-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JZBuXiToo6lMG7UkB3+5+sqxx7V5eLRQrqGGqtxr03loIsW4yFvtPndy2wfhlJu/ sXfZllzsEihVCOXmH1xMPg== 0001140223-05-000039.txt : 20050627 0001140223-05-000039.hdr.sgml : 20050627 20050627105622 ACCESSION NUMBER: 0001140223-05-000039 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXT INC CENTRAL INDEX KEY: 0001051627 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943031310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55653 FILM NUMBER: 05916639 BUSINESS ADDRESS: STREET 1: 4821 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106835900 MAIL ADDRESS: STREET 1: 4311 SOLAR WAY CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN XTAL TECHNOLOGY DATE OF NAME CHANGE: 19971217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEEPHAVEN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001140223 IRS NUMBER: 411908497 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 130 CHESHIRE LANE SUITE 102 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 9522495500 SC 13G 1 form13gaxt.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AXT Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common - -------------------------------------------------------------------------------- (Title of Class of Securities) 00246W103 - -------------------------------------------------------------------------------- (CUSIP Number) March 30, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 00246W103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Deephaven Capital Management LLC 41-1908497 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) N/A 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 1,171,432 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each 7. Sole Dispositive Power Reporting 1,171,432 Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,171,432 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A 11. Percent of Class Represented by Amount in Row (9) 5.07% 12. Type of Reporting Person (See Instructions) OO Item 1. (a) Name of Issuer AXT Inc. (b) Address of Issuer's Principal Executive Offices 4821 TECHNOLOGY DRIVE FREMONT CA 94538 Item 2. (a) Name of Person Filing Deephaven Capital Management LLC (b) Address of Principal Business Office or, if none, Residence 130 Cheshire Lane, Suite 102, Minnetonka MN 55305 (c) Citizenship Delaware (d) Title of Class of Securities Common (e) CUSIP Number 00246W103 Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,171,432 (b) Percent of class: 5.07% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,171,432 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,171,432 (iv) Shared power to dispose or to direct the disposition of: 0 Instruction. For computations regarding securities which represent a right to acquire and underlying security see ss.240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to ss.240.13d(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date June 27, 2005 Signature /s/ Jim Korn Jim Korn, Chief Legal Officer -----END PRIVACY-ENHANCED MESSAGE-----