UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Photronics, Inc.*
(Name of Issuer)
Common Stock
(Title of Class of Securities)
719405102
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No.
719405102
13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of Above
Person)
Ivy
Investment Management Company Tax ID No. 03-0481447
2.
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
:
(a)
[ ]
(b)
[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
: Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
:
5.
|
SOLE
VOTING POWER
|
1,712,600
(See
Item 4)
|
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
1,712,600
(See
Item 4)
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
:
1,712,600 (See
Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
:
[ ]
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
: 3.3
12.
TYPE OF PERSON REPORTING
: IA
CUSIP
No.
719405102
13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of Above
Person)
Waddell
& Reed Investment Management Company
Tax ID No. 48-1106973
2.
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
:
(a)
[ ]
(b)
[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
: Kansas
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
:
5.
|
SOLE
VOTING POWER
|
2,946,759
(See
Item 4)
|
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
2,946,759
(See
Item 4)
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
:
2,946,759 (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
:
[ ]
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
: 5.7
12.
TYPE OF PERSON REPORTING
: IA
CUSIP
No.
719405102
13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of Above
Person)
Waddell
& Reed, Inc. Tax ID No. 43-1235675
2.
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
:
(a)
[ ]
(b)
[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
: Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
:
5.
|
SOLE
VOTING POWER
|
2,946,759
(See
Item 4)
|
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
2,946,759
(See
Item 4)
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
:
2,946,759 (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
:
[ ]
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
: 5.7
12.
TYPE OF PERSON REPORTING
: BD
CUSIP
No.
719405102
13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of Above
Person)
Waddell
& Reed Financial Services, Inc. Tax
ID No. 43-1414157
2.
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
:
(a)
[ ]
(b)
[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
: Missouri
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
:
5.
|
SOLE
VOTING POWER
|
2,946,759
(See
Item 4)
|
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
2,946,759
(See
Item 4)
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
:
2,946,759 (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
:
[ ]
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
: 5.7
12.
TYPE OF PERSON REPORTING
: HC
CUSIP
No.
719405102
13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of Above
Person)
Waddell
& