- Current report filing (8-K)
April 20 2009 - 10:36AM
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):
April 17,
2009
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
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(Commission File
No.)
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(I.R.S. Employer
Identification
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incorporation)
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No.)
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4281
Technology Drive
Fremont, California 94538
(Address
of principal executive offices)
510) 683-5900
(Registrants
telephone number, including area code)
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On April 17, 2009,
AXT, Inc. (the Company), entered into a Separation Agreement and General
Release of Claims (the Agreement) with Philip C.S. Yin, its former Chief
Executive Officer and Chairman of the Board.
As previously announced by the Company, Dr. Yin resigned as
Chairman and Chief Executive Officer and as a member of the Board of Directors
effective March 17, 2009.
Pursuant to the terms of
the Agreement, the Company will provide to Dr. Yin certain separation
benefits as a result of the termination of his employment, subject to Dr. Yins
execution of and compliance with a general release of claims. Under the Agreement, the Company will pay to Dr. Yin
a lump sum payment in the amount of $340,000, representing 12 months of his
base salary, less applicable withholding and less the sum of $11,812.20
representing amounts due to the Company by Dr. Yin. In the event that Dr. Yin timely elects
to obtain continued group health insurance coverage under COBRA following his
termination of employment, the Company will pay the full premiums for such
coverage through the earlier of (i) March 31, 2010, or (ii) the
date on which Dr. Yin first becomes eligible to obtain other comparable
group health insurance coverage. Under
the Agreement, all outstanding but unvested options to purchase Company common
stock held by Dr. Yin will vest in full immediately prior to the date of
termination of employment. In addition,
the period of exercisability of any vested stock options held by Dr. Yin
has been extended to September 30, 2011 or expiration of the individual
option grant, whichever occurs first.
In consideration for
these benefits, Dr. Yin has granted to the Company a release of
claims. Dr. Yin has also agreed,
that for a period of one year following the date of the Agreement, he will not,
directly or indirectly, solicit employees to terminate their employment with
the Company.
A copy of the Agreement
is attached hereto as Exhibit 10.33.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No.
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Description
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Exhibit 10.33
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Separation Agreement
and General Release of Claims between AXT, Inc. and Philip C.S. Yin.
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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.
Date: April 20, 2009
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AXT, INC.
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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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