**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**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 periodfrom                         to                         **

** **

**Commission file number:  000-24085**

** **

**AXT, Inc.**

(Exact name of registrant as specified in itscharter)

 

| **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) ofthe 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) ofthe Act:

**None**

** **

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

 

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

 

Indicateby checkmark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15 (d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. x Yes  o No

 

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

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-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) |   |                              |

 

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

 

Theaggregate 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 asreported on the Nasdaq National Market, was approximately $102,257,678. Sharesof 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 personsmay be deemed to be affiliates. This determination of affiliate status is not aconclusive determination for other purposes.

 

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

 

**DOCUMENTS INCORPORATED BYREFERENCE**

** **

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

 

 

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**AMENDMENTNO. 1 TO FORM 10-K**

 

This Amendment No. 1on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-Kfor the year ended December 31, 2007 as originally filed with theSecurities 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 ofexhibits 31.1 and 31.2, certification of principal executive officer andprincipal financial officer, respectively.

 

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

 

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**AXT, Inc.**

**TABLE OFCONTENTS**

*** ***
| ** ** | **PART IV**                           |
|------------|--------------------------------------------|
|       |                                       |
| Item 15.   | Exhibits and Financial Statement Schedules |
|       | Signatures                                 |

 

 

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**SIGNATURES**

** **

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

 
|                         | AXT, Inc. |
|-------------------------|----------------|
|                    |           |
|                    | 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 requirementsof the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and onthe dates indicated.

 
| **Signature**        | ** **           | **Title**                                                         | ** ** | **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**

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**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  2002. |
| 31.2                      |       | Certification by Chief  Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002. |

 

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