AXT 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2007
(Exact name of registrant as specified in its charter)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 22, 2007, AXT, Inc., (AXT or the Company) entered into a Purchase and Sale Agreement (the New Agreement) with SBC&D Co., Inc., a California Corporation, dba South Bay Development (the Buyer) under which it agreed to sell its property and building at 4311 Solar Way in Fremont, California in return for a cash payment of $5,650,000, subject to certain contingencies. In connection with the execution of the Agreement, the Buyer will deposit $250,000 with an escrow agent, which shall be fully refundable to Buyer prior to the expiration of the Buyers 30-day Due Diligence Period. If the Buyer delivers its Notice of Approval to the Company on or before the expiration of the Due Diligence Period, then, after the expiration of the Due Diligence Period, the deposit shall be deemed non-refundable to Buyer for any reason other than as a result of a breach or default by Seller or the occurrence of certain casualty or condemnation events prior to the close of escrow. The closing of the sale of the property is to occur within fifteen days of the lapse of the Due Diligence Period.
The Agreement is filed as Exhibit 10.24 to this Form 8-K and is incorporated herein in its entirety. Although the purchase is binding under the Agreement, it is conditioned upon various factors set forth more fully in the Agreement, including without limitation, the issuance of satisfactory title and the lifting of due diligence contingencies by the Buyers. In addition, the lifting of contingencies is based on variables which are beyond the control of the Company and which do not have set time deadlines. Accordingly, if the Company is unable to satisfy the Buyers contingencies, the sale will not close, and the Company will be required to return to the Buyer the $250,000 deposited with the escrow agent.
Item 1.02 Termination of a Material Definitive Agreement
On October 4, 2007, AXT, Inc. received a notice from Mr. and Mrs. Allen and Janette Blazick (collectively, the Original Buyers) terminating the Purchase and Sale Agreement (the Old Agreement) dated June 15, 2007 under section 2.2.1 of the Old Agreement. Pursuant to the Old Agreement, AXT had agreed to sell its property and building at 4311 Solar Way in Fremont, California to the Original Buyers, in return of a cash payment of $5,350,000, subject to certain contingencies.
Item 2.02 Results of Operations and Financial Condition
On October 25, 2007, AXT, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2007. A copy of the Companys press release, announcing the results, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Exhibit 99.1 hereto discussing the Companys results of operations and financial condition for the quarter ended September 30, 2007, is being furnished in accordance with General Instruction B.2 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made
before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 8.01 Other Matters
On October 19, 2007, the Board of Directors of the Company appointed Dr. Philip C.S. Yin, the Companys Chief Executive Officer as Chairman of the Board, succeeding Jesse Chen. Mr. Chen has been named as Lead Independent Director of the Company. Both appointments are effective immediately.
Announcement of these changes is included in the Companys press release issued on October 25, 2007, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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.