Axt Inc - Current report filing (8-K)
February 20 2008 - 1:31PM
Edgar (US Regulatory)
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):
February 19, 2008
AXT, INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-24085
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94-3031310
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4281 Technology Drive
Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(510) 683-5900
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):
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 February 19, 2008, AXT, Inc., (
AXT
or the
Company
)
entered into a Purchase and Sale Agreement (the
Agreement
)
with Car West Auto Body, Inc., a California corporation (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 $5,600,000, subject to certain contingencies. In connection with the execution of the Agreement,
the Buyer will deposit $300,000 with an escrow agent, which shall be fully
refundable to Buyer prior to the expiration of the Buyers 20-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 on the later of (a) thirty days after the expiration
of the Due Diligence Period or (b) March 18, 2008.
The Agreement is filed as
Exhibit 10.25
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 $300,000 deposited with the escrow
agent.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
10.25
Purchase and Sale
Agreement dated February 19, 2008 by and between AXT, Inc. and
Car West Auto Body, Inc., a
California corporation.
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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.
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AXT, INC.
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Date: February 20,
2008
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By:
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/s/ WILSON W. CHEUNG
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Wilson W. Cheung
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Chief Financial Officer
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3
EXHIBIT INDEX
Exhibit
Number
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Description
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10.25
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Purchase
and Sale Agreement dated February 19, 2008 by and between AXT, Inc.
and
Car West Auto
Body, Inc., a California corporation.
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4
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