SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to
SCHEDULE TO
(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

AXT, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Certain Options to Purchase Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

(CUSIP Number of Class of Securities)
(Underlying Common Stock)

0246W103

Donald L. Tatzin
Chief Financial Officer
AXT, Inc.
4281 Technology Drive
Fremont, CA 94538
(510) 683-5900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)

Copies to:
Sally Rau, Esq.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
(650) 833-2395

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee**

$19,337,555.45 $1,564.41

*	Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,527,926 shares of common stock of AXT, Inc. having an aggregate value of $19,337,555.45 as of May 22, 2003 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended by Fee Rate Advisory #11, effective February 25, 2003, equals $80.90 per $1,000,000 of the value of the transaction.
[ X]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,564.41
Form or Registration No.:	Schedule TO-I
Filing Party:	AXT, Inc.
Date Filed:	May 27, 2003

[  ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[  ]	third party tender offer subject to Rule 14d-1.
[X]	issuer tender offer subject to Rule 13e-4.
[  ]	going-private transaction subject Rule 13e-3.
[   ]	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [  ]

TABLE OF CONTENTS

	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT (A)(1)(L)
EXHIBIT (A)(1)(M)

Introductory Statement

     This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by AXT, Inc. (the “Company”) with the Securities and Exchange Commission on May 27, 2003, as amended by Amendment No. 1 to such Tender Offer Statement (the “Schedule TO”), relating to an offer by the Company to exchange certain eligible stock options to purchase shares of the Company’s common stock, par value $0.001 per share, outstanding under the Company’s 1997 Stock Option Plan (the “1997 Plan”), for new options (the “New Options”) that will be granted under the 1997 Plan upon the terms and subject to the conditions set forth in the Offer to Exchange that was filed as Exhibit (a)(1)(A) to the Schedule TO.

     This Amendment No. 1 amends and supplements the Schedule TO and the Offer to Exchange, in order to:

     (i) file as Exhibit (a)(1)(L) a press release, dated June 18, 2003, announcing an extension of the Offer to 9:00 p.m., Pacific Time, on June 30, 2003, and

     (ii) file as Exhibit (a)(1)(M) a Memorandum from Morris Young, the Company’s Chief Executive Officer, sent to employees of the Company on June 18, 2003.

2

Item 12. Exhibits.

(a) (1) (A)*	Offer to Exchange Certain Outstanding Options for New Options, dated May 27, 2003
(a) (1) (B)*	Press Release dated May 27, 2003
(a) (1) (C)*	Memorandum from Morris S. Young sent to employees of the Company on May 27, 2003
(a) (1) (D)*	Form of Election Form, incorporated by reference to Annex 1 to the Offer to Exchange Certain Outstanding Options for New Options filed as Exhibit (a)(1)(A) hereto
(a) (1) (E)*	Form of Notice to Withdraw from the Offer, incorporated by reference to Annex 2 to the Offer to Exchange Certain Outstanding Options for New Options filed as Exhibit (a)(1)(A) hereto
(a) (1) (F)*	Form of Electronic or Facsimile Confirmation of Receipt of Forms
(a) (1) (G)*	Form of Electronic or Facsimile Reminder to Employees
(a) (1) (H)*	Form of Electronic or Facsimile Confirmation of Participation in the Offer to Exchange
(a) (1) (I)*	AXT, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2002, filed with the Securities and Exchange Commission on March 21, 2003 and incorporated herein by reference
(a) (1) (J)*	AXT, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2003, filed with the Securities and Exchange Commission on May 9, 2003 and incorporated herein by reference
(a) (1) (K)*	Notice to eligible option holders, dated June 10, 2003
(a) (1) (L)	Press Release dated June 18, 2003
(a) (1) (M)	Memorandum from Morris Young sent to employees of the Company on June 18, 2003.
(b)	Not Applicable
(d) (1)*	AXT, Inc. 1997 Stock Option Plan, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-48085) and incorporated herein by reference
(d) (2)*	Form of Option Agreement pursuant to the AXT, Inc. 1997 Stock Option Plan
(g)	Not Applicable
(h)	Not Applicable

Item 13. Information Required by Schedule 13E-3.

