Filed pursuant to Rule
424(b)(3)
Registration N0. 333-160235.
PROSPECTUS SUPPLEMENT
To prospectus dated
June 25, 2009
Photronics, Inc.
835,151 Shares
Common Stock
This prospectus
supplement relates to the offer and sale of an aggregate of 835,151 shares of
common stock of Photronics, Inc., by the selling stockholders described under
the heading “Selling Stockholders.” We issued warrants to the selling
stockholders on May 15, 2009 in a private transaction and the warrants were
registered pursuant to a universal shelf registration statement that we filed
with the Securities and Exchange Commission on June 25, 2009. The registration
statement was declared effective on July 9, 2009.
Our common stock is
quoted on The Nasdaq Global Select Market under the symbol “PLAB.” The last
reported sales price of our common stock as reported on the The Nasdaq Global
Select Market on January 14, 2010 was $4.44 per share.
We will not receive any
proceeds from the sale by the selling stockholders of shares of our common
stock. The selling stockholders described in this prospectus supplement may
offer the shares from time to time through public or private transactions at
market prices prevailing at the time of sale, at a fixed or fixed prices, at
negotiated prices, at various prices determined at the time of sale or at prices
related to prevailing market prices. The timing and amount of any sale are
within the sole discretion of the selling stockholders, subject to certain
restrictions.
Investing in our common stock involves risks. See
“Risk Factors” beginning on page 7 of our Annual Report on Form 10-K for the
fiscal year ended November 1, 2009 and other documents incorporated by reference
in this prospectus supplement and the accompanying prospectus for a discussion
of certain factors which should be considered in an investment of the securities
offered hereby.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus supplement is
January 15, 2010.
TABLE OF
CONTENTS
Prospectus Supplement
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Page
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About This Prospectus
Supplement
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1
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Special Note About Forward-Looking
Statements
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1
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Use of Proceeds
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2
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Selling Stockholder
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2
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Plan of Distribution
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2
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Where You Can Find More
Information
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3
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Experts
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4
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Prospectus
|
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Page
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About This Prospectus
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1
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Cautionary Statement for Purposes of the “Safe Harbor” Provisions
of the Private Securities
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Litigation Reform Act of
1995
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2
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About Photronics, Inc.
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2
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Risk Factors
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3
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Use of Proceeds
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10
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Ratio of Earnings to Fixed Charges
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11
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Description of Debt Securities
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12
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Description of Common Stock and Preferred Stock
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27
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Description of Warrants to Purchase Debt
Securities
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29
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Description of Warrants to Purchase Common or Preferred
Stock
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30
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Selling Stockholders
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31
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Plan of Distribution
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32
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Validity of the Securities
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33
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Experts
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33
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Where You Can Find More
Information
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33
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i
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ABOUT THIS PROSPECTUS
SUPPLEMENT
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and the selling stockholders have not, authorized any other person to
provide you with other information. If anyone provides you with different or
inconsistent information, you should not rely on it. The selling stockholders
are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information in this
prospectus supplement is accurate only as of the date on the front cover of this
prospectus supplement and the information in the accompanying prospectus is
accurate only as of the date on the first page of the accompanying prospectus.
You should also assume that the information contained in any document
incorporated by reference herein and in the accompanying prospectus is accurate
only as of the date of such document. Our business, financial condition, results
of operations and prospects may have changed since these dates.
These offering materials consist of two documents (a) this prospectus
supplement, which adds to and updates information contained in the accompanying
prospectus and the documents incorporated by reference therein and (b) the
accompanying prospectus, which gives more general information about common stock
we may offer from time to time. The information in this prospectus supplement
replaces any inconsistent information included in the accompanying prospectus or
any document incorporated by reference therein.
It is important for you to read and consider all information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus in making your investment decision. You should also read and consider
the information in the documents to which we have referred you in “Where You Can
Find More Information” in this prospectus supplement.
In this prospectus supplement, unless otherwise stated or the context
otherwise requires, references to “we”, “us”, “our”, and “Company” refer to
Photronics, Inc. and its consolidated subsidiaries.
