8-K

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

June 24, 2003

(Date of Report; Date of Earliest Event Reported)

AXT, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-24085	94-3031310
(Commission File Number)	(IRS 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)

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 9. Regulation FD Disclosure.

     On June 24, 2003, the Company issued a press release, attached hereto as Exhibit 99.1, where it announced that it will discontinue the majority of its unprofitable opto-electronics production.

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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: June 25, 2003	By:	/s/	Morris S. Young Morris S. Young President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated June 24, 2003.

EX-99.1 3 f91100exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 Contact: Don Tatzin Chief Financial Officer (510) 683-5900 AXT Announces Plan to Discontinue Opto-electronics Production SUBSTRATE PERFORMANCE ON TRACK FOR SECOND QUARTER FREMONT, Calif. - June 24, 2003 - AXT, Inc. (Nasdaq: AXTI), a leading manufacturer of compound semiconductor substrates, today announced that it will discontinue the majority of its unprofitable opto-electronics production. Approximately 165 employees at the California facilities of its opto-electronics division will be given notice that they will be laid off in 60 days. In the near future, the company will keep a minimum work force to produce and ship current customer orders and to continue to sell products from its inventory. AXT is reviewing its options for the discontinuation of the business, including spin-off of the division which may involve a joint venture, sale of the division or all or part of its assets, or liquidation. The gain or loss on disposal could vary materially depending on how the disposal is effected. Therefore, no estimates of the costs of discontinuation can be provided at this time. "By taking this step, we will be able to focus our attention on growing our core substrate business and bringing it to profitability, while conserving the company's cash," said Morris Young, President and CEO of AXT. Recently, AXT was sued by Cree Lighting for allegedly infringing a patent regarding light emitting diodes that Cree licenses from Boston University. AXT believes that the lawsuit is without merit and intends to defend itself vigorously. For the second quarter ending June 30, 2003, revenue from the continuing substrate business is expected to be $8.2-$8.4 million and net loss from continuing operations is expected to be $2.9-3.1 million or $0.13-$0.14 per share. The company's net loss for the second quarter will also include charges related to the discontinued opto-electronics business. The company will announce its second quarter results on July 23, 2003 and will host a conference call with company management at 1:30 PM PST on July 23 to announce its results. The call can be accessed at 785-832-2041; the passcode is AXT. The call will -More- also be simulcast on the Internet at www.axt.com. Replays will be available at 402-530-9311 until July 30. Financial and statistical information to be discussed in the call will be available on the company's website immediately prior to commencement of the call. A replay of the call and management's accompanying script will be available on the company's website immediately after the call through July 23, 2004. Additional investor information can be accessed at www.axt.com or by calling the Company's Investor Relations Department at (510) 683-5900. ABOUT AXT, INC. AXT designs, develops, manufactures and markets high-performance compound semiconductor substrates for the fiber optics and communications industries. The Company's proprietary Vertical Gradient freeze (VGF) crystal growth technology produces low-defect, semi-insulating and semi-conducting gallium arsenide, indium phosphide and germanium wafers. For more information, see AXT's website at http://www.axt.com. The Company can also be reached at 4281 Technology Drive, Fremont, California 94538 or by calling 510-683-5900. AXT is traded on the Nasdaq National Market under the symbol AXTI. SAFE HARBOR This press release contains forward-looking statements regarding the company's plan to discontinue its opto-electronics business, the outlook for its financial performance for the second quarter of 2003, and its defense of a lawsuit alleging patent infringement. Forward-looking statements address matters that are subject to a number of risks and uncertainties that can cause actual results to differ materially. Changes in the business might not match management's forecasts. The company may not be able to discontinue the opto-electronics business in an orderly manner and that may cause the costs of discontinuation to increase. We may be found to have infringed patents held by others and we could have to pay fines to the owners of these patents and our ability to continue to ship products could be disrupted. Orders from our customers have been delayed and reduced as a result of an imbalance or oversupply of products, and as customers assess the impact that SARS might have on their business, and we cannot predict how severe or prolonged these effects might be. Our business operations remain potentially vulnerable to SARS and its aftereffects influencing the volume and timing of customer orders, our ability to operate our production facilities, acquire key supplies, and meet customer demand in other parts of the world. For further discussion of the risks and uncertainties regarding AXT's business, reference is made to AXT's filings with the Securities and Exchange Commission, including the company's 10-K for the year ended December 31, 2002, and 10-Q for the three months ended March 31, 2003 filed with the Securities and Exchange Commission and available online by link from our website at www.axt.com, or from the SEC's website at www.sec.gov. The Company assumes no obligation to update the information in this press release. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

