AXT INC — Interim / Quarterly Report 2008

May 21, 2008

10-Q/A 1 a08-14841_110qa.htm 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | --- | --- | | | for the quarterly period ended March 31, 2008 | | | 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 Incorporation or organization)	(I.R.S. Employer Identification No.)

4281 Technology Drive, Fremont, California 94538

(Address of principal executive offices) (Zip code)

(510) 683-5900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. YES x NO 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 30, 2008
Common Stock, $0.001
par value	30,408,403

AMENDMENT NO. 1 TO FORM 10-Q

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 as originally filed with the Securities and Exchange Commission on May 12, 2008 (the “Original Filing”). The Amendment solely amends Part II, Item 6 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 6.	Exhibits
	Signatures

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto 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 | |

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AXT, Inc.

EXHIBITS

TO

FORM 10-Q/A QUARTERLY REPORT

For the Quarter Ended March 31, 2008

Exhibit Number	Description
31.1	Certification
by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2	Certification
by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

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