EXHIBIT (a)(1)(C)

MEMORANDUM FROM MORRIS S. YOUNG SENT TO EMPLOYEES OF THE COMPANY ON MAY 27, 2003

TO:               Employees with Eligible Stock Options

FROM:             Morris S. Young

SUBJECT:          Offer To Exchange Options

DATE:             May 27, 2003

IMPORTANT NEWS--PLEASE READ IMMEDIATELY AND TAKE ACTION BEFORE 9:00 P.M.,
PACIFIC TIME, ON JUNE 24, 2003

I am happy to announce that AXT has approved a stock option exchange program.
This exchange program is an important opportunity for those of you with
"underwater" options to cancel your existing options in exchange for new
options.

As you know, recent economic conditions and stock market volatility have
adversely affected the price of our stock. As a result, many of you hold stock
options with exercise prices that are significantly higher than the current
market price of our common stock. This voluntary option exchange program permits
employees to cancel current options with an exercise price greater than $2.10
per share in exchange for new options to be granted six months and one day
later. The new options will be for the purchase of three shares for every four
shares that are canceled and will have an exercise price equal to the fair
market value of our common stock on the date of grant of the new options (six
months and one day after cancellation).

For accounting reasons, we cannot grant the new options for at least six months
and one day after we cancel your old options. A repricing of your options or an
immediate grant of new options could force the Company to take a significant
charge to earnings. The anticipated cancellation date is June 24, 2003, meaning
your new options will not be granted until December 26, 2003. The new options
will have an exercise price equal to the market price of our common stock on the
date of the new grant.

This program is completely voluntary. You may keep your existing options at
their current exercise price or you can tender your eligible options for
cancellation in exchange for a new option grant. The options will be exchanged
on a three-for-four basis. If you elect to participate in the exchange program,
and you continue to be employed by AXT on the date the new options are granted,
you will receive a new option for three shares for every four shares of your old
option immediately prior to its cancellation, rounded down to the nearest full
share.

The vesting schedule and vesting commencement date for the new options will be
the same as that of your old options. On the date that a new option is granted
and any date thereafter, you will be vested in the new option to the same extent
you would have been vested on that date had you retained your old option.
However, if you are a U.S. employee subject to federal overtime compensation
requirements, your New Option, although vested, generally may not be exercised
during the six-month period following the date it is granted.

Options eligible for this program are those unexercised options that were
granted under our 1997 Stock Option Plan. You are eligible to participate if you
are currently an employee and on June 24, 2003 you remain an employee of AXT or
one of our subsidiaries. Members of our Board of Directors, including those who
are employees and our executive officers, are not eligible to participate.

If you elect to exchange one or more eligible options, accounting rules will
require that you exchange all options granted to you after November 26, 2002,
regardless their exercise price. The entire unexercised portion of each
exchanged option will be canceled. You may not elect to exchange only a portion
of an unexercised option grant. To receive new options, you must remain employed
by AXT or one of its subsidiaries on the new option grant date. If your
employment terminates for any reason, voluntary or involuntary, before the new
option grant date, you will



not receive any new options or any other consideration, and your canceled
options will not be restored. New options will be granted under our 1997 Stock
Option Plan.

Securities laws require that we keep this offer open for 20 business days,
during which you can decide whether you wish to participate. The current
deadline for submitting an election form is 9:00 p.m., Pacific Time, on June 24,
2003. After the deadline has passed we will cancel all eligible options that you
elect to exchange and will accept no further election forms.

This offer is subject to the conditions described in the Offer to Exchange and
its exhibits filed with the Securities and Exchange Commission and attached to
this memorandum. There are risks associated with this program, and I encourage
you to read the attached materials carefully to fully understand the risks and
benefits of this program. You will also receive your individual stock option
schedule, which details your stock option grants to date and the status of each.

To participate, eligible option holders must complete an Election Form and hand
deliver, courier, mail or fax a signed copy to Kirk Lowe at AXT, Inc., 4281
Technology Drive, Fremont, California 94538, fax number (510) 438-4793. We must
receive your Election Form no later than 9:00 p.m., Pacific Time, on June 24,
2003. If we do not receive your Election Form by this time, you will not be
permitted to participate in the exchange program. If you have any questions
about the stock option exchange program or your options, please contact Kirk
Lowe at AXT, Inc., 4281 Technology Drive, Fremont, California 94538, (510)
683-5900, extension 208.

We hope that this exchange program will give all of you with underwater options
the benefit of receiving new options that will not be under water on the date of
issue. Thus, we hope you will have the opportunity to receive greater rewards as
the company grows and prospers in the future. We appreciate your commitment to
the success of AXT.

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