SPECIAL NOTE ABOUT FORWARD-LOOKING INFORMATION
The prospectus supplement, the accompanying prospectus and the documents
incorporated by reference therein contain various forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, which represent our management’s beliefs and
assumptions concerning future events. Statements contained in this prospectus
supplement and the accompanying prospectus, including the documents that are
incorporated by reference therein as set forth in “Where You Can Find More
Information” in the accompanying prospectus, that are not historical facts are
“forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. Forward-looking statements
are based on management’s beliefs, as well as assumptions made by and
information currently available to management. In some cases, you can identify
forward-looking statements by terminology such as “expect,” “anticipate,”
“believe,” “plan,” “projects,” and similar expressions or the negative of such
terms or other comparable terminology. These statements involve known and
unknown risks, uncertainties and other factors that may cause our or our
industry’s results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, those listed under “Risk Factors” and elsewhere
in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference as well as overall economic and business conditions;
the demand for our products; competitive factors in the industries and
geographic markets in which we compete; changes in federal, state and
international tax requirements (including tax rate changes, new tax laws and
revised tax law interpretations); our ability to place new
equipment in service on a timely basis;
interest rate fluctuations and other capital market conditions, including
changes in the market price of our common stock; foreign currency rate
fluctuations; economic and political conditions in international markets; the
ability to obtain additional financings; the ability to achieve anticipated
synergies and other cost savings in connection with acquisitions and
productivity programs; the timing, impact and other uncertainties of future
acquisitions; the seasonal and cyclical nature of the semiconductor and flat
panel display industries; management changes; damage or destruction to our
facilities by natural disasters, labor strikes, political unrest or terrorist
activity; the ability to fully utilize our tools; our ability to achieve desired
yields, pricing, product mix, and market acceptance of our products; changes in
technology; and our ability to obtain necessary export licenses.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
events, levels of activity, performance or achievements. We do not assume
responsibility for the accuracy and completeness of the forward-looking
statements. We do not intend to update any of the forward-looking statements
after the date of this prospectus supplement to conform them to actual results.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale by the selling
stockholders of the common stock covered by this prospectus supplement and the
accompanying prospectus. The selling stockholders will receive all of the net
proceeds for sales of shares of our common stock offered by this prospectus
supplement and the accompanying prospectus.
SELLING STOCKHOLDERS
The shares of common stock covered by this prospectus supplement consist
of 835,151 held as follows JP Morgan Chase Bank, National Association 188,164;
RBS Citizens, National Association122,534; HSBC Bank, National Association
177,025; Citibank, N.A. 162,574; Bank of America, N.A. 118,017; and UBS Loan
Finance LLC 66,837. The selling stockholders may from time to time offer and
sell any or all of the shares of our common stock registered pursuant to this
prospectus supplement and the accompanying prospectus.
We cannot advise you as to whether the selling stockholders will in fact
sell any or all of the shares of common stock covered by this prospectus
supplement and accompanying prospectus.
P
LAN OF DISTRIBUTION
The shares of common stock offered pursuant to this prospectus supplement
and accompanying prospectus may be sold from time to time by the selling
stockholders described herein in one or more transactions at fixed prices, at
market prices at the time of sale, at varying prices determined at the time of
sale or at negotiated prices. The shares of common stock may be sold in one or
more of the following transactions:
If required, we will distribute a supplement to this prospectus
supplement and accompanying prospectus to describe material changes in the terms
of the offering. The supplement will set forth the aggregate number of shares of
common stock being offered and the terms of such offering, including the name or
names of the broker/dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed to be paid to
broker/dealers.
The shares of common stock described in this prospectus supplement and
accompanying prospectus may be sold from time to time directly by the selling
stockholders, including as broker/dealers without any other intermediary.
