AXT INC — Annual Report 2007

May 21, 2008

10-K/A 1 a08-14838_110ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1 to Form 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-24085

AXT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-3031310
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

| 4281 Technology Drive, Fremont,

California	94538
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 683-5900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting
company o
(Do not check if a
smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on June 30, 2007 as reported on the Nasdaq National Market, was approximately $102,257,678. Shares of common stock held by each officer, director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purposes.

As of February 28, 2008, 30,357,982 shares, $0.001 par value, of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the registrant’s 2008 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this form are incorporated by reference into Part III of this Form 10-K report. Except for those portions specifically incorporated by reference herein, such document shall not be deemed to be filed with the Commission as part of this Form 10-K.

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AMENDMENT NO. 1 TO FORM 10-K

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the year ended December 31, 2007 as originally filed with the Securities and Exchange Commission on March 14, 2008 (the “Original Filing”). The Amendment solely amends Part IV, Item 15 of the Original Filing to refile paragraphs 1, 2, 4 and 5 of exhibits 31.1 and 31.2, certification of principal executive officer and principal financial officer, respectively.

Except for the revisions described above, this Amendment does not amend, modify or update the Original Filing in any respect. This Amendment does not reflect events that have occurred subsequent to the filing of the Original Filing and, accordingly, this Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the date of the Original Filing.

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AXT, Inc.

TABLE OF CONTENTS

	PART IV
Item 15.	Exhibits and Financial Statement Schedules
	Signatures

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

By:	/s/ PHILIP C.S. YIN
	Philip C.S. Yin
	Chief Executive Officer and
Chairman of the Board of Directors
	(Principal Executive Officer)
	/s/ WILSON W. CHEUNG
	Wilson W. Cheung
	Chief Financial Officer and
Corporate Secretary
	(Principal Financial and
Accounting Officer)
Date: May 21, 2008

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Date
/s/ PHILIP C.S. YIN	Chief Executive Officer and Chairman of the Board	May 21, 2008
Philip C.S. Yin	(Principal Executive Officer)
/s/ WILSON W. CHEUNG	Chief Financial Officer and Corporate Secretary	May 21, 2008
Wilson W. Cheung	(Principal Financial Officer and Principal Accounting Officer)
/s/ RAYMOND A. LOW*	Vice President, Corporate Controller	May 21, 2008
Raymond A. Low
/s/ JESSE CHEN*	Lead Director	May 21, 2008
Jesse Chen
/s/ DAVID C. CHANG*	Director	May 21, 2008
David C. Chang
/s/ LEONARD LEBLANC*	Director	May 21, 2008
Leonard LeBlanc
/s/ MORRIS S. YOUNG*	Director	May 21, 2008
Morris S. Young
*By:	/s/ WILSON W. CHEUNG
	ATTORNEY-IN-FACT

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AXT, Inc.

EXHIBITS

TO

FORM 10-K/A ANNUAL REPORT

For the Year Ended December 31, 2007

Exhibit Number	Description
31.1	Certification by Chief
Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of

1. | | 31.2 | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2. |

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