8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

October 25, 2010

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, including zip code)

(510) 683-5900

(Registrant’s telephone number, including area code)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 25, 2010, the Board of Directors approved an amendment to Section 2.2 of the Company’s bylaws to amend the process by which newly appointed directors shall be assigned to a class of directors.

The foregoing description is qualified in its entirety by reference to the Certificate of Amendment of Bylaws, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment of Bylaws

2

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.
By:	/s/ Raymond A. Low
	Raymond A. Low Chief Financial Officer

Date:  October 26, 2010

3

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of Bylaws

4

EX-3.1

Exhibit 3.1

Certificate of Amendment

of Bylaws of

AXT, Inc.

The undersigned, being the Secretary of AXT, Inc. (the “Company”), hereby certifies that Section 2.2 of the Second Amended and Restated Bylaws of the Company was amended effective October 25, 2010 by the Company’s Board of Directors to change such paragraph to read in full as follows:

“2.2        Vacancies and Newly Created Directorships.  Unless otherwise provided in the certificate of incorporation or these bylaws, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification or other cause (other than removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum.  If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.”

Dated: October 26, 2010

AXT, INC.

By:	/s/Raymond A. Low
Name: Raymond A. Low
Title: Chief Financial Officer and Corporate Secretary, AXT, Inc.