**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 20-F/A**

 

**(Amendment No. 1)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT  TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                        |
| **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                        ** |
| ** ** | ** **                                                                                                                                                                                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                        |
| **o**      | **SHELL COMPANY REPORT PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                        |

 

Dateof event requiring this shell company report . . . . . . . . . . . . . . . . ... .

 

Commissionfile number: 000-51196

 
| **AIXTRON Aktiengesellschaft**                                     |
|--------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)             |
|                                                               |
| **Federal Republic of Germany**                                    |
| (Jurisdiction of incorporation or organization)                    |
|                                                               |
| **Kaiserstr. 98  52134 Herzogenrath  Federal Republic of Germany** |
| (Address of principal executive offices)                           |

 

Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:

 
| **Ordinary shares, no par value (only in  connection with the listing of  its American Depositary Shares on The NASDAQ Stock Market, LLC)** |
|---------------------------------------------------------------------------------------------------------------------------------------------|
| (Title of Class)                                                                                                                            |

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act: **None**

 

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Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of the Act:**None**

 

Indicatethe number of outstanding shares of each of the issuer's classes of capital orcommon stock as of December 31, 2008:
| 90,894,616  ordinary shares, no par value. |   |
|--------------------------------------------|--------|
|                                       |   |

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

o Yes   x No

 

Ifthis report is an annual or transition report, indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934.

o Yes   x No

 

Indicateby check mark 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 check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of acceleratedfiler and large accelerated filer in Rule 12b-2 of the Exchange Act.(Check one):

 

| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o |
|---------------------------|--------|---------------------|--------|-------------------------|

 

Indicateby check mark which basis of accounting the registrant has used to prepare thefinancial statements included in this filing.

 

| U.S. GAAP o |   | International Financial Reporting Standards as issued  by the International Accounting Standards Board x |   | Other o |
|-------------|--------|----------------------------------------------------------------------------------------------------------|--------|---------|

 

If“Other” has been checked in response to the previous question, indicate bycheck mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

Ifthis is an annual report, indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

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**EXPLANATORYNOTE**

 

This Form 20-F/A(the “Amended Filing”) is being filed by Aixtron Aktiengesellschaft (the “Company”or “AIXTRON”) to amend its Annual Report on Form 20-F for the year ended December 31,2008 (the “Original Filing”), filed with the Securities and Exchange Commission(the “SEC”) on March 12, 2009, to set forth Item 15 and Item 19 to replaceItem 15 and Item 19 in their entirety, respectively, in the OriginalFiling.  All other items remain unchangedfrom the Original Filing.

 

As disclosed below, Item15 of this Amended Filing is filed to (i) include Deloitte &Touche GmbH’s attestation report on the effectiveness of the Company’s internalcontrols over financial reporting, which was inadvertently omitted from theOriginal Filing, (ii) revise the Company’s conclusion regarding theeffectiveness of its disclosure controls and procedures as of the end of theperiod covered by this report, (iii) remove the definition of disclosurecontrols and procedures in the Company’s disclosure regarding its officers’conclusions about the effectiveness of the Company’s disclosure controls andprocedures and (iv) remove the definition of internal control overfinancial reporting in the Company’s disclosure regarding its conclusion aboutthe effectiveness of its internal control over financial reporting.

 

As disclosed below, Item19 of this Amended Filing is filed to update the Section 302certifications.

 

Except as otherwisestated herein, no other information contained in the Original Filing has beenupdated by this Amended Filing and no disclosures have been updated to reflectevents that occurred at a later date.  This Amendment should be readin conjunction with the Company’s SEC filings made subsequent to the OriginalFiling.

 

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**Item 15:    Controlsand Procedures**

 

**DisclosureControls and Procedures**

 

Managementof AIXTRON conducted an evaluation, under the supervision and with theparticipation of AIXTRON’s Chief Executive Officer and Chief Financial Officer,of the effectiveness of the design and operation of AIXTRON’s disclosurecontrols and procedures (as defined in Rule 13a-15(e) under theExchange Act).

