-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V1wbir2RftPYI/4hPYlDzwwJatSahyIrhivKHaUKRJloU/QtqsAm+hbWaNr8tDJ1 poAoKVgNvmP0n5dqGQjNjw== 0000753048-08-000048.txt : 20080806 0000753048-08-000048.hdr.sgml : 20080806 20080806121926 ACCESSION NUMBER: 0000753048-08-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080806 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALYTICAL SURVEYS INC CENTRAL INDEX KEY: 0000753048 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 840846389 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 08994017 BUSINESS ADDRESS: STREET 1: 4040 BROADWAY, SUITE 103 STREET 2: . CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 210-657-1500 MAIL ADDRESS: STREET 1: 4040 BROADWAY, SUITE 103 STREET 2: . CITY: SAN ANTONIO STATE: TX ZIP: 78209 8-K 1 item8.htm 8K FOR NAME CHANGE item8.htm

 


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
August 6, 2008

Axion International Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

Colorado
(State or Other Jurisdiction
of Incorporation)
000-13111
(Commission
File Number)
84-0846389
(IRS Employer
Identification No.)

665 Martinsville Road, Basking Ridge, NJ 07920
(Address of Principal Executive Offices, including Zip Code)

Registrant's telephone number, including area code: (908) 524-0888

Analytical Surveys, Inc.
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


Item 8.01
Other Events

Effective as of August 4, 2008, Analytical Surveys, Inc. (the “Company”) amended its Articles of Incorporation to change its name to Axion International Holdings, Inc. and effectuated a 1-for-4 reverse stock split of its outstanding Common Stock.  As a result of the name change and reverse stock split, beginning on August 4, 2008, the Company’s common stock began trading on the Over-the-Counter Bulletin Board under the new trading symbol “AXIH” (CUSIP no. 05462D 101).

For more information, please see the Company’s Articles of Amendment relating to the name change, reverse stock split and other matters attached hereto as Exhibit 3.1 and the August 4, 2008 press release attached hereto as exhibit 99.1.


Item 9.01.                                Financial Statements and Exhibits.

The following Exhibit is filed as part of this report:

Exhibit No.                                           Description

3.1
Articles of Amendment, filed July 21, 2008
99.1
Press Release dated August 4, 2008
   

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  August 6, 2008

ANALYTICAL SURVEYS, INC.


/s/ James Kerstein                                                                
Name:                      James Kerstein
Title:                      Chief Executive Officer

EX-3.1 2 article.htm AMENDMENT TO ARTICLES article.htm
EXHIBIT 3.1

$125.00 $ 25.00
Colorado Secretary of State
 
Date and Time: 07/21/200802:49 PM ID Number: 19871425149
 
Document number: 20081387526 Amount Paid: $25.00
Document processing fee
If document is filed on paper
If document is filed electronically Fees & forms/cover sheets
are subject to change.
 
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit WWW.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.
[Missing Graphic Reference]
ABOVE SPACE FOR OFFICE USE ONLY
Articles of Amendment
filed pursuantto §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)
ID number:
19871425149
1. Entity name:
ANALYTICAL SURVEYS, INC.
(If changing the name of the corporation, indicate name BEFORE the name change)
 
2. New Entity name: (if applicable)
3.  
Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):
¨ ''bank'' or "trust" or any derivative thereof
¨ "credit union" ¨ "savings and loan"
¨ "insurance", "casualty", "mutual", or "surety"
4. Other amendments, if any, are attached.
5.  
If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.
6.  
If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires:
(mm/dd/yyyy)
OR
If the corporation's period of duration as amended is perpetual, mark this box: þ
7. (Optional) Delayed effective date:
 
 
08/04/2008
 
 
(mm/dd/yyyy)
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R. S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

Page 1 of2


This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.
8.  
Name(s) and address(es) of the individual(s) causing the document to be delivered for :filing:
Green                            Marc
(Last)                           (First) (Middle)(Suffix)  
Axion International Holdings, Inc.    
    
665 Martinsville Road                                                                                                  
(Street name and number or Post Office information)
Basking Ridge    NJ    07920                                                                                       
  (Province - if applicable)         (City)      (State)     (Postal Zip Code)
United States
(Country - if not US)
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box ¨ and include an attachment stating the name and address of such individuals.)
Disclaimer:
 
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

Page 2 of 2

 

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ANALYTICAL SURVEYS, INC.

(Pursuant to Section 7-110-106 of the Business
Corporation Act of the State of Colorado)


Analytical Surveys, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the Business Corporation Act of the State of Colorado, does hereby certify as follows:

FIRST:  The name of the corporation is Analytical Surveys, Inc.

