Form 8-K

-----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, QChNu+FnTrAMC46VLABytky7W+hDXDDt67BSDX0EC2wXRzS9KktztH1DOqle7yLw MpIBAer0061sN68vgeEH7Q== 0000891618-03-001340.txt : 20030320 0000891618-03-001340.hdr.sgml : 20030320 20030320160815 ACCESSION NUMBER: 0000891618-03-001340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030314 ITEM INFORMATION: Other events ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030320 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24085 FILM NUMBER: 03610680 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 8-K 1 f88662e8vk.htm FORM 8-K Form 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

March 14, 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 5. Other Events.
	Item 9. Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

On March 14, 2003, the Company issued a press release, attached hereto as Exhibit 99.1, where it announced that its board of directors adopted a program to repurchase from time to time at management’s discretion up to 2,000,000 shares of the Company’s common stock in the open market or in private during the twelve-month period ending March 7, 2004 at prevailing market prices. As of March 14, 2003, the Company had 22,693,984 shares of common stock outstanding.

Item 9. Regulation FD Disclosure.

On March 18, 2003, the Company issued a press release, attached hereto as Exhibit 99.2, where it announced updates to the Company’s First quarter 2003 guidance. The Company disclosed that it expects revenue to be in the middle of the guidance range of $11.8 million to $12.7 million provided in February. Net loss will be $0.22 to $0.24 per share compared with the Company’s prior guidance of a net loss of $0.25 to $0.33 per share. The Company also announced that it had received proceeds from the sale of one of its U.S buildings.

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: March 20, 2003	By:	/s/	Morris S. Young
			Morris S. Young
			President and
			Chief Executive Officer

EXHIBIT INDEX


Exhibit		Description


99.1		Press Release, dated March 14, 2003.
99.2		Press Release, dated March 18, 2003.

4 EX-99.1 3 f88662exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 Contact: Don Tatzin Chief Financial Officer (510) 683-5900 AXT, INC. ANNOUNCES PROGRAM TO REPURCHASE ITS COMMON STOCK CFO TO SPEAK AT ROTH CAPITAL PARTNERS GROWTH STOCK CONFERENCE FREMONT, Calif.- March 14, 2003 - AXT, Inc. (Nasdaq: AXTI), a leading manufacturer of compound semiconductor substrates and opto-electronic devices, announced today that its Board of Directors has adopted a program to repurchase from time to time at management's discretion up to 2,000,000 shares of the company's common stock in the open market or in private during the twelve-month period ending March 7, 2004 at prevailing market prices. As of March 13, 2003 the company had 22,693,984 shares of common stock outstanding. Repurchases will be made under the program using the company's own cash resources. RBC Capital Markets will act as agents for the company's stock repurchase program. "The Board and management team believe that the company's common shares are undervalued at the current price and do not reflect AXT's value and prospects," said Morris Young, president and chief executive officer. "This stock repurchase program communicates our confidence in AXT's potential and the positions we have built in the substrate and opto-electronic businesses." Young continued, "We believe that the repurchase of our stock represents an attractive opportunity. We hope to finance a portion of the purchase by selling our shares in Finisar Corporation and, as such, the repurchase program will not compromise the financial flexibility required to achieve our goals." CONFERENCE APPEARANCE AXT CFO Don Tatzin will make a presentation at the Roth Capital Partners Growth Stock Conference on March 17 at 9am. The presentation will be subsequently available through the investor relations section of the company's website, axt.com. ABOUT AXT, INC. AXT designs, develops, manufactures and markets high-performance compound semiconductor substrates for the fiber optics and communications industries. AXT also is a leading producer of light-emitting diodes (LEDs), such as green, cyan and blue LEDs, for the display and lighting industries, and vertical-cavity surface-emitting lasers (VCSELs) for the fiber optics industry. 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 substrates. 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 AXT's share repurchase program and its possible sale of common stock it holds in Finisar Corporation. 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 have sufficient liquidity to repurchase the number of shares authorized in the repurchase program or conditions required prior to effecting such repurchases may not occur. Reference is made to AXT's filings with the Securities and Exchange Commission, including AXT's Form 10-K for the year ended December 31, 2001 and Form 10-Q for the periods ending March 31, 2002 and June 30, 2002 and September 30, 2002 for further discussion of risks and uncertainties regarding AXT's business. The Company assumes no obligation to update the information in this press release. ### EX-99.2 4 f88662exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 Contacts: Don Tatzin Chief Financial Officer (510) 683-5900 AXT UPDATES FIRST QUARTER 2003 GUIDANCE BUILDING SALE COMPLETED FREMONT, Calif. - March 18, 2003 - AXT, Inc. (Nasdaq: AXTI), a leading manufacturer of optoelectronic devices and compound semiconductor substrates, today updated its guidance for the first quarter of 2003. Speaking at the Roth Capital Partners Growth Stock Conference in Dana Point, AXT's Chief Financial Officer Don Tatzin commented that the company expected revenue will be in the middle of the guidance range of $11.8 million to $12.7 million provided in February. Net loss will be $0.22 to $0.24 per share compared with the company's prior guidance of a net loss of $0.25 to $0.30 per share. "We continue to experience growth in our opto-electronics business, but in recent weeks have experienced more pricing pressure," said Tatzin. "The substrate business is flat compared with last quarter although we have started to see an increase in interest from some customers for shipments late in March and into the second quarter." "While revenues will approximately equal those from last quarter, our operating loss will decline due to the continued effects of our cost reduction efforts. We remain focused on increasing revenue in both divisions and in strengthening our cash position. Today we will receive proceeds from the sale of one of our U.S. buildings. We project that cash and investment balances at March 31 will be higher than at December 31, 2002." The company expects to announce its results for the first quarter after the market closes on April 23, 2003. A replay of AXT's presentation at the Roth Capital Partners Growth Stock Conference is available at www.axt.com through March 31, 2003. ABOUT AXT, INC. AXT is a leading producer of light-emitting diodes (LEDs), such as blue, green, and cyan LEDs for the display and lighting industries and edge-emitting and vertical-cavity surface-emitting lasers (VCSELs) for the fiber optics industry. AXT also 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- - More - AXT, Inc. Updates First Quarter 2003 Guidance March 18, 2003 Page 2 of 2 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 AXT's performance for 2003, preliminary first quarter results, cash balances, customer orders, and the sale of one of its real estate assets. Forward-looking statements address matters that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expected, as a result of factors including, but not limited to: possible cancellations and postponements of customer orders; increased or continuing pricing pressure on sales of our products; unpredictable fluctuations in our operating results due, among other factors, to the performance of our products and our ability to manufacture products at high volume in accordance with strict quality control standards; war or terrorist activity that disrupt our manufacturing capabilities or interrupt the sale of our products; a difficult economic climate, and downturn in the markets for our products, the expansion of our China operations which may be costlier or take more time than expected; failure to achieve anticipated sales of our HB LED and VCSEL products; noncompliance with environmental and other regulations that may cause us to incur large fines and delays in manufacturing our products; further declines in the net realizable value of our inventory, requiring us to reduce the value of our inventory; and declines in our cash balances resulting from periodic contractions. Reference is made to AXT's filings with the Securities and Exchange Commission, including AXT's Form 10-K for the year ended December 31, 2001 and its Form 10-Qs filed for each of the subsequent quarters for further discussion of risks and uncertainties regarding AXT's business. ### -----END PRIVACY-ENHANCED MESSAGE-----

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