 

Basedon such evaluation, AIXTRON’s Chief Executive Officer Paul Hyland and ChiefFinancial Officer Wolfgang Breme had concluded that disclosure controls andprocedures were effective. However, in light of the fact that AIXTRON’sManagement inadvertently omitted the required attestation report on theeffectiveness of the Company’s internal controls over financial reportingissued by Deloitte & Touche GmbH from the Original Filing, the Companyis hereby revising its conclusion regarding its disclosure controls andprocedures as of the end of the period covered by this report and instead isconcluding that those disclosure controls and procedures were not effective at December 31,2008.

 

The Company has remediedthis failure in the effectiveness of its disclosure controls and procedures byfiling the required attestation report on the effectiveness of the Company’sinternal controls over financial reporting in the Amended Filing.  TheCompany has also implemented additional controls and procedures designed toensure that the disclosures provided by the Company meet the then-currentrequirements of the applicable filing made under the Exchange Act.

 

**Management’sReport on Internal Control over Financial Reporting**

 

AIXTRON’sManagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting, as such term is defined in Rule 13a-15(f) underthe Exchange Act, for AIXTRON. Under the supervision and with the participationof AIXTRON’s Chief Executive Officer and Chief Financial Officer, AIXTRON’sManagement conducted an evaluation of the effectiveness of AIXTRON’s internalcontrol over financial reporting based upon the framework in “InternalControl—Integrated Framework” issued by the Committee of SponsoringOrganizations of the Treadway Commission as of the end of the period covered bythis report.

 

Basedon that evaluation, Management has concluded that AIXTRON’s internal controlover financial reporting was effective as of December 31, 2008.

 

Deloitte &Touche GmbH, an independent registered public accounting firm, has auditedthe Consolidated Financial Statements included in the annual report on Form 20-Fand, as part of the audit, has issued an attestation report, included herein,on the effectiveness of AIXTRON’s internal control over financial reporting.

 

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**AttestationReport of the Registered Public Accounting Firm**

 

REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

 

To The Supervisory Board

 

AIXTRON AG

 

Aachen, Germany

 

We have auditedthe internal control over financial reporting of AIXTRON Aktiengesellschaft andsubsidiaries (the “Company”) as of December 31, 2008, based on thecriteria established in Internal Control — Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission. The Company’smanagement is responsible for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying ManagementReport On Internal Control Over Financial Reporting. Our responsibility is toexpress an opinion on the Company’s internal control over financial reportingbased on our audit.

 

We conducted ouraudit in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audit to obtain reasonable assurance about whether effectiveinternal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists,testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.

 

A company’sinternal control over financial reporting is a process designed by, or underthe supervision of, the company’s principal executive and principal financialofficers, or persons performing similar functions, and effected by the company’sboard of directors, management, and other personnel to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Because of theinherent limitations of internal control over financial reporting, includingthe possibility of collusion or improper management override of controls,material misstatements due to error or fraud may not be prevented or detectedon a timely basis. Also, projections of any evaluation of the effectiveness ofthe internal control over financial reporting to future periods are subject tothe risk that the controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or proceduresmay deteriorate.

 

In our opinion,the Company maintained, in all material respects, effective internal controlover financial reporting as of December 31, 2008, based on the criteriaestablished in Internal Control — Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission.

 

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We have alsoaudited, in accordance with the standards of the Public Company AccountingOversight Board (United States), the consolidated financial statements as ofand for the year ended December 31, 2008 of the Company and our reportdated March 11, 2009 expressed an unqualified opinion on those financialstatements.

 
| */s/ Deloitte & Touche GmbH  Wirtschaftsprüfungsgesellschaft* |   |
|-----------------------------------------------------------------------------|--------|

 

***Deloitte & Touche****GmbH*

 

*Wirtschaftsprüfungsgesellschaft*

 

*Duesseldorf, Germany,**March 11, 2009*

 

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**Changesin Internal Control over Financial Reporting**

 

Duringthe year ended December 31, 2008 there have been no changes in ourinternal control over financial reporting that have materially affected, or arereasonably likely to materially affect, our internal control over financialreporting.

 

**InherentLimitations of Disclosure Controls and Procedures in Internal Control overFinancial Reporting**

 

Itshould be noted that any system of controls, however well-designed andoperated, can provide only reasonable, and not absolute, assurance that theobjectives of the system will be met. In addition, the design of any controlsystem is based in part upon certain assumptions about the likelihood of futureevents.