          (a)     Not applicable.

* Previously filed.

3

SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

	AXT, INC.
	/s/ DONALD L. TATZIN
	Donald L. Tatzin
	Chief Financial Officer
Dated: June 18, 2003

4

INDEX TO EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
(a) (1) (A)*	Offer to Exchange Certain Outstanding Options for New Options, dated May 27, 2003
(a) (1) (B)*	Press Release dated May 27, 2003
(a) (1) (C)*	Memorandum from Morris S. Young sent to employees of the Company on May 27, 2003
(a) (1) (D)*	Form of Election Form, incorporated by reference to Annex 1 to the Offer to Exchange Certain Outstanding Options for New Options filed as Exhibit (a)(1)(A) hereto
(a) (1) (E)*	Form of Notice to Withdraw from the Offer, incorporated by reference to Annex 2 to the Offer to Exchange Certain Outstanding Options for New Options filed as Exhibit (a)(1)(A) hereto
(a) (1) (F)*	Form of Electronic or Facsimile Confirmation of Receipt of Forms
(a) (1) (G)*	Form of Electronic or Facsimile Reminder to Employees
(a) (1) (H)*	Form of Electronic or Facsimile Confirmation of Participation in the Offer to Exchange
(a) (1) (I)*	AXT, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on March 21, 2003 and incorporated herein by reference
(a) (1) (J)*	AXT, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2003, filed with the Securities and Exchange Commission on May 9, 2003 and incorporated herein by reference
(a) (1) (K)*	Notice to eligible option holders, dated June 10, 2003
(a) (1) (L)	Press Release dated June 18, 2003
(a) (1) (M)	Memorandum from Morris Young sent to employees of the Company on June 18, 2003
(d) (1)*	AXT, Inc. 1997 Stock Option Plan, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-48085) and incorporated herein by reference
(d) (2)*	Form of Option Agreement pursuant to the AXT, Inc. 1997 Stock Option Plan

* Previously filed.

EX-99.(A)(1)(L) 3 f90495a2exv99wxayx1yxly.txt EXHIBIT (A)(1)(L) Exhibit (a)(1)(L) [AXT Letterhead] Contact: NEWS RELEASE FOR IMMEDIATE RELEASE AXT ANNOUNCES EXTENSION OF STOCK OPTION EXCHANGE PROGRAM FREMONT, Calif., June 18, 2003 /PRNewswire-FirstCall/-- AXT, Inc. (Nasdaq: AXTI), a leading manufacturer of optoelectronic devices and compound semiconductor substrates, today announced that it has extended until 9:00 p.m., Pacific Time, on June 30, 2003 the expiration of its voluntary stock option exchange program for eligible option holders. The program, announced by AXT on May 27, 2003, was originally scheduled to expire at 9:00 p.m., Pacific Time, on June 24, 2003. Under the program, eligible AXT option holders who elect to participate will have the opportunity to tender for cancellation outstanding options in exchange for new options to be granted on a future date that is at least six months and one day after the date of cancellation. Members of AXT's Board of Directors and its executive officers are not eligible to participate in the program. As of 4:00 p.m., Pacific Time, on June 17, 2003, options to purchase an aggregate of approximately 436,000 shares of AXT common stock had been tendered for exchange. If each outstanding eligible stock option is exchanged, AXT would expect to grant replacement options in the future to purchase approximately 1,146,000 shares of our common stock. ABOUT AXT 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. AXT is also 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. 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. EX-99.(A)(1)(M) 4 f90495a2exv99wxayx1yxmy.txt EXHIBIT (A)(1)(M) EXHIBIT (a)(1)(M) TO: Employees with Eligible Stock Options FROM: Morris Young DATE: June 18, 2003 SUBJECT: Extension of Option Exchange Program - -------------------------------------------------------------------------------- The original deadline for electing to participate in, or for modifying or withdrawing your election to participate in, the AXT stock option exchange program was 9:00 p.m., Pacific Time, on June 24, 2003. AXT has extended this deadline by six business days. We are extending the program in order to assure that all eligible employees who wish to participate have an opportunity to participate, and have an opportunity to modify or withdraw their participation. The new deadline for electing to participate in the program is 9:00 p.m., Pacific Time, on June 30, 2003 (unless further extended prior to that time). Until the new deadline, you may also withdraw your tendered options. After the extended deadline, your election to participate in the program will be irrevocable. You should carefully review the Offer to Exchange and the supplemental information and forms previously provided. Should you wish to participate, or modify your participation in, the program, you should complete and return an Election Form. Should you wish to withdraw your participation, you should complete and return a Notice to Withdraw From the Offer. If you have any questions concerning the extension of the program, need additional copies of any of the program materials or forms, or require other information or assistance regarding your participation in the program, please contact Kirk Lowe. ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR OUR BOARD MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR OPTIONS FOR EXCHANGE. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(1)(L)

