Axion Power International (AXPWQ) Inactive
Filed: 17 Dec 04, 12:00am
Delaware | 65-0774638 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation organization) | Identification No.) |
| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: | X |
| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering period. | __ |
| If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering period. | __ |
| If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering period. | |
| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. | __ |
Item 16. | EXHIBITS |
| 2.1 | Reorganization Agreement (without exhibits) between Tamboril Cigar Company, Axion Power Corporation and certain stockholders of Axion Power Corporation dated December 31, 2003 | (1) | ||
| 2.2 | First Addendum to the Reorganization Agreement between Tamboril Cigar Company, Axion Power Corporation and certain stockholders of Axion Power Corporation dated January 9, 2004 | (1) | ||
| 3.1 | Amended and Restated Certificate of Incorporation of Tamboril Cigar Company dated February 13, 2001 | (2) | ||
| 3.3 | Amendment to the Certificate of Incorporation of Tamboril Cigar Company dated June 4, 2004 | (3) | ||
| 3.4 | Amendment to the Certificate of Incorporation of Axion Power International, Inc. dated June 4, 2004 | (3) | ||
| 3.5 | Amended By-laws of Axion Power International, Inc. dated June 4, 2004 | (3) | ||
| 4.1 | Specimen Certificate for shares of Company’s $0.00001 par value common stock. | (9) | ||
| 4.2 | Trust Agreement for the Benefit of the Shareholders of Mega-C Power Corporation dated December 31, 2003 | (1) | ||
| 4.3 | Succession Agreement Pursuant to the Provisions of the Trust Agreement for the Benefit of the Shareholders of Mega-C Power Corporation dated March 25, 2004. | (4) | ||
| 4.4 | Form of Warrant Agreement for 1,796,300 capital warrants | (9) | ||
| 4.5 | Form of Warrant Agreement for 667,000 Series I investor warrants | (9) | ||
| 4.6 | Form of Warrant Agreement for 350,000 Series II investor warrants | (9) | ||
| 4.7 | Form of Warrant Agreement for 313,100 Series III investor warrants | (9) | ||
| 5.1 | Opinion of Petersen & Fefer, attorneys, respecting legality of common stock | (5) | ||
| 9.1 | Agreement respecting the voting of certain shares beneficially owned by the Trust for the Benefit of the Shareholders of Mega-C Power Corporation | Included in Exhibit 4.2 | ||
| 10.1 | Development and License Agreement between Axion Power Corporation and C and T Co. Incorporated dated November 15, 2003 | (1) | ||
| 10.2 | Letter Amendment to Development and License Agreement between Axion Power Corporation and C and T Co. Incorporated dated November 17, 2003 | (1) | ||
| 10.3 | Letter Amendment to Development and License Agreement between Axion Power Corporation and C and T Co. Incorporated dated January 9, 2004 | (1) | ||
| 10.4 | Purchase and sale agreement among John L. Petersen, Sally A. Fonner and C and T Co. Incorporated dated January 9, 2004 | (1) | ||
| 10.5 | First Amendment to Development and License Agreement between Axion Power Corporation and C and T Co. Incorporated dated as of January 9, 2004 | (5) | ||
| 10.6 | Definitive Incentive Stock Plan of Axion Power International, Inc. dated June 4, 2004 | (3) | ||
| 10.6 | Definitive Outside Directors’ Stock Option Plan of Axion Power International, Inc. dated June 4, 2004 | (3) | ||
| 10.8 | Executive Employment Agreement of Charles Mazzacato | (9) | ||
| 10.9 | Executive Employment Agreement of Peter Roston | (9) | ||
| 10.10 | Retainer Agreement dated January 2, 2004 between the law firm of Petersen & Fefer and Tamboril Cigar Company | Filed Herewith | ||
| 14.1 | Code of Business Conduct and Ethics | (6) | ||
| 16.1 | Letter from Daszkal Bolton Manela Devlin & Co. Re: Change in Certifying Accountant | (7) | ||
| 16.2 | Letter from Want & Ender CPA, PC Re: Change in Certifying Accountant | (8) | ||
| 23.1 | Consent of Michael F. Cronin, CPA | (10) | ||
| 23.2 | Consent of Want & Ender CPA PC | (10) | ||
| 23.3 | Consent of Petersen & Fefer, attorneys | Included in Exhibit 5.1 |
| (1) | Incorporated by reference from our Current Report on Form 8-K dated January 15, 2003. |
| (2) | Incorporated by reference from our Current Report on Form 8-K dated February 5, 2003. |
| (3) | Incorporated by reference from our Current Report on Form 8-K dated June 7, 2004. |
| (4) | Incorporated by reference from our Current Report on Form 8-K dated April 13, 2004. |
| (5) | Incorporated by reference from our Form S-3 registration statement dated May 20, 2004. |
| (6) | Incorporated by reference from our Annual Report on Form 10-KSB dated March 29, 2004 |
| (7) | Incorporated by reference from our Current Report on Form 8-K dated April 13, 2003. |
| (8) | Incorporated by reference from our Current Report on Form 8-K dated February 16, 2004. |
| (9) | Incorporated by reference from our Form S-1 registration statement dated September 2, 2004. |
| (10) | Incorporated by reference from our Form S-1 registration statement dated November 24, 2004. |
Item 17 | UNDERTAKINGS |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.. |
| (4) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to Item 14 of this Part II to the registration statement, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will , unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against the public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
AXION POWER INTERNATIONAL, INC. | |
| /s/ Charles Mazzacato | |
| Charles Mazzacato, Chief Executive Officer and Director | |
| /s/ Peter Roston | |
| Peter Roston, Chief Financial Officer |
Signature | Title | Date | ||
| /s/ John L. Petersen | Director | December 17, 2004 | ||
| John L. Petersen | ||||
| /s/ Thomas Granville | Director | December 17, 2004 | ||
| Thomas Granville | ||||
| /s/ Robert Averill | Director | December 17, 2004 | ||
| Robert Averill | ||||
| /s/ Glenn Patterson | Director | December 17, 2004 | ||
| Glenn Patterson | ||||
| /s/ Igor Filipenko | Director | December 17, 2004 | ||
| Igor Filipenko | ||||
| /s/ Joseph Souccar | Director | December 17, 2004 | ||
| Joseph Souccar |