UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 27, 2009

 

AXT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

4281 Technology Drive

Fremont, California 94538

(Address of principal executive offices) (Zip Code)

 

 

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

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On April 29, 2009, AXT, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2009.  A copy of the Company’s press release, announcing the results, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information in Exhibit 99.1 hereto discussing the Company’s results of operations and financial condition for the quarter ended March 31, 2009, is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.  The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

 

Item 8.01 Other Events

 

At its meeting held on April 27, 2009, the Compensation Committee of the Board of Directors of the Company approved the award of such number of shares of restricted stock to each of its directors equal to $20,000 divided by the Company’s closing stock price on April 27, 2009 of $0.88, for an award to each member of the Board of Directors of 22,727 shares of Common Stock.  These shares vest in equal annual installments over three years on the anniversary of the date of grant.  Although the Compensation Committee had previously adopted a policy providing for an annual award of shares of restricted stock to members of the Board of Directors consisting of such number of shares of restricted stock valued at $25,000, based upon the closing stock price on the date of the grant, the Compensation Committee determined to reduce the 2009 annual award as described above given the Company’s current stock price.

 

Item 9.01 Financial Statements and Exhibits

 

(d)                                 Exhibits

 

99.1                           Press release dated April 29, 2009, regarding the financial results of AXT, Inc. for the quarter ended March 31, 2009.

 

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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 hereunto duly authorized.

 

 

		AXT, INC.
Date: April 29, 2009		By:	/s/ WILSON W. CHEUNG
			Wilson W. Cheung
			Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release dated April 29, 2009, regarding the financial results of AXT, Inc. for the quarter ended March 31, 2009.

 

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