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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-K/A**

** **

**(Amendment No. 1)**

 

| **(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, 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 asspecified 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)                            |

 

Registrant’s telephonenumber, including area code: **(510) 683-5900**

 

Securities registeredpursuant 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 registeredpursuant to Section 12(g) of the Act:

**None**

 

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

 

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

 

Indicate by checkmark whetherthe registrant (1) has filed all reports required to be filed by Section 13or 15 (d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. x Yes o No

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) duringthe preceeding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o No o

 

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

 

Indicate by checkmark whetherthe registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2of the 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 whetherthe registrant is a shell company (as defined in Rule 12b-2 of theAct). o Yes x No

 

        The aggregate market value ofthe voting stock held by non-affiliates of the registrant, based upon theclosing sale price of the common stock on June 30, 2008 as reported on theNASDAQ Global Market, was approximately $104,478,383. Shares of common stockheld by each officer, director and by each person who owns 5% or more of theoutstanding common stock have been excluded in that such persons may be deemedto be affiliates. This determination of affiliate status is not a conclusivedetermination for other purposes.

 

As of February 27, 2009,30,512,899 shares, $0.001 par value, of the registrant’s common stock wereoutstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Portions of the definitiveproxy statement for the registrant’s 2009 annual meeting of stockholders to befiled with the Commission pursuant to Regulation 14A not later than120 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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**TABLE OF CONTENTS**

 
| EXPLANATORY  NOTE                                                                      | 2      |
|----------------------------------------------------------------------------------------|--------|
| ** **                                                                             |   |
| **PART IV**                                                                       |   |
| ** **                                                                             |   |
| Item 15.     Exhibits  and Financial Statement Schedules | 3      |
| SIGNATURES                                                                             | 4      |
| REVISED INDEX TO EXHIBITS                                                              |   |
| EXHIBIT 23.2                                                                           |   |
| EXHIBIT 31.1                                                                           |   |
| EXHIBIT 32.1                                                                           |   |
| EXHIBIT 99.1                                                                           |   |
| EXHIBIT 99.2                                                                           |   |

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to Form 10-K for the fiscal year ended December 31,2008 (the “Amendment”) amends the Annual Report on Form 10-K for thefiscal year ended December 31, 2008, filed on March 31, 2009 (the “Original10-K”), of AXT, Inc., a Delaware corporation (“AXT, the “Company”, or “we”).  We are filing this Amendment to amend Item 15to include the separate financial statements of Xilingol TongliGermanium Co. Ltd (“Tongli”), an equity method investment, andEmeishan Jia Mei High Purity Metals Co., Ltd (“Jia Mei”), also anequity method investment, in accordance with the requirements of RegulationS-X, Rule 3-09 of the Securities and Exchange Commission.  The financial statements of Tongli and JiaMei were prepared by, and provided to, the Company by Beijing Topson Co., Ltd,Certified Public Accountants (“Topson”), and management of Tongli and Jia Meiis each solely responsible for the form and content of the respective Tongliand Jia Mei financial statements.

 

We are required to file thefinancial statements of Tongli and Jia Mei for the fiscal year ended December 31,2008, because each of Tongli and Jia Mei meets certain tests of significanceunder Rule 3-09 of Regulation S-X. Since the financial statements of Tongli and Jia Mei were not availableon the date that we filed the Original 10-K, we are filing these financialstatements by this Amendment, as provided by the applicable rules of theSecurities and Exchange Commission.

 

This Amendment should beread in conjunction with the Original 10-K. This Amendment amends Item 15. Exhibits and Financial StatementSchedules, to include the separate financial statements of Tongli and Jia Mei,as well as a consent of the independent auditors of Tongli and Jia Mei, and newcertifications of AXT’s principal executive officer and principal financialofficer.  Except for the amendmentsdescribed above, this Amendment does not amend, modify or update in any way theOriginal 10-K, and the Original 10-K has not been amended or updated to reflectevent occurring after March 31, 2009, except as specifically set forth inthis Amendment.

 

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**PART IV**

 

**Item 15.  *Exhibits and Financial Statement Schedules***

 

(a)           The following documents are filed as part of this report:

 

(b)           Exhibits

 

See Index to Exhibitsattached elsewhere to this Form 10-K. The exhibits listed in theaccompanying Index to Exhibits are filed as part of, or incorporated byreference into, this report on Form 10-K.

 

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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 Amendment to be signed on its behalf by theundersigned, thereto duly authorized.

 
|                     | AXT, Inc. |
|--------------------------|----------------|
|                     |           |
| Date: June 17, 2009 | By:            | /s/ WILSON W. CHEUNG |
|                     |           | Wilson W. Cheung |
| * *                 | * *       | *Chief Financial Officer and Corporate Secretary* |
| * *                 | * *       | *(Principal Executive Officer and Principal  Financial   Officer)* |

 

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/ WILSON W. CHEUNG |       | Chief Financial Officer  and Corporate Secretary                 |       | June 17, 2009 |
| Wilson W. Cheung     |       | *(Principal  Executive Officer and Principal Financial Officer)* | ** ** | ** **         |
|                 |       |                                                             |       |               |
| /s/ RAYMOND A. LOW   |       | Vice President, Corporate  Controller                            |       | June 17, 2009 |
| Raymond A. Low       |       | (*Principal Accounting Officer)*                                 |       |               |
|                 |       |                                                             |       |               |
| *                    |       | Chairman of the Board of  Directors                              |       | June 17, 2009 |
| Jesse Chen           |       |                                                             |       |               |
|                 |       |                                                             |       |               |
| *                    |       | Director                                                         |       | June 17, 2009 |
| David C. Chang       |       |                                                             |       |               |
|                 |       |                                                             |       |               |
| *                    |       | Director                                                         |       | June 17, 2009 |
| Leonard LeBlanc      |       |                                                             |       |               |
|                 |       |                                                             |       |               |
| *                    |       | Director                                                         |       | June 17, 2009 |
| Morris S. Young      |       |                                                             |       |               |

 

 
| *By:   | /s/  WILSON W. CHEUNG                     |   |
|--------|-------------------------------------------|--------|
|   |  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, 2008**

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                    |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 23.2                |       | Consent of Beijing Topson Co., Ltd., Independent Auditors of Xilingol  Tongli Germanium Co. Ltd and Emeishan Jia Mei High Purity  Metals Co., Ltd.                             |
| 31.1                |       | Certification by Principal Executive Officer and Principal Financial  Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                      |
| 32.1                |       | Certification by Principal Executive Officer and Principal Financial  Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002. |
| 99.1                |       | Audited Financial Statements of Xilingol Tongli Germanium Co., Ltd.  as of December 31, 2008 and for the year then ended.                                                                     |
| 99.2                |       | Audited Financial Statements of Emeishan Jia Mei High Purity Metals  Co., Ltd. as of December 31, 2008 and for the year then ended.                                                           |

 

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