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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, DC. 20549
----------------------------
FORM 10-Q10-Q/A
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
June 30, 20001999
or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
______________ to ______________
Commission File Number 0-24085
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AXT, INC.
(Exact name of registrant as specified in its charter)(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3031310
(State or other jurisdiction of(STATE OR OTHER JURISDICTION OF (I.R.S. Employer
Incorporation or organization) Identification No.EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4281 Technology Drive, Fremont, CaliforniaTECHNOLOGY DRIVE, FREMONT, CALIFORNIA 94538
(Address of principal executive offices) (Zip code)(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(510) 683-5900
(Registrant's telephone number, including area code)(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at June 30, 2000
-------1999
----- ----------------------------
Common Stock, $.001 par value 18,947,78118,504,123
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AXT, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.Statements
Condensed Consolidated Balance Sheets at June 30, 20001999 and
December 31, 19991998
Condensed Consolidated Income Statements for the three and six
months ended June 30, 20001999 and 19991998
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 20001999 and 19991998
Notes To Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AXT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
2000 1999 1998
----------- ------------
(Unaudited)
Assets:
Current assets
Cash and cash equivalents $ 5,14910,204 $ 6,06216,438
Accounts receivable, net of allowance for doubtful
accounts of $1,702$1,616 and $778 20,889 17,561$1,648 14,057 13,128
Inventories 43,630 35,47029,791 25,300
Prepaid expenses and other current assets 6,071 8,9457,678 3,271
Deferred income taxes 4,585 3,2102,856 2,452
--------- ---------
Total current assets 80,324 71,24864,586 60,589
Property, plant and equipment 52,476 40,86540,354 37,624
Other assets 2,427 1,4051,137 1,927
Goodwill 1,945 2,2442,543 2,843
--------- ---------
Total assets $ 137,172108,620 $ 115,762102,983
========= =========
Liabilities and Stockholders' Equity:
Current liabilities
Short-term bank borrowing $ 12,9806,454 $ 11,298
Note payable 4,000 --1,928
Accounts payable 12,575 8,2948,039 7,850
Accrued liabilities 10,801 7,4649,006 5,242
Current portion of long-term debt 1,862 1,5682,863 2,733
Current portion of capital lease obligation 3,437 2,1621,139 1,192
--------- ---------
Total current liabilities 45,655 30,78627,501 18,945
Long-term debt, net of current portion 14,034 15,25415,982 18,416
Long-term capital lease, net of current portion 8,137 6,8536,139 3,854
Other long-term liabilities 100 410501 604
--------- ---------
Total liabilities 67,926 53,30350,123 41,819
--------- ---------
Stockholders' equity:
Preferred stock
$.001 par value per share; 1,000,0002,000 shares authorized;
980,655981 shares issued and outstanding 1 1
Additional paid-in capital 3,989 3,9893,999 3,999
Common stock
$.001 par value per share; 100,000,000100,000 shares authorized;
18,947,78118,504 and 18,658,91918,393 shares issued and outstanding, respectivelyrespective1y 19 1918
Additional paid-in capital 48,606 46,32145,606 45,248
Deferred compensation (162) (217)(272) (327)
Retained earnings 16,695 12,3709,170 12,198
Cumulative translation adjustments 98 (24)(26) 27
--------- ---------
Total stockholders' equity 69,246 62,45958,497 61,164
--------- ---------
Total liabilities and stockholders' equity $ 137,172108,620 $ 115,762102,983
========= =========
See accompanying notes to these unaudited condensed consolidated financial
statements.
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AXT, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)
(In thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2000 1999 20001998 1999 1998
-------- -------- -------- --------
Revenue $ 28,944 $ 20,783 $ 52,87813,532 $ 39,680 $ 26,718
Cost of revenue 17,859 13,971 32,1989,189 30,211 17,333
-------- -------- -------- --------
Gross profit 11,085 6,812 20,6804,343 9,469 9,385
Operating expenses:
Selling, general and administrative 4,564 3,196 8,4172,238 6,843 4,698
Research and development 1,863 858 3,851714 1,520 1,354
Acquisition costs 2,810 -- 2,810 -- 2,810
-------- -------- -------- --------
Total operating expenses 6,427 6,864 12,2682,952 11,173 6,052
-------- -------- -------- --------
Income (loss) from operations 4,658 (52) 8,4121,391 (1,704) 3,333
Interest expense (1,149) (730) (1,918)(274) (1,360) (512)
Other income and expense 303 29 499(48) 722 (29)
-------- -------- -------- --------
Income (loss) before provision for income taxes 3,812 (753) 6,9931,069 (2,342) 2,792
Provision for income taxes 1,459 782 2,668437 178 1,144
-------- -------- -------- --------
Net Income (loss) before extraordinary item 2,353 (1,535) 4,325632 (2,520) Extraordinary1,648
Extra ordinary item 508 -- 508 508--
-------- -------- -------- --------
Net Income (loss) $ 2,353 $ (2,043) $ 4,325632 $ (3,028) $ 1,648
======== ======== ======== ========
Basic income (loss) per share:
Income before extraordinary item $ 0.13 $ (0.08) $ 0.230.04 $ (0.14) $ 0.11
Extraordinary item (0.03) (0.03)
Net income 0.13 (0.11) 0.230.04 (0.16) 0.11
Diluted income (loss) per share:
Income before extraordinary item $ 0.12 $ (0.08) $ 0.230.04 $ (0.14) $ 0.11
Extraordinary item (0.03) (0.03)
Net income 0.12 (0.11) 0.210.04 (0.16) 0.11
Shares used in per share calculations:
Basic 18,654 18,443 18,68715,075 18,451 14,495
Diluted 20,149 18,443 20,17815,878 18,451 15,298
See accompanying notes to these unaudited condensed consolidated financial
statements.