 

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## **Item 19:  Exhibits**

 
| **Exhibit  Number** | ** ** | **Description of Exhibit**                                                                                                                                                                                                                                                                                            |
|---------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                 |       | Articles of Association  (*Satzung*) as amended  May 14, 2008.*                                                                                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.2                 |       | Manufacturing License  and Technical Services Agreement, dated as of August 10, 1989, between  AIXTRON Aktiengesellschaft and Laboratoires D’Electronique Philips  (incorporated by reference to Exhibit 10.2 to Form F-4, dated  February 8, 2005, File No. 333-122624).               |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.3                 |       | Exclusive Patent and  Know—How License Agreement among AIXTRON Aktiengesellschaft, Centre National  de la Recherche Scientifique and the Institut National Polytechnique de  Grenoble (incorporated by reference to Exhibit 10.3 to Form F-4,  dated February 8, 2005, File No. 333-122624). |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.4                 |       | Contract between  AIXTRON AG and Mr. Paul Hyland, effective April 1, 2002. (English  translation; incorporated by reference to Exhibit 4.4 to Form 20-F,  dated June 22, 2006, File No. 000-51196).                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.5                 |       | Amendment to contract  between AIXTRON AG and Mr. Paul Hyland, dated October 20, 2004.  (English translation; incorporated by reference to Exhibit 4.5 to  Form 20-F, dated June 22, 2006, File No. 000-51196).                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.6                 |       | Contract between  AIXTRON AG and Mr. Wolfgang Breme, effective April 1, 2005.  (English translation; incorporated by reference to Exhibit 4.5 to  Form 20-F, dated March 15, 2007, File No. 000-51196).                                                                                 |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.7                 |       | Contract between  AIXTRON AG and Dr. Bernd Schulte, effective April 1, 2002. (English  translation; incorporated by reference to Exhibit 4.7 to Form 20-F,  dated June 22, 2006, File No. 000-51196).                                                                                   |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 4.8                 |       | Amendment to contract  between AIXTRON AG and Dr. Bernd Schulte, dated October 20, 2004.  (Incorporated by reference to Exhibit 4.8 to Form 20-F, dated  June 22, 2006, File No. 000-51196).                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 8.1                 |       | List of Subsidiaries  (incorporated by reference to the list of significant subsidiaries set forth  in this report under the caption “Item 4. Information on the  Company—Organizational Structure.”)*                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                  |
| 11.1                |       | Code of Ethics, revised  in 2007 (Incorporated by reference to Exhibit 11.1 to Form 20-F,  dated                                                                                                                                                                                                            |

 

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|   |   | March 13, 2008,  File No. 000-51196).                                                                                                                                              |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                         |
| 12.1   |   | Certification of Chief  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.**                                                                                 |
|   |   |                                                                                                                                                                                         |
| 12.2   |   | Certification of Chief  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.**                                                                                 |
|   |   |                                                                                                                                                                                         |
| 13.1   |   | Certification of Chief  Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.* |
|   |   |                                                                                                                                                                                         |
| 14.1   |   | Consent of  Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft.*                                                                                                      |

 

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| *      |   | Previously filed as an  exhibit to the Original Filing. |
|--------|--------|---------------------------------------------------------|
|   |   |                                                    |
| **     |   | Filed herewith.                                         |

 

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## **SIGNATURES**

 

The registrant herebycertifies that it meets all of the requirements for filing on Form 20-F(as amended by this Form 20-F/A Amendment No. 1) and that it has dulycaused and authorized the undersigned to sign this annual report on its behalf.

 

Date:  June 21, 2010

 

 
|   |   | AIXTRON  AKTIENGESELLSCHAFT    |
|--------|--------|--------------------------------|
|   |   |                           |
|   |   |                           |
|   |   | /s/  PAUL  HYLAND    |
|   |   |                           |   |
|   |   | Name:                          | **Paul  Hyland** |
|   |   |                           | ** ** |
|   |   | Title:                         | **Chairman,  President and Chief Executive Officer** |
|   |   |                           |   |
|   |   |                           |   |
|   |   | /s/  WOLFGANG  BREME |
|   |   |                           |
|   |   | Name:                          | **Wolfgang  Breme** |
|   |   |                           | ** ** |
|   |   | Title:                         | **Executive  Vice President and Chief Financial Officer** |

 

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