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): April 30, 2008

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 2.02 Results of Operations and Financial Condition

On April 30, 2008, AXT, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2008.  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, 2008, 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 9.01 Financial Statements and Exhibits

(d)           Exhibits

99.1Press release dated April 30, 2008, regarding the financial results of AXT, Inc. for the quarter ended March 31, 2008.

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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 30, 2008	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 30, 2008, regarding the financial results of AXT, Inc. for the quarter ended March 31, 2008.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE Contacts: Wilson W. Cheung

Chief Financial Officer

(510) 683-5900

Leslie Green

Green Communications Consulting, LLC

(650) 312-9060

AXT, Inc. Announces First Quarter 2008 Results

Semi-Insulating GaAs and Ge Substrate Revenues Continue to Dominate Growth

FREMONT, Calif., Apr. 30, 2008 – AXT, Inc. (NasdaqGM: AXTI), a leading manufacturer of compound semiconductor substrates, today reported financial results for the first quarter ended March 31, 2008.

First Quarter 2008 Results

Revenue for the first quarter of 2008 was $19.6 million, compared with $17.6 million in the fourth quarter of 2007, and $12.5 million in the first quarter of 2007.  Total gallium arsenide (GaAs) substrate revenue was $13.7 million for the first quarter of 2008, compared with $12.2 million in the fourth quarter of 2007, and $8.8 million in the first quarter of 2007.

Indium phosphide (InP) substrate revenue was $477,000 for the first quarter of 2008, compared with $330,000 in the fourth quarter of 2007, and $518,000 in the first quarter of 2007.  Germanium (Ge) substrate revenue was $1.4 million compared with $747,000 in the fourth quarter of 2007 and $541,000 in the first quarter of 2007.  Raw materials sales were $4.0 million for the first quarter of 2008, compared with $4.3 million in the fourth quarter of 2007 and $2.6 million in the first quarter of 2007.

Gross margin was 31.7 percent of revenue for the first quarter of 2008.  This included a benefit from the sale of approximately $620,000 in fully reserved wafers, which positively affected the quarterly gross margin by 3.2 percentage points.  By comparison, gross margin in the fourth quarter of 2007 was 30.1 percent.  This included a benefit from the sales of approximately $466,000 in fully reserved wafers, which positively affected fourth quarter gross margin by 2.7 percentage points.  Gross margin in the first quarter of 2007 was 43.2 percent, including a benefit from the sale of approximately $785,000 in fully reserved wafers, which positively affected the quarterly gross margins by 6.3 percentage points.

Operating expenses were $4.3 million in the first quarter of 2008, compared with $3.7 million in the fourth quarter of 2007, and $4.2 million in the first quarter of 2007.

Income from operations for the first quarter of 2008 was $2.0 million compared with $1.6 million in the fourth quarter of 2007, and $1.2 million in the first quarter of 2007.

	AXT, Inc.
	4281 Technology Drive
	Fremont, CA 94538
	Tel: 510.683.5900
	Fax: 510.353.0668
	www.axt.com.

Net interest and other income for the first quarter of 2008 was $552,000, which included a gain on sale of investment of $459,000 compared with net interest and other income of $608,000 for the fourth quarter of 2007, which included a gain on sale of investment of $1.1 million, and net interest and other income of $213,000 in the first quarter of 2007.

Net income in the first quarter of 2008 was $2.0 million or $0.06 per diluted share, compared with net income of $1.9 million or $0.06 per diluted share in the fourth quarter of 2007, and net income of $1.3 million, or $0.04 per diluted share in the first quarter of 2007.

Management Qualitative Comments

“We are very pleased to report another solid quarter of growth, including strong increases in revenue from strategically important areas of our business such as 6-inch gallium arsenide and germanium substrates,” said Phil Yin, chairman and CEO.  “Much of our increases are coming from market share gains as key customer qualifications are beginning to generate revenue.  Further, our customer engagement and qualification activity is very high and we are pleased to see progression with a number of key companies in our space as a result of significant competitive differentiators.  While we remain cautious in the way that we plan and forecast our business, we believe that the industry trends support positive growth opportunities in the coming quarters.”