      Contact:

     Don Tatzin
     Chief Financial Officer
          (510) 683-5900

        AXT Announces Plan to Discontinue Opto-electronics Production

              SUBSTRATE PERFORMANCE ON TRACK FOR SECOND QUARTER

FREMONT, Calif. - June 24, 2003 - AXT, Inc. (Nasdaq: AXTI), a leading
manufacturer of compound semiconductor substrates, today announced that it will
discontinue the majority of its unprofitable opto-electronics production.
Approximately 165 employees at the California facilities of its opto-electronics
division will be given notice that they will be laid off in 60 days. In the near
future, the company will keep a minimum work force to produce and ship current
customer orders and to continue to sell products from its inventory.

AXT is reviewing its options for the discontinuation of the business, including
spin-off of the division which may involve a joint venture, sale of the division
or all or part of its assets, or liquidation. The gain or loss on disposal could
vary materially depending on how the disposal is effected. Therefore, no
estimates of the costs of discontinuation can be provided at this time.

"By taking this step, we will be able to focus our attention on growing our core
substrate business and bringing it to profitability, while conserving the
company's cash," said Morris Young, President and CEO of AXT.

Recently, AXT was sued by Cree Lighting for allegedly infringing a patent
regarding light emitting diodes that Cree licenses from Boston University. AXT
believes that the lawsuit is without merit and intends to defend itself
vigorously.

For the second quarter ending June 30, 2003, revenue from the continuing
substrate business is expected to be $8.2-$8.4 million and net loss from
continuing operations is expected to be $2.9-3.1 million or $0.13-$0.14 per
share. The company's net loss for the second quarter will also include charges
related to the discontinued opto-electronics business.

      The company will announce its second quarter results on July 23, 2003 and
will host a conference call with company management at 1:30 PM PST on July 23 to
announce its results. The call can be accessed at 785-832-2041; the passcode is
AXT. The call will

                                     -More-

also be simulcast on the Internet at www.axt.com. Replays will be available at
402-530-9311 until July 30. Financial and statistical information to be
discussed in the call will be available on the company's website immediately
prior to commencement of the call. A replay of the call and management's
accompanying script will be available on the company's website immediately after
the call through July 23, 2004. Additional investor information can be accessed
at www.axt.com or by calling the Company's Investor Relations Department at
(510) 683-5900.

ABOUT AXT, INC.

AXT designs, develops, manufactures and markets high-performance compound
semiconductor substrates for the fiber optics and communications industries. The
Company's proprietary Vertical Gradient freeze (VGF) crystal growth technology
produces low-defect, semi-insulating and semi-conducting gallium arsenide,
indium phosphide and germanium wafers. For more information, see AXT's website
at http://www.axt.com. The Company can also be reached at 4281 Technology Drive,
Fremont, California 94538 or by calling 510-683-5900. AXT is traded on the
Nasdaq National Market under the symbol AXTI.

      SAFE HARBOR

This press release contains forward-looking statements regarding the company's
plan to discontinue its opto-electronics business, the outlook for its financial
performance for the second quarter of 2003, and its defense of a lawsuit
alleging patent infringement. Forward-looking statements address matters that
are subject to a number of risks and uncertainties that can cause actual results
to differ materially. Changes in the business might not match management's
forecasts. The company may not be able to discontinue the opto-electronics
business in an orderly manner and that may cause the costs of discontinuation to
increase. We may be found to have infringed patents held by others and we could
have to pay fines to the owners of these patents and our ability to continue to
ship products could be disrupted. Orders from our customers have been delayed
and reduced as a result of an imbalance or oversupply of products, and as
customers assess the impact that SARS might have on their business, and we
cannot predict how severe or prolonged these effects might be. Our business
operations remain potentially vulnerable to SARS and its aftereffects
influencing the volume and timing of customer orders, our ability to operate our
production facilities, acquire key supplies, and meet customer demand in other
parts of the world. For further discussion of the risks and uncertainties
regarding AXT's business, reference is made to AXT's filings with the Securities
and Exchange Commission, including the company's 10-K for the year ended
December 31, 2002, and 10-Q for the three months ended March 31, 2003 filed with
the Securities and Exchange Commission and available online by link from our
website at www.axt.com, or from the SEC's website at www.sec.gov. The Company
assumes no obligation to update the information in this press release.