SECOND:  The following amendments to the Articles of Incorporation was duly adopted by the Board of Directors of the Corporation by unanimous written consent in accordance with Sections 7-106-105, 7-108-202 and 7-110-103 of the Business Corporation Act of the State of Colorado, and by the shareholders of the Corporation at a meeting of the shareholders held on June 3, 2008 in accordance with Sections 7-106-105, 7-107-102, 7-110-103 and 7-117-101 of the Business Corporation Act of the State of Colorado:

THIRD:  Immediately prior to the filing of this Articles of Amendment, the Corporation was authorized to issue 100,000,000 shares of Common Stock, without par value, of which 42,022,241 shares were issued and outstanding and 57,977,759 shares were unissued.  The Articles of Incorporation is hereby amended to affect a reverse split of the Corporation’s issue and outstanding Common Stock, without par value, in the ratio of one (1) share for every four (4) shares outstanding.  All fractional shares resulting from the reverse split will be rounded up to the next whole share.  As a result of this reverse split, the Corporation will be authorized to issue 100,000,000 shares of Common Stock, without par value, of which approximately 10,505,560 shares will be issued and outstanding and approximately 89,494,440 shares will be unissued.
 
FOURTH:  That the Articles of Incorporation is hereby amended by amending Article I to read in its entirety as follows:
 
ARTICLE I

The name of the corporation is Axion International Holdings, Inc.

FIFTH:  That the Articles of Incorporation is hereby amended by adding a new Article XV as follows:

ARTICLE XV

To the full extent permitted by law, whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent signed by the holders of outstanding shares having not less than the minimum amount of votes that would be necessary to authorize or to take such action at a meeting at which all of the shares entitled to vote thereon were present and voted, followed by notice of the taking of such action to those holders who have not consented to such action in writing.

SIXTH:  That the Articles of Incorporation is hereby amended by adding a new Article XVI as follows:

ARTICLE XVI

Whenever shareholders are required or permitted to take any action by vote, other than the election of directors, such action shall be approved if a quorum exists and the votes cast in favor of the action exceeds the votes cast opposing the action, unless a greater number of affirmative votes is required by this Articles of Incorporation or by law (other than Section 7-117-101 of the Business Corporation Act of the State of Colorado as in effect on July 3, 2008).

IN WITNESS WHEREOF, the Corporation has caused this Articles of Amendment to be signed by its President this 3rd day of July, 2008.

ANALYTICAL SURVEYS, INC.


By:_/s/ Marc Green___________________
Marc Green, its President


EX-99.1 3 pressrelease.htm PRESS RELEASE pressrelease.htm
Exhibit 99.1
 
Analytical Surveys, Inc. Announces Name Change to Axion International Holdings, Inc. and Reverse Stock Split
 
BASKING RIDGE, N.J., August 4, 2008 /PRNewswire-FirstCall/ -- Analytical Surveys, Inc. (OTC Bulletin Board: ANLT), a technology company that converts recycled plastics into high value-added structural products used in commercial applications, today announced that its board of directors and shareholders have approved a name change to Axion International Holdings, Inc. and a 1-for-4 reverse stock split of its outstanding common stock.  As a result of the name change and reverse stock split, beginning on August 4, 2008, the Company’s common stock will trade on the Over-the-Counter Bulletin Board under its new trading symbol “AXIH” (CUSIP No. 05462D 101).
 
The reverse stock split affects all shares of common stock and convertible securities of the Company outstanding immediately prior to the effective time of the reverse split.  Pursuant to the reverse stock split, every four shares of the Company’s common stock will be combined into one share of the Company’s common stock and fractional shares will be rounded up to the nearest whole share.
 
Jim Kerstein, Chairman and CEO, stated: "Recent news continues to prove the strength of our business plan. The 1 for 4 shares reverse stock split is intended to enhance investor’s visibility into the Company’s potential future profitability on a per share basis while also providing more useful information in making period-to-period comparisons. The Company also believes that a higher share price could broaden its appeal to a wider base of investors allowing it to potentially qualify for listing on a larger stock exchange in the future, improving stockholder value.”
 
About Axion International
 
Axion International (www.axionintl.com) is positioned as an important structural product provider of alternative infrastructure and building products. Axion operates from a "green" base, developing structural products made from recycled consumer and industrial plastics that would otherwise be discarded into landfills. Axion International's patented technologies, developed in collaboration with scientists at Rutgers University, allow for products that are extremely strong, durable, flexible in use, and low maintenance. Traditional construction suppliers of wood, steel, and concrete cannot compete with the flexible design features of structural plastic. Manufactured from consumer and industrial waste plastics, Axion's upcycled products are an economic alternative to traditional building materials.
 
Forward-Looking Statements
 
This release contains "forward-looking statements" for purposes of the Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934. These forward-looking statements are subject to various risks and uncertainties that could cause Analytical Surveys' actual results to differ materially from those currently anticipated, including the risk factors identified in Analytical Surveys' filings with the Securities and Exchange Commission.
 
    Investors:
    Jim Kerstein
    (908) 542-0888
    jkerstein@axionintl.com

 
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