AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2001
REGISTRATION NO. 333-47560
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AXT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3031310
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4281 TECHNOLOGY DRIVE
FREMONT, CALIFORNIA 94538
(510) 683-5900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MORRIS S. YOUNG
CHIEF EXECUTIVE OFFICER
AXT, INC.
4281 TECHNOLOGY DRIVE
FREMONT, CALIFORNIA 94538
(510) 683-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
SALLY J. RAU, ESQ.
ELIZABETH M. O'CALLAHAN, ESQ.
GRAY CARY WARE & FREIDENRICH LLP
400 HAMILTON AVENUE
PALO ALTO, CALIFORNIA 94301-1825
(650) 833-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective Act amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ X ] Registration Statement File No.
333-47560.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form S-3,
File No. 333-47560, is being filed with the Securities and Exchange Commission
pursuant to Rule 462(c) under the Securities Act of 1933, as amended. This
Amendment is being filed for the sole purpose of de-registering the shares not
sold under this Registration Statement. Approximately 158,415 shares have been
sold under this Registration Statement to date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf of the undersigned, thereunto
duly authorized in the City of Fremont, State of California on December 17,
2001.
AXT, INC.
By: /s/ Morris S. Young*
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Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE
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/s/ Morris S. Young* Chief Executive Officer and Director
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Morris S. Young
/s/ Donald L. Tatzin Chief Financial Officer and Director
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Donald L. Tatzin
/s/ Jesse Chen* Director
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Jesse Chen
/s/ B.J. Moore* Director
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B. J. Moore
/s/ David Chen* Director
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David Chen
*BY: /s/ Donald L. Tatzin Attorney-in-Fact
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Donald L. Tatzin
Attorney-In-Fact