8-K

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): December 01, 2004

AXT, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-24085	94-3031310
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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
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 8.01  Other Events.

On December 01, 2004, AXT, Inc. (“AXT”) announced that it has reached a final settlement with Sumitomo Electric Industries, Ltd. (“SEI”), a Japanese corporation, of the litigation commenced in Japan by SEI against AXT alleging infringement of certain SEI patents, and of the interference action between an AXT patent and an SEI reissue application brought in the United States.  The settlement includes a global intellectual property cross-licensing agreement.  AXT recorded a charge of approximately $1.4 million in the quarter ended September 30, 2004 in connection with this settlement.  The settlement requires that payment of this amount be made in early January, 2005 and the litigation in Japan be withdrawn shortly thereafter.  A copy of the press release announcing the settlement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c)Exhibits

99.1Press Release dated December 01, 2004.

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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: December 02, 2004	By:	/s/ DONALD L. TATZIN
		Donald L. Tatzin
		Interim Chief Executive Officer
		/s/ WILSON W. CHEUNG
		Wilson W. Cheung
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated December 01, 2004.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:
	Wilson W. Cheung
	Chief Financial Officer
	(510) 683-5900

AXT Settles with Sumitomo Electric Industries, Ltd. on Global Intellectual Property Cross-Licensing Agreement

FREMONT, Calif., December 1, 2004 - AXT, Inc. (Nasdaq: AXTI), a leading manufacturer of compound semiconductor substrates, today announced that it has reached a final settlement of its litigation with Sumitomo Electric Industries, Ltd. (SEI), which includes a global intellectual property cross-licensing agreement.  AXT recorded a charge of approximately $1.4 million in the quarter ended September 30, 2004 in connection with this settlement.  The agreement requires that payment of this amount be made in early January, 2005 and the litigation in Japan to be withdrawn shortly thereafter.

About AXT, Inc.

AXT is a leading producer of 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.

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