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AXT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Six Months Ended
June 30,
---------------------
2000 1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss): $ 4,325(3,028) $ (3,028)1,648
Adjustments to reconcile net income (loss) to cash used in operations:
Depreciation 2,917 1,162 1,107
Deferred income taxes (1,375) (404) (528)
Amortization of goodwill 299 300 --
Stock compensation 55 55(182)
Changes in assets and liabilities:
Accounts receivable (3,328) (929) (405)
Inventories (8,160) (4,491) (1,004)
Prepaid expenses and other current assets 2,874 (4,407) (1,857)
Other assets (1,022) 790 12
Accounts payable 4,281 189 (932)
Accrued liabilities 3,337 3,764 1,719
Other long-term liabilities (310) (103) --
-------- --------
Net cash provided by (used in) operating activities 3,893 (7,102) (422)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (11,101) (3,853)(1,238) (12,817)
-------- --------
Net cash used in investing activities (11,101) (3,853)(1,238) (12,817)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments of):
Issuance of common stock 2,285 359 34,764
Issuance of preferred stock -- (8,553)
Capital leases (868) (268)lease payments (422) (18)
Short-term bank borrowings 5,682 4,526 1,528
Long-term debt borrowings (926) 157(2,304) 901
-------- --------
Net cash provided by financing activities 6,173 4,7742,159 28,622
-------- --------
Effect of exchange rate changes 122 (53) 34
-------- --------
Net increase (decrease) in cash and cash equivalents (913) (6,234) 15,417
Cash and cash equivalents at the beginning of the period 6,062 16,438 3,199
-------- --------
Cash and cash equivalents at the end of the period $ 5,14910,204 $ 10,20418,616
======== ========
Non cash activity:
PurchasesPurchase of PP&E through capital leases $ 3,4272,654 $ 39--
======== ========
See accompanying notes to these unaudited condensed consolidated financial
statements.
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AXT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
As previously disclosed in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, the results of operations for the quarters
ended March 31 and June 30, 1999 were restated for certain corrections to the
account balances of Lyte Optronics, Inc. This report on Form 10-Q/A amends the
previously filed report on Form 10-Q to reflect these corrections.
The accompanying condensed consolidated financial statements for the
three-month and six-month periods ended June 30, 20001999 and 19991998 are unaudited.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the unaudited condensed
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, considered necessary to present fairly the
financial position, results of operations and cash flows of AXT, Inc. (the
"Company") and its subsidiaries for all periods presented. Certain prior period
reclassifications have been made to conform to the current period presentation.
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these condensed consolidated
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
The results of operations are not necessarily indicative of the results
to be expected in the future or for the full fiscal year. It is recommended that
these condensed consolidated financial statements be read in conjunction with
the Company's consolidated financial statements and the notes thereto included
in its 19991998 Annual Report on Form 10-K and the separate financial statements of
Lyte Optronics, Inc. included in the Form 8-K/A filed with the Securities and
Exchange Commission.
Note 2. Acquisition
On May 28, 1999, the Company completed a merger with Lyte Optronics,
Inc., a Nevada corporation and all of its subsidiaries, including Alpha
Photonics, Inc., Lyte Optronics Ltd. (a United Kingdom company) and Advanced
Semiconductor (a Xiamen, Peoples Republic of China company). Lyte Optronics,
Inc. and its subsidiaries manufacture and distribute visible semiconductor laser
diode chips, high brightness visible light emitting diodes and laser pointers.
Under the terms of the merger agreement, the Company issued
approximately 2.3 million shares of common stock in exchange for all the
outstanding shares of Lyte's common stock as well as the outstanding shares of
Lyte's Series A preferred stock. The Company also issued approximately 981,000
shares of Series A preferred stock in exchange for all the outstanding shares of
Lyte's Series B preferred stock. In addition, the Company assumed and converted
Lyte's options and warrants representing approximately 115,000 shares of the
Company's common stock.
The merger has been accounted for as a pooling of interests;
accordingly, all prior period consolidated financial statements have been
restated to include the combined results of operations, financial position, and
cash flows of Lyte Optronics, Inc.
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The Company incurred costs of approximately $2.8 million associated with
the merger, which was charged to operations during the quarter ended June 30,
1999, the period in which the merger was consummated.
Note 3. Net Income Per Share
Basic earnings per common share is calculated by dividing net earnings
by the weighted average number of common shares outstanding during the period.
Diluted earnings per common and common equivalent share includeincludes the dilutive effect of common stock
equivalents outstanding during the period calculated using the treasury stock
method. Common stock equivalents consist of the shares issuable upon the
exercise of stock options. Common equivalent shares of approximately 1.0 million
are excluded from the computation for the three monththree-month and six monthsix-month periods
ended June 30, 1999, as their effect is antidilutive.