Outlook for Second Quarter, Ending June 30, 2008

AXT estimates revenue for the second quarter will increase to between $19.7 million and $20.0 million. The company estimates that net income per diluted share will be between $0.04 and $0.06, which takes into account our diluted weighted average share count of approximately 31.6 million shares.

Conference Call

The company will also host a conference call today to discuss these results at 1:30 p.m. PT. The conference call can be accessed at (416) 641-6143 (conference ID 325929). The call will also be simulcast on the Internet at www.axt.com. Replays will be available at (416) 695-5800 until May 7, 2008. 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. Additional investor information can be accessed at http://www.axt.com or by calling the company’s Investor Relations Department at (510) 683-5900.

About AXT, Inc.

AXT designs, develops, manufactures and distributes high-performance compound and single element semiconductor substrates comprising gallium arsenide (GaAs), indium phosphide (InP) and germanium (Ge) through its manufacturing facilities in Beijing, China.  In addition, AXT maintains its sales, administration and customer service functions at its headquarters in Fremont, California.  The company’s substrate products are used primarily in lighting display applications, wireless communications, and fiber optic communications. Its vertical gradient freeze (VGF) technique for manufacturing semiconductor substrates provides significant benefits over other methods and enabled AXT to become a leading manufacturer of such substrates, particularly in optoelectronics applications. AXT has manufacturing facilities in China and invests in five joint ventures producing raw materials. For more information, see AXT’s website at http://www.axt.com.

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Safe Harbor Statement

The foregoing paragraphs contain forward-looking statements within the meaning of the Federal Securities laws, including statements regarding our outlook for the second quarter of 2008, growth in our customer base and expansion of our addressable markets, increasing market share, industry trends that are driving increasing demand for our products, and opportunities for growth in the coming years.  These forward-looking statements are based upon specific assumptions that are subject to uncertainties and factors relating to the company’s operations and business environment, which could cause actual results of the company to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. These uncertainties and factors include but are not limited to overall conditions in the markets in which the company competes; market acceptance and demand for the company’s products; and other factors as set forth in the company’s annual report on Form 10-K and other filings made with the Securities and Exchange Commission.  Each of these factors is difficult to predict and many are beyond the company’s control. The company does not undertake any obligation to update publicly any forward-looking statement, as a result of new information, future events or otherwise.

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FINANCIAL TABLES TO FOLLOW

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AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended
	March 31,
	2008		2007
Revenue	$	19,634	$	12,526
Cost of revenue	13,413		7,121
Gross profit	6,221		5,405
Operating expenses:
Selling, general and administrative	3,667		3,703
Research and development	504		460
Impairment on assets held for sale	83		—
Total operating expenses	4,254		4,163
Income from operations	1,967		1,242
Interest income, net	124		224
Other income (expense), net	428		(11		)
Income before provision for income taxes	2,519		1,455
Provision for income taxes	560		111
Net income	$	1,959	$	1,344
Net income per share:
Basic	$	0.06	$	0.04
Diluted	$	0.06	$	0.04
Shares used in computing net income per share:
Basic	30,367		29,798
Diluted	31,585		31,324

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AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	March 31,			December 31,
	2008			2007
Assets:
Current assets
Cash and cash equivalents	$	23,225		$	18,380
Short-term investments	16,217			20,825
Accounts receivable, net	16,693			12,149
Inventories, net	29,077			24,781
Prepaid expenses and other current assets	5,405			3,569
Assets held for sale	—			5,140
Total current assets	90,617			84,844
Property, plant and equipment, net	17,120			15,986
Restricted deposits	6,550			6,700
Other assets	5,468			5,242
Total assets	$	119,755		$	112,772
Liabilities and stockholders’ equity:
Current liabilities
Accounts payable	$	8,973		$	4,328
Accrued liabilities	4,912			4,716
Current portion of long-term debt	735			450
Total current liabilities	14,620			9,494
Long-term debt, net of current portion	6,100			6,250
Other long-term liabilities	2,983			3,778
Total liabilities	23,703			19,522
Stockholders’ equity:
Preferred stock	3,532			3,532
Common stock	186,217			185,979
Accumulated deficit	(96,584		)	(98,543		)
Other comprehensive income	2,887			2,282
Total stockholders' equity	96,052			93,250
Total liabilities and stockholders’ equity	$	119,755		$	112,772