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): May 24, 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)

TABLE OF CONTENTS

EXHIBIT 99.1

Item 5. Other Events and Regulation FD Disclosure.

     On May 24, 2004, AXT, Inc., a Delaware corporation (“AXT”), announced that it has completed its investigation into certain product testing practices and procedures and as a result has implemented certain executive management changes. Donald L. Tatzin, formerly Chief Financial Officer, will become Interim Chief Executive Officer. Wilson W. Cheung, AXT’s Vice President, Corporate Controller, has been promoted to Chief Financial Officer. Morris Young, Ph.D., formerly AXT’s Chairman, President and CEO will be responsible for improving and expanding the Company’s China operation. He will remain a director. Jesse Chen, a current AXT board member will also assume the role of Chairman of the Board.

     A copy of the press release announcing this action is attached hereto as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 24, 2004 announcing executive management changes.

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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: May 24, 2004	By:	/s/ DONALD L. TATZIN
		Donald L. Tatzin
		Interim Chief Executive Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated May 24, 2004, announcing executive management changes.

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

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

                  AXT, INC. ANNOUNCES EXECUTIVE MANAGEMENT CHANGES
                  Chen Becomes Chairman; Tatzin Becomes Interim CEO

         FREMONT, Calif.- May 24, 2004 - AXT, Inc. (NASDAQ: AXTI), a leading
manufacturer of compound semiconductor substrates, today announced that it has
completed its investigation into certain product testing practices and
procedures as announced on April 27, 2004, and as a result has implemented
certain executive management changes. Donald L. Tatzin, formerly chief financial
officer, will become interim chief executive officer. Wilson W. Cheung, AXT's
vice president, corporate controller, has been promoted to chief financial
officer. Morris Young, Ph.D., formerly AXT's chairman, president and CEO will be
responsible for improving and expanding the company's China operation. He will
also remain a director. Jesse Chen, a current AXT board member will assume the
role of chairman of the board. In taking the latter action, the Board of
Directors of AXT indicated a desire to separate the role of chairman and chief
executive officer. In addition, the company has released its first quarter 2004
financial results and filed its quarterly report on Form 10-Q earlier today.

"As a founder of AXT and as its president and CEO, Morris has made tremendous
contributions to the company's growth and development," said Jesse Chen,
chairman of AXT's Board of Directors. "We are very pleased to be able to
leverage his talent and experience to strengthen AXT's operations in China and
to support many of the important procedural changes we have made."

Jesse Chen has been a member of AXT's Board of Directors since Feb. 1998. Since
May 1997, Chen has served as a managing director of Maton Venture, an investment
company. Prior to Maton Venture, Chen co-founded BusLogic, Inc., a computer
peripherals company, and served as its chief executive officer. He has a B.S.
degree in aeronautical engineering from Chenkung University, Taiwan and a M.S.
degree in electrical engineering from Loyola Marymount University.

Donald L. Tatzin has been a member of AXT's Board of Directors since February
1998 and has served as the company's chief financial officer since August 2000.
From April 2000 to August 2000, Tatzin was AXT's interim chief financial
officer. From 1993 to 1998, Mr. Tatzin was executive vice president of Showboat,
a gaming company. In addition, from April 1995 to October 1996, Tatzin served as
a director for Sydney Harbour Casino, an Australian gaming company and from
April 1996 to October 1996, as its chief executive officer. From 1976 to 1993,
Tatzin was a director and consultant with Arthur D. Little. Tatzin has a B.S.
degree in economics and B.S. and M.S. degrees in city planning from the
Massachusetts Institute of Technology and a M.S. degree in economics from
Australian National University.

Wilson W. Cheung joined AXT as vice president, corporate controller in May 2004.
From February 2001 to April 2004, Cheung was corporate controller of interWAVE
Communications International Ltd., a publicly traded manufacturer of wireless
voice and data communications systems. From 2000 to 2001, Cheung was senior
finance manager of Yahoo! Inc., a global Internet products and services
provider. Cheung spent more than eight years, from 1991 to 1999, in public
accounting with KPMG and Deloitte & Touche, and served as senior manager of
Deloitte's San Francisco office from 1997 to 1999. From 1999 to 2000, Cheung
served on the board of directors of the Hong Kong Association of Northern
California. Cheung is a California certified public accountant, and a member of
the AICPA, California Society of CPAs and the Financial Executives
International. Cheung holds a B.A. in Economics/Business from UCLA.

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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