A reconciliation of the numerators and denominators of the basic and
diluted net income per share calculations is as follows (in thousands except per
share data):
Three Months Ended June 30, Six Months Ended
June 30, June 30,
-------------------------------------------------
--------------------------------------------------
2000 1999 20001998 1999 ----------------------- ----------------------- ----------------------- -------------------------
Per Per Per Per
Net Share Net Share Net Share Net Share
Income Shares Amount Income Shares Amount Income Shares Amount Income Shares Amount
------ ------ ------ ------- ------ ------ ------ ------ ------ ------- ------ ------1998
-------- -------- -------- --------
Basic EPS calculation $2,353 18,654 $0.13 $(2,043)Numerator:
Net income (loss) $ (2,043) $ 632 $ (3,028) $ 1,648
======== ======== ======== ========
Denominator:
Denominator for basic earnings per share -
weighted average common shares 18,443 $(0.11) $4,325 18,687 $0.23 $(3,028)15,075 18,451 $(0.16)14,495
Effect of dilutive securitiessecurities:
Common stock options 1,495 1,491-- 803 -- 803
Convertible preferred stock -- -- -- --
-------- -------- -------- --------
Denominator for dilutive earnings per share 18,443 15,878 18,451 15,298
======== ======== ======== ========
Basic earnings per share $ (0.11) $ 0.04 $ (0.16) $ 0.11
Diluted EPS calculation $2,353 20,149 $0.12 $(2,043) 18,443 $(0.11) $4,325 20,178 $0.21 $(3,028) 18,451 $(0.16)
====== ====== ===== ======= ====== ====== ====== ====== ===== ======= ====== ======earnings per share $ (0.11) $ 0.04 $ (0.16) $ 0.11
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Note 3.4. Inventories
The components of inventory are summarized below (in thousands):
June 30, December 31,
2000 1999 -------- ------------1998
------- -------
Inventories:
Raw materials $11,880 $ 16,693 $ 13,5039,928
Work in process 20,987 16,15114,367 13,171
Finished goods 5,950 5,816
-------- --------
$ 43,630 $ 35,470
======== ========3,544 2,201
------- -------
$29,791 $25,300
======= =======
Note 4.5. Comprehensive Income
The components of comprehensive income are summarized below (in
thousands):
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Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
2000 1999 20001998 1999 ------ -------- ------ --------1998
------- ------- ------- -------
Net Income (loss) $2,353$(2,043) $ (2,043) $4,325632 $(3,028) $ (3,028)1,648
Foreign currency translation gain (loss) 89 25 122(113) (53) ------ -------- ------ --------34
------- ------- ------- -------
Comprehensive income $2,442$(2,018) $ (2,018) $4,447519 $(3,081) $ (3,081)
====== ======== ====== ========1,682
======= ======= ======= =======
Note 5.6. Segment Information
Selected industry segment information is summarized below (in
thousands):
Three months ended Six months ended
June 30, June 30,
-------------------- -------------------
2000------------------------ ------------------------
1999 20001998 1999 -------- -------- -------- --------1998
--------- --------- --------- ---------
Substrates
Net revenues from external customers $ 26,212 $ 14,405 $ 45,33710,790 $ 26,13726,136 $ 20,520
Gross profit 12,466 5,549 21,1484,433 10,381 8,438
Operating income 8,782 1,164 14,418 4,0232,645 4,022 5,044
Identifiable assets 105,151 82,068 105,151 82,06882,850 62,157 82,850 62,157
Visible emitters
Net revenues from external customers 1,728 4,792 4,868-- 9,391 --
Gross profit (loss) (1,409) 1,622 (1,120)-- (110) --
Operating income (loss) (3,811) 111 (5,592)-- (2,884) --
Identifiable assets 26,920 20,675 26,920 20,67520,676 -- 20,676 --
Consumer products
Net revenues from external customers 1,004 1,586 2,673 4,1522,742 4,153 6,198
Gross profit (loss) 28 (359) 652(90) (802) 947
Operating loss (313) (1,327) (414) (2,843)(1,254) (2,842) (1,711)
Identifiable assets 5,100 5,095 5,100 5,0955,094 5,766 5,094 5,766
Total
Net revenues from external customers 28,944 20,783 52,87813,532 39,680 26,718
Gross profit 11,085 6,812 20,6804,343 9,469 9,385
Operating income (loss) 4,658 (52) 8,4121,391 (1,704) 3,333
Identifiable assets 137,171 107,838 137,171 107,838108,620 67,923 108,620 67,923
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The Company sells its products in the United States and in other parts of the
world. Also, the Company has operations in China and Japan. Revenues by
geographic location based on the country of the customer are summarized below
(in thousands):
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
Net revenues:
United States $15,462 $10,807 $27,869 $19,991
Europe 3,265 1,889 5,956 3,694
Canada 1,203 48 1,211 124
Japan 2,311 1,627 4,436 3,081
Asia Pacific and other 6,703 6,412 13,406 12,790
------- ------- ------- -------
Consolidated $28,944 $20,783 $52,878 $39,680
======= ======= ======= =======
Note 6. Short-Term Bank Borrowing
The Company has a $15 million bank line of credit that expires on August
31, 2000. The Company has received a commitment from its bank for a new two-year
$20 million line of credit and additional long-term debt of $6 million.
Management expects that the new credit facility will be completed by August 31,
2000.
Note 7. Notes Payable
On June 15, 2000, the Company entered into a short-term note with its bank
in the amount of $4 million. The note bears interest at 1% above the lender's
variable prime rate that was 9.5% at June 30, 2000. The principal and unpaid
interest of the note is due August 31, 2000. The proceeds of the note were
primarily used to fund the current operating and capital expenditure needs of
the Company.
Note 8. Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 established accounting and
reporting standards for derivative instruments including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. In June 2000, SFAS No. 133 was amended
by SFAS No. 138. The Company has not determined what the effect of SFAS No. 133
will be on the operations and financial position of the Company. The Company
will be required to implement SFAS No. 133 as amended by SFAS No. 137, beginning
in 2001. Adopting the provisions of SFAS 133 is not expected to have a material
effect on the Company's financial position or results of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. Management believes that the impact of
SAB 101 would have no material effect on the financial position or results of
operations of the Company.
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In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44")
Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion 25 for (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 1, 2000, but certain conclusions cover specific events that
occur after either December 15, 1998, or January 12, 2000. The Company does not
expect that the adoption of FIN 44 will have a material impact on its financial
position or results of operations.
Note 9. Subsequent Events
On July 25, 2000 the Company completed a private securities offering, raising
approximately $8.5 million in exchange for 234,115 shares of common stock. The
shares issued have not been registered under the Securities Act of 1933 and are
"restricted securities" as defined by rule 144 promulgated under the act. The
securities may not be sold or offered for sale or otherwise distributed except
in conjunction with an effective registration statement for the shares under the
Act, in compliance with rule 144, or pursuant to an opinion of counsel
satisfactory to the Company, that such registration or compliance is not
required as to said sale, offer or distribution. The Company is obligated to
register the shares no later than ten days after the completion of its next
public securities offering.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Management's Discussion and Analysis of Financial Condition and
Results of Operations includes a number of forward-looking statements that
reflect current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
those anticipated. In this report, the words "anticipates," "believes,"
"expects," "future," "intends," and similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. This
discussion should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the
Company's Annual Report on Form 10-K for the year ended
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December 31, 19991998 as filed with the Securities and Exchange Commission and the
condensed consolidated financial statements included elsewhere in this report.