Alternatively, the selling stockholders may from time to time offer shares of
common stock to or through other broker/dealers or agents. The selling
stockholders and any other broker/dealers or agents that participate in the
distribution of the shares of common stock may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933. Any profits on the resale of
shares of common stock and any compensation received by any broker/dealer or
agent may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
Any shares covered by this prospectus supplement and accompanying
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
of 1933 may be sold under Rule 144 rather than pursuant to this prospectus
supplement and accompanying prospectus. The selling stockholders, in their
discretion, may elect not to sell all of the shares. The selling stockholders
may transfer, devise or gift such shares by other means not described in this
prospectus supplement and accompanying prospectus.
To comply with the securities laws of certain jurisdictions, if
applicable, the common stock must be offered or sold only through registered or
licensed brokers or dealers. In addition, in certain jurisdictions, the common
stock may not be offered or sold unless they have been registered or qualified
for sale or an exemption is available and complied with.
Under applicable rules and regulations under the Securities Exchange Act
of 1934, any person engaged in a distribution of the common stock offered hereby
may not simultaneously engage in market-making activities with respect to our
common stock for a specified period prior to the start of the distribution. In
addition, each selling stockholder and any other person participating in a
distribution will be subject to the Securities Exchange Act and the rules and
regulations promulgated under the Exchange Act, including Regulation M, which
may limit the timing of purchases and sales of common stock by the selling
stockholders or any such other person. These factors may affect the
marketability of the common stock and the ability of brokers or dealers to
engage in market-making activities.
All expenses of this registration will be paid by Photronics, Inc. These
expenses include the SEC’s filing fees and fees under state securities or “blue
sky” laws. The selling stockholders will pay all discounts and selling
commissions, if any.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file with the SEC at its public reference rooms at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available to the
public on the Internet, through a database maintained by the SEC at
http://www.sec.gov. Our common stock is quoted on
the Nasdaq Global Market under the symbol
“PLAB” and our SEC filings can also be read at the following Nasdaq address:
Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to incorporate by reference into this document the
information we filed with the SEC. This means that we can disclose important
business, financial and other information to you by referring you to other
documents separately filed with the SEC. All information incorporated by
reference is part of this document, unless and until that information is updated
and superseded by the information contained in this document or any information
incorporated later.
We incorporate by reference the
documents listed below:
1. Our Annual Report on Form 10-K
filed with the SEC on January 8, 2010 for the fiscal year ended November 1,
2009;
2. Our Definitive Proxy Statement on Schedule 14A filed on March 2, 2009
in connection with our 2009 Meeting of Shareholders; and
3. The description of our common stock contained in Form S-8 filed with
the SEC on June 18, 2008 (File No. 333-151763) and any amendments to such
Registration Statement filed subsequently thereto, including all amendments or
reports filed for the purpose of updating such description.
We also incorporate by reference all future filings we make with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934 (not including any information furnished under Items 2.02, 7.01 or
9.01 of Form 8-K and other information that is identified as “furnished” rather
than filed, which information is not incorporated by reference herein) after the
date of this prospectus and prior to the termination of the offering made
hereby. Any statement contained in a document incorporated herein by reference
will be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein, or in a subsequently
filed document incorporated herein by reference, modifies or superseded the
statement. Any statement modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this registration statement.
Our filings with the SEC, including our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports, are available free of charge on our website as soon as reasonably
practicable after they are filed with, or furnished to, the SEC. Our internet
website is located at http://www.photronics.com. The contents of our website are
not incorporated by reference into this prospectus. You also may request a copy
of these filings (excluding exhibits unless specifically incorporated into those
documents), at no cost, by writing or telephoning our Vice President of
Marketing and Corporate Communications at the following address:
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Photronics, Inc,
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Vice President, Marketing and
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Corporate Communications
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15 Secor Road
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Brookfield, CT 06804
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203-740-5646
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EXPERTS
The consolidated financial statements, and the related financial
statement schedule, incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended November 1, 2009 and the
effectiveness of the Company's internal control over financial reporting have
been audited by
Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their
reports, which are incorporated herein by reference. Such consolidated financial
statements and financial statement schedule have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
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