                                                           Exhibit (a)(1)(L)
                                [AXT Letterhead]

Contact:                                                            NEWS RELEASE

                                                           FOR IMMEDIATE RELEASE

           AXT ANNOUNCES EXTENSION OF STOCK OPTION EXCHANGE PROGRAM

FREMONT, Calif., June 18, 2003 /PRNewswire-FirstCall/-- AXT, Inc. (Nasdaq:
AXTI), a leading manufacturer of optoelectronic devices and compound
semiconductor substrates, today announced that it has extended until 9:00 p.m.,
Pacific Time, on June 30, 2003 the expiration of its voluntary stock option
exchange program for eligible option holders. The program, announced by AXT on
May 27, 2003, was originally scheduled to expire at 9:00 p.m., Pacific Time, on
June 24, 2003.

Under the program, eligible AXT option holders who elect to participate will
have the opportunity to tender for cancellation outstanding options in exchange
for new options to be granted on a future date that is at least six months and
one day after the date of cancellation. Members of AXT's Board of Directors and
its executive officers are not eligible to participate in the program. As of
4:00 p.m., Pacific Time, on June 17, 2003, options to purchase an aggregate of
approximately 436,000 shares of AXT common stock had been tendered for exchange.
If each outstanding eligible stock option is exchanged, AXT would expect to
grant replacement options in the future to purchase approximately 1,146,000
shares of our common stock.


ABOUT AXT

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. AXT is also 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. 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.

EX-99.(A)(1)(M)

                                                               EXHIBIT (a)(1)(M)


TO:         Employees with Eligible Stock Options

FROM:       Morris Young

DATE:       June 18, 2003

SUBJECT:    Extension of Option Exchange Program
- --------------------------------------------------------------------------------
The original deadline for electing to participate in, or for modifying or
withdrawing your election to participate in, the AXT stock option exchange
program was 9:00 p.m., Pacific Time, on June 24, 2003. AXT has extended this
deadline by six business days.

We are extending the program in order to assure that all eligible employees who
wish to participate have an opportunity to participate, and have an opportunity
to modify or withdraw their participation.

The new deadline for electing to participate in the program is 9:00 p.m.,
Pacific Time, on June 30, 2003 (unless further extended prior to that time).
Until the new deadline, you may also withdraw your tendered options. After the
extended deadline, your election to participate in the program will be
irrevocable.

You should carefully review the Offer to Exchange and the supplemental
information and forms previously provided. Should you wish to participate, or
modify your participation in, the program, you should complete and return an
Election Form. Should you wish to withdraw your participation, you should
complete and return a Notice to Withdraw From the Offer.

If you have any questions concerning the extension of the program, need
additional copies of any of the program materials or forms, or require other
information or assistance regarding your participation in the program, please
contact Kirk Lowe.

ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR OUR BOARD
MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR
OPTIONS FOR EXCHANGE.