Results of Operations
The following table sets forth certain information relating to the
operations of the Company expressed as a percentage of total revenues for the
periods indicated:
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Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2000----------------- -----------------
1999 20001998 1999 ------ ------ ------ ------1998
----- ----- ----- -----
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 61.7 67.2 60.967.9 76.1 ------ ------ ------ ------64.9
----- ----- ----- -----
Gross profit 38.3 32.8 39.132.1 23.9 35.1
Operating expenses:
Selling, general and administrative 15.8 15.4 15.916.5 17.2 17.6
Research and development 6.4 4.1 7.35.3 3.8 5.1
Acquisition costs -- 13.5 -- 7.1 ------ ------ ------ --------
----- ----- ----- -----
Total operating expenses 22.2 33.0 23.221.8 28.1 ------ ------ ------ ------22.7
----- ----- ----- -----
Income (loss) from operations 16.1 (0.2) 15.910.3 (4.3) 12.4
Interest expense (4.0) (3.5) (3.6)(2.0) (3.4) (1.9)
Other income and expense 1.0 0.1 0.9(0.4) 1.8 ------ ------ ------ ------0.0
----- ----- ----- -----
Income (loss) before provision for income taxes 13.1 (3.6) 13.27.9 (5.9) 10.5
Provision for income taxes 5.0 3.8 5.03.2 0.4 ------ ------ ------ ------4.3
----- ----- ----- -----
Net incomeIncome (loss) before extra ordinary item 8.1 (7.4) 8.24.7 (6.3) Extra ordinary6.2
Extraordinary item -- 2.4 -- 1.3 ------ ------ ------ --------
----- ----- ----- -----
Net Income (loss) after extra ordinary item 8.1% (9.8)% 8.2%4.7% (7.6)% ====== ====== ====== ======6.2%
===== ===== ===== =====
Three months ended June 30, 2000 compared to three months ended June 30, 1999
Revenues. RevenuesTotal revenues increased $8.1 million, or 39.3%, to $28.954.1% from $13.5 million for the
three months ended June 30, 2000 compared1998 to $20.8 million for the three months ended
June 30, 1999. The increase in revenues was primarily due tofor the three month and six month
periods ended June 30, 1999, reflected an
$11.8 million, or 82.0%, increase in substrate sales comprisedthe volume of a $12.5
million, or 98.8%, increase in sales of
GaAs and InP substrates to existing domestic and international customers and the
addition of new customers, which offset by a $718,000 decreasedecline in Ge salesLyte Optronics' sales. In
addition, the 1999 results include the sale of laser diodes and contract revenues atLEDs in the
substrate division.
The increaseamount of $4.7 million and $9.4 million for the three months and six months,
respectively, which amounts were not included in GaAs and InPthe 1998 results. We introduced
LEDs in the second quarter of 1999. Ge substrate sales was primarily due to increased
sales volume to existing and new domestic and foreign customers due in part to
strong growthwere $800,000 lower in
the fiber opticsecond quarter of 1999 when compared to the second quarter of 1998, and wireless handset markets. The decreasewere
approximately equal in Ge sales isfor the result of a cancellation of a contract by a major customer due
to weakness in the satellite market. Additionally, sales at our visible emitter
division decreased $3.1 million, or 63.9% of visible emitter salessix months ended June 30, 1998 and sales at
our consumer products division decreased $582,000, or 36.7% of consumer product
sales, due to declining sales prices and lower demand for laser pointer
products.1999,
respectively.
International revenues, decreased to 46.6%excluding Canada, increased from 30.0% of total
revenues for the three months ended June 30, 2000 compared1998 to 48.0%44.4% for the three months
ended June 30, 1999, and increased from 26.4% of total revenues for the six
months ended June 30, 1998 to 44.3% for the six months ended June 30, 1999.
These increases primarily reflect increased sales in Europe and Asia for GaAs
substrates used for the LED market and the inclusion of laser-diode and LED
sales in 1999 results, which are sold primarily to Asian markets.
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Gross margin. Total gross margin increased from 32.1% of total revenues
for the three months ended June 30, 1999. The decrease in the percentage of international
revenue to total revenue was primarily the result of increased substrate sales
to domestic customers.
Gross margin. Gross margin increased to 38.3% of total revenues for the
three months ended June 30, 2000 compared1998 to 32.8% of total revenues for the
three months ended June 30, 1999. The gross margin at the substrate division
increased to 47.6%1999, and decreased from 35.1% of substratetotal revenues for
the threesix months ended June 30, 2000 compared1998 to 38.5% of substrate revenues23.9% for the period ended June 30, 1999.
The increase was primarily due to higher volume and the realization of lower
labor and manufacturing overhead costs as a result of expanding our wafer
production capacity in China. The gross margin at the visible emitter division
decreased to negative 81.5% of visible emitter revenues for the three months
ended June 30, 2000 compared to 33.8% of visible emitter revenues for the period
ended June 30, 1999. The decrease was primarily due to increased costs
associated with the start-up of blue LED and other product production. The gross
margin at the consumer products division increased to 2.8% of consumer product
revenues for the three months ended June 30, 2000 compared to a negative 22.6%
of consumer product
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revenues for the threesix months ended June 30,
1999. The slight increase in gross margins for the three months is due to a mix
of different factors. One factor was the inclusion of laser-diode and LED
amounts in the 1999 results; in 1999, the laser-diode and LED business benefited
from the transition of manufacturing operations to China, which lowered our
labor costs and improved our gross margins. In 1999, gross margins from Ge
substrates were lower, which was offset in part the higher yields achieved in
GaAs and InP production. The lower gross margins from Ge substrates in 1999 were
primarily the result of pricing declines in the Ge industry generally. The
decrease in gross margin for the six months ended June 30, 1999 is primarily due
to manufacturing process improvementscharges for returned merchandise and cost reductions.increased warranty amounts for the
consumer products division.
Selling, general and administrativeadministration expenses. Selling, general and
administrative expenses increased $1.4 million, or 42.8%, to $4.645.5% from $2.2 million for the three months
ended June 30, 2000 compared1998 to $3.2 million for the three months ended June 30, 1999. As a percentage of total revenues, selling, general1999,
and administrative expenses were 16.1% for the three months ended June 30, 2000
compared to 15.4% for the three months ended June 30, 1999. Selling, general and
administrative expenses increased 42.8% compared to increased total revenues of
39.3% for the three months ended June 30, 2000. The increase in selling, general
and administrative expenses was primarily due to increases in personnel and
related expenses required to support current and future increases in sales
volume.
Research and development expenses. Research and development expenses
increased $1.0 million, or 117.1%, to $1.9 million for the three months ended
June 30, 2000 compared to $858,000 for the three months ended June 30, 1999. As
a percentage of total revenues for these three-month periods, research and
development expenses were 6.4% in 2000 and 4.1% in 1999. The increase was
primarily the result of increases in personnel and related expenses and
materials to support LED and other product research and development at the
visible emitter division.
Interest expense. Interest expense increased $419,000, or 57.4%, to $1.1
million for the three months ended June 30, 2000 compared to $730,000 for the
three months ended June 30, 1999. The increase was primarily due to utilizing
short-term debt to finance the short-term liquidity needs resulting44.7% from our
increased sales volume and the addition of certain capital leases to finance
equipment purchases.
Other income and expense. Other income and expense increased $274,000 to
$303,000 for the three months ended June 30, 2000 compared to $29,000 for the
three months ended June 30, 1999. The increase was primarily due to increases in
foreign exchange gains and rental and interest income.
Provision for income taxes. Income tax expense remained at our effective
tax rate of 38.0% for the three months ended June 30, 2000 and 1999. For the
three months ended June 30, 1999, income tax expense was adjusted for
non-deductible acquisition costs of $2.8 million.
Six months ended June 30, 2000 compared to six months ended June 30, 1999
Revenues. Revenues increased $13.2 million, or 33.3%, to $52.9$4.7 million for the six months ended June 30, 2000 compared to $39.7 million for the six months
ended June 30, 1999. The increase in revenues was primarily due to a $19.2
million, or 73.5% increase in substrate sales comprised of a $22.8 million, or
106.9% increase in sales of GaAs and InP substrates offset by a $3.6 million
decrease in Ge sales and contract revenues at the substrate division. The
increase in GaAs and InP substrate sales was due to increased sales volume to
existing and new domestic and foreign customers due in part to strong growth in
the fiber optic wireless handset markets. The decrease in Ge sales is the result
of a cancellation of a contract by a major customer due to weakness in the
satellite market. Additionally, sales at our visible emitter division decreased
$4.5 million, or 48.2% of visible emitter sales, and sales at our consumer
products division decreased $1.5 million, or 35.6% of consumer product sales,
due to declining sales prices and lower demand for laser pointer products.
International revenues decreased to 47.3% of total revenues for the six
months ended June 30, 2000 compared to 49.6% of total revenues for the six
months ended June 30, 1999. The decrease in the percentage of international
revenue to total revenue was primarily the result of increased substrate sales
to domestic customers.
Gross margin. Gross margin increased to 39.1% of revenues for the six
months ended June 30, 2000 compared to 23.9% of revenues for the six months
ended June 30, 1999. The gross margin at the substrate division increased to
46.6% of substrate revenues for the six months ended June 30, 2000 compared to
39.7% of substrate revenues for the period ended June 30, 1999. The increase was
primarily due to higher volume and the realization of lower labor and
manufacturing overhead costs as a result of expanding our wafer production
capacity in China. The gross margin at the visible emitter division decreased to
negative 23.0% of visible emitter revenues for the six
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months ended June 30, 2000 compared to negative 1.2% of visible emitter revenues
for the period ended June 30, 1999. The decrease was primarily due to increased
costs associated with the start-up of blue LED and other product production. The
gross margin at the consumer products division increased to 24.4% of consumer
product revenues for the six months ended June 30, 2000 compared to negative
19.3% of consumer product revenues for the six months ended June 30, 1999. The
increase was primarily due to manufacturing process improvements and cost
reductions.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased $1.6 million, or 23.0%, to $8.4 million for
the six months ended June 30, 2000 compared1998 to
$6.8 million for the six months ended June 30, 1999. AsThese increases resulted
primarily from the inclusion of the laser-diode and LED division in the 1999
results. The laser-diode and LED division added $1.1 million and $1.9 million to
selling, general and administrative expenses in the three months and six months
ended June 30, 1999, respectively. This increase was offset by a decrease in
selling, general and administrative expenses by Lyte Optronics' consumer
products division, as a result of the closing of a manufacturing facility
located in Arizona in 1998. Selling, general and administrative expenses as a
percentage of total revenues selling, generaldecreased from 16.5% for the three months ended
June 30,1998 to 12.5% for the three months ended June 30, 1999, and administrative expenses were 15.9%decreased as
a percentage of total revenues from 17.6% for the six months ended June 30, 2000 and1998
to 17.2% for the six months ended June 30,1999. Selling, general30, 1999. These decreases primarily
reflect the closing of the facility in Arizona by Lyte Optronics and administrativethe control
of our expenses increased 23.0% compared to increased total revenues of 33.3% for the
six months ended June 30, 2000. Thecombined with an increase in selling, general and
administrative expenses were primarily due to increases in personnel and related
expenses required to support current and future increases in sales volume.our total revenues.
Research and development expenses. Research and development expenses
increased $2.3 million, or 153.4%,20.2% from $714,000 for the three months ended June 30, 1998 to
$3.9$858,000 for the three months ended June 30, 1999, and increased 7.1% from $1.4
million for the six months ended June 30, 2000 compared1998 to $1.5 million for the six
months ended June 30, 1999.
Acquisition cost. As part of the acquisition of Lyte Optronics in May
1999, we incurred a percentagenumber of total revenues for these six-month periods, researchone-time expenses associated with the transaction
in the approximate amount of $2.8 million. Such expenses include the fees paid
to our investment bankers, accountants, attorneys, and development expenses were 7.3% in 2000 and 3.8% in 1999. The increase was
primarily the result of increases in personnelother outside consultants
and related expenses and
materials to support LED and other product research and development at the
visible emitter division.transaction expenses.
Interest expense. Interest expense increased $558,000, or 41.0%,from $274,000 for the three
months ended June 30, 1998 to $1.9
million$730,000 for the three months ended June 30, 1999,
and increased from $512,000 for the six months ended June 30, 2000 compared1998 to $1.4
million for the six months ended June 30, 1999. These increases primarily
reflect the inclusion of the laser-diode and LED business in the 1999 results.
As part of the acquisition, we added approximately $11.0 million in debt, of
which we repaid approximately $6.0 million in June 1999. The increaseadditional interest
from the inclusion of the laser-diode and LED business was primarily due to utilizing
short-term debt to finance$276,000 and $386,000
for the short-term liquidity needs resulting from our
increased sales volumethree months and the addition of certain capital leases to finance
equipment purchases.six months ended June 30, 1999, respectively.
Other income and expense. Other income and expense decreased $223,000increased from an
expense of $48,000 for the three months ended June 30, 1998 to $499,000income of $29,000
for the three months ended June 30, 1999. Other income increased from an expense
of $29,000 for the six months ended June 30, 2000 compared1998 to income of $722,000 for the
six months ended June 30, 1999. The decreaseThis increase was primarily due to smallerthe result of two
significant changes. First, we recognized foreign exchange gains.gains in the first
quarter of 1999 of approximately $600,000 on short-term forward contracts to
hedge against certain accounts receivable in Japanese yen. Second, there was an
increase in investment income of approximately $80,000 earned on proceeds from
the completion in May 1998 of our initial public offering and the raising of
$25.8 million, net of offering expenses.
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Provision for income taxes. Income tax expense, remained at our effective
tax rateas adjusted for
acquisition costs of 38.0%approximately $2.8 million, declined from 41.0% of income
before provision for income taxes for the three and the six months ended June
30, 20001998 to 38.0% for the three and six months ended June 30, 1999.
ForExtraordinary item, net of tax benefits. In connection with the
acquisition of Lyte Optronics, we incurred prepayment penalties associated with
a loan that we repaid as part of the transaction. This one-time charge is shown,
net of tax benefits, as an extraordinary item.
Liquidity and Capital Resources
During the past five years, we have funded our operations primarily from
cash provided by operations, short-term and long-term borrowings and a private
financing of $5.9 million for preferred stock completed in March 1997. We
completed our initial public offering in May 1998, and raised approximately
$25.8 million, net of offering expenses. In December 1998 we completed our
taxable bond offering and raised approximately $11.6 million. As of June 30,
1999, we had working capital of $37.1 million, including cash and cash
equivalents of $10.2 million, compared to working capital at December 31, 1998
of $41.6 million, including cash of $16.4 million.
During the six months ended June 30, 1999, income tax expense was adjusted for non-deductible
acquisition costsnet cash used in operations
of $2.8 million.
Financial Condition, Liquidity and Capital Resources
Working capital decreased $5.8$7.1 million or 14% to $34.7 million at June 30,
2000 compared to $40.5 million at December 31, 1999. The decrease was primarily due to increases in short-term obligations necessaryinventories of $4.5 million
and prepaid and other current assets of $4.4 million, as well as the loss for
the period. The increase in inventory was primarily due to sustain additional
revenue growthincreased
work-in-process inventories in anticipation of large orders for the upcoming
quarters. The increase in prepaid and the use of operating cash flowsother assets was primarily due to procure capital equipment.
Total long-term debt including capital leases increased $7.3 million while
property, plantdeposits
for Ge raw material and equipment purchases were $14.5 million.
Operatingand prepaid research and development expenses.
Net cash used in investing activities generated $3.9was $1.2 million for the six
months ended June 30, 2000 compared1999, and was due to negative $7.1the purchase of property, plant and
equipment to expand wafer production in our Fremont facilties.
Net cash provided by financing activities was $2.2 million for the six
months ended June 30, 1999. The increase1999, and was generated primarily due to increased profitability at the substrate
division.
We invested $14.5 million in capital expenditures during the six months
ended June 30, 2000 compared to $3.9 million during the six months ended June
30, 1999. The increase in spending was primarily due to facility expansion and
equipment additions to increase crystal growth and wafer processing capacity at
the substrate division as well as facility expansion and equipment additions at
the visible emitter division to begin volume epitaxy, wafer processing and chip
production for LED's.
We are currently engaged in constructing an additional 31,000 square foot
building in Beijing, China to expand substrate wafer processing facilities, a
27,000 square foot building in El Monte, California to expand epitaxy
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production, as well as constructing leasehold improvements in a 20,000 square
foot building and a 9,000 square foot building to expand administration offices
and material storage areas in Fremont, California. We are also constructing
improvements to the existing production facilities in Fremont, California to
increase crystal growth and wafer processing capacity. We expect to invest
approximately $47 million in additional facilities and equipment over the next
12 months.
Cash provided by financing activities for the six months ended June 30,
2000 included a $4.0 million note from our bank and $2.3 million in proceeds
from the exerciseshort-term
borrowings of stock options from the employee stock option plan.
Total debt was $44.5 million (39% of total capital) at June 30, 2000
compared to $37.1 million (37% of total capital) at December 31, 1999.
We currently have a $15.0 million line of credit with a commercial bank at
an interest rate equal to the bank's prime rate plus one-half percent. The
bank's prime rate was 9.5% at June 30, 2000. This line of credit is secured by
all business assets, less equipment, and expires on August 31, 2000. This line
of credit is subject to certain financial covenants regarding current financial
ratios and cash flow requirements, which were met as of June 30, 2000. We must
obtain the lender's approval to obtain additional borrowings or to further
pledge our assets, except for borrowings obtained in the normal course of
business or the pledging of equipment. At June 30, 2000, $13.0 million was
outstanding under the $15 million line of credit.$4.5 million.
We have received a commitment
fromgenerally financed our bank for a new two-year $20 million line of credit and additional
long-term debt of $6 million. Management expects that the new credit facility
will be completed by August 31, 2000.
On June 15, 2000, we entered into a short-term note with our bank in the
amount of $4 million. The note bears interest at 1% above the lender's variable
prime rate that was 9.5% at June 30, 2000. The principal and unpaid interest of
the note is due August 31, 2000. We expect to repay this note with the proceeds
of the new line of credit. The proceeds of the note were primarily used to fund
our current operating and capital expenditure needs.
We generally finance equipment purchases through secured
equipment loans
and capital leases over five-year terms at interest rates ranging from 6.0% to 10.0%9.0%
per annum. Our manufacturing facilities have been financed by long-term
borrowings, which were repaid by the taxable variable rate revenue bonds in
1998. These bonds have a term of twenty-five years and mature in 2023 with an
interest rate at 200 basis points below the prime rate and are traded in the
public market. Repayment of principal and interest under the bonds is secured by
a letter of credit from our bank and is paid on a quarterly basis. We have the
option to redeem in whole or in part the bonds during their term. At June 30,
2000, $10.71999, $11.0 million was outstanding under the taxable variable rate revenue
bonds.
We currently have a $15.0 million line of credit with a commercial bank
at an interest rate equal to the prime rate plus one-half percent. This line of
credit is secured by all business assets, less equipment, and expires in October
1999. We are currently negotiating an extension to this line of credit. This
line of credit is subject to certain financial covenants regarding current
financial ratios and cash flow requirements, which were met as of June 30, 1999.
We must obtain the lender's approval to obtain additional borrowings or to
further pledge our assets, except for borrowings obtained in the normal course
of business or the pledging of equipment. At June 30, 1999, $5.4 million was
outstanding under the $15.0 million line of credit.
We anticipate that the combination of existing working capital and the
borrowings available under the current and committed credit agreements will be sufficient to fund
working capital and capital expenditure requirements for the next 12 months. Our
future capital requirements will be dependentdepend on many factors, including the rate
of revenue growth, our profitability, the timing and extent of spending to
support research and development programs, the expansion of manufacturing facilities, the expansion of selling and
marketing and administrative activities, and market acceptance of our products.
We expect that we may need to raise additional equity andor debt financing in the
future.future, although we are not currently negotiating for additional financing nor
do we have any current plans to obtain additional financing. We cannot assure
you that additional equity or debt financing, if required, will be available on
the acceptable terms or at all. If we are unable to obtain such additional
capital, if needed, we may be required to reduce the scope of our planned
product
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development the expansion of our manufacturing facilities, and selling and marketing activities, which would have a material
adverse effect on our business, financial condition and results of operations.
In the event that we do raise additional equity financing, further dilution to
our investors willmay result.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Since many of the Company's Japanese and Taiwanese invoices are
denominated in yen, the Company has purchased foreign exchange contracts to
hedge against certain trade accounts receivable in Japanese yen. As of June 30,
2000,1999, the Company's outstanding commitments with respect to the foreign exchange
contracts had a total value of approximately $1.7$4.1 million. Many of the contracts
were entered into six months prior to the invoice due date and
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coincide with the receivable terms on customer invoices.terms. By matching the receivable collection date
and contract due date, the Company attemptswe attempt to minimize the impact of foreign exchange
fluctuations.fluctuation.
PART II. OTHER INFORMATION
Item 2. Changes in Securites and use of Proceeds
(a) In connection with the acquisition of Lyte Optronics, our Board of
Directors adopted resolutions designating 2,000,000 shares of Preferred Stock of
the Company as Series A Preferred Stock (the "Series A Preferred Stock"), of
which 980,655 shares were subsequently issued to the stockholders of Lyte
Optronics in exchange for the shares of Series B Preferred Stock of Lyte
Optronics, in connection with the Company's acquisition of Lyte Optronics. The
holders of the Series A Preferred Stock shall be entitled to receive, out of any
funds legally available therefor, dividends in cash in an amount equal to $0.20
per annum for each share of Series A Preferred Stock held by them, in each case
as adjusted for stock splits, recapitalizations and the like. Dividends shall
accrue quarterly and be payable as and when declared by the Board of Directors.
Dividends that have accrued but not been paid shall cumulate. Unless we have
paid all dividends that have accrued on the Series A Preferred Stock, so long as
any shares of Series A Preferred Stock are outstanding we shall not pay or
declare any dividend or distribution of any nature on shares of Common Stock. In
the event of a liquidation, dissolution, or winding up of the Company, whether
voluntary or involuntary, after our debts have been paid, the holders of Series
A Preferred Stock shall be entitled to receive out of our assets an amount per
share equal to $4.00 before any payment shall be made or any assets distributed
to the holders of Common Stock. If the assets remaining after our debts have
been paid or amounts set aside for such payment are insufficient to pay to the
holders of Series A Preferred Stock the full amount to which they are entitled,
then all of our assets available for distribution shall be distributed ratably
among the holders of the Series A Preferred Stock. After payment in full of this
liquidation preference plus accrued but unpaid dividends of the shares of the
Series A Preferred Stock, no further participation in any distribution of our
assets shall be allowed in respect of such shares, and the holders of the Common
Stock shall be entitled to receive all of our remaining assets to be
distributed. Except as otherwise required by law, shares of Series A Preferred
Stock shall not be entitled to vote on any matter to be voted on by our
stockholders.
(b) In connection with the acquisition of Lyte Optronics, we issued an
aggregate of 2,247,465 shares of Common Stock and 980,655 shares of Series A
Preferred Stock to the existing stockholders of Lyte Optronics in exchange for
all of the outstanding shares of capital stock of Lyte Optronics, and we assumed
options to acquire 101,501 shares of our Common Stock and warrants convertible
into 13,557 shares of our Common Stock (collectively the "Merger Shares"). The
Merger Shares were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
afforded by Section 4(2). Lyte Optronics retained a purchaser representative on
behalf of their stockholders who had knowledge and experience in financial and
business matters such that the purchaser representative was capable of
evaluating the merits and risks of the investment. The stockholders of Lyte
Optronics had access to all relevant information regarding us necessary to
evaluate the investment and represented that the shares were being acquired for
investment intent. Additionally, the stockholders of Lyte Optronics were
provided with an information statement setting forth information about the
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Company and the Merger. There was no general solicitation or advertising
involved in the acquisition. We were advised on the acquisition by Prudential
Securities, Inc., to whom we paid a fee of $800,000.
Item 4. Submission of Matters to a Vote of Security Holders
The CompanyWe held its 2000our Annual Meeting of Stockholders on June 7, 2000. Of the
18,906,558 shares eligible to voteMay 17, 1999. The
following is a brief description of each matter voted upon at the meeting 14,473,242 were present
either in personand
the number of votes cast for, withheld, or against and the number of abstentions
with respect to each matter. Each director proposed by proxy. The following proposals were submitted to
stockholders at the 2000 Annual Meeting of Stockholders.
Proposal 1: Election of two class II directors to hold office for a
three-year term and until their successors areus was elected and qualified.the
stockholders also approved the three management proposals we proposed.
(a) The stockholders reelected the two candidates were Jesse Chen and Donald L. Tatzin.
Election resultsnominees for this proposal were as follows:our Board of Directors:
For Withhold Abstain Not VotedDirector Shares voted for Shares withheld
- ----------------- ---------- -------- -------- -------------------
Jesse Chen 14,392,983 80,259 0 0
Donald L. Tatzin 14,393,191 80,051 0 0Morris S. Young 10,878,142 81,719
Theodore S. Young 10,945,142 14,719
Proposal 2: To approve an amendment to American Xtal Technology's Certificate of
Incorporation changing its name from "American Xtal Technology, Inc." to "AXT,
Inc."
Election results for this proposal were as follows:
For Withhold Abstain Not Voted
---------- -------- -------- ---------
14,294,328 96,921 81,993 0
Proposal 3: To approve amendments to American Xtal Technology's 1997 Stock
Option Plan to(b) The stockholders approved the increase in the number of shares reserved for
issuance under the
planour 1997 Stock Option Plan from 3,800,0002,800,000 to 5,800,0003,800,000 shares of
common stock.
Election resultsstock and to limit the number of shares for this proposal were as follows:which options may be granted
under such plan to any employee within any fiscal year to 250,000:
For Withhold Abstain Not Voted
---------- -------- -------- ---------
5,365,878 2,885,827 242,551 5,978,986Shares voted for: 10,225,108
Shares voted against: 617,073
Shares abstaining: 117,280
Broker non-votes: 400
Proposal 4: To approve amendments to American Xtal Technology's 1998 Employee
Stock Purchase Plan to(c) The stockholders approved the increase in the number of shares reserved for
issuance under the planour 1998 Employee Stock Purchase Plan from 400,000250,000 to 900,000400,000
shares of common stock.
Election results for this proposal were as follows:stock:
For Withhold Abstain Not Voted
---------- -------- -------- ---------
7,979,590 506,357 8,309 5,978,986Shares voted for: 10,483,279
Shares voted against: 360,002
Shares abstaining: 116,580
Proposal 5: To ratify(d) The stockholders approved the appointment of PricewaterhouseCoopers LLP as
the
Company'sour independent auditors for the fiscal year ending December 31, 2000.
Election results for this proposal were as follows:1999:
For Withhold Abstain Not Voted
---------- -------- -------- ---------
14,445,688 21,098 6,456 0Shares voted for: 10,803,699
Shares voted against: 38,632
Shares abstaining: 117,530
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Item 6. Exhibits and reports on Form 8-K
a. Exhibits
3.1 Amended Certificate of Incorporation
27.1 Financial Data ScheduleExhibits.
Exhibit No. Description
------------ -----------
2.1 Agreement and Plan of Reorganization dated May 27, 1999
(which is incorporated herein by reference to Exhibit
2.1 to the Registrant's Form 8-K dated May 28, 1999).
2.2 Certificate of Merger dated May 27, 1999, filed with the
Secretary of State of the State of Delaware on May 28,
1999 (which is incorporated herein by reference to
Exhibit 2.1 to the Registrant's Form 8-K dated May 28,
1999).
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2.3 Articles of Merger dated May 27, 1999, filed with the
Secretary of State of the State of Nevada on May 28,
1999 (which is incorporated herein by reference to
Exhibit 2.1 to the Registrant's Form 8-K dated May 28,
1999).
3.1 Certificate of Designation, Preferences and Rights of
Series A Preferred Stock, as filed with the Secretary of
State of the State of Delaware on May 27, 1999 (which is
incorporated herein by reference to Exhibit 2.1 to the
Registrant's Form 8-K dated May 28, 1999).
27.1 Financial Data Schedule.
b. Reports on Form 8-K.
(1) On June 14, 1999, we filed a report on Form 8-K Nonereporting the
acquisition of Lyte Optronics, Inc.
(2) On August 28, 2000, we filed a report on Form 8-K/A to amend the
Form 8-K that was originally filed on June 14, 1999.
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SIGNATURES
Pursuant to the requirements of SectionPURSUANT TO THE REQUIREMENTS OF SECTION 13 orOR 15(d) of the Securities
Exchange Act ofOF THE SECURITIES
EXCHANGE ACT OF 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
AMERICAN XTAL TECHNOLOGY, INC.
Dated: August 11,28, 2000 By: /s/ Donald L. Tatzin
-------------------------------------------------------------
Donald L. Tatzin
Chief Financial Officer
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EXHIBIT INDEX
Exhibits
--------
3.1 Amended Certificate of Incorporation
27.1 Financial Data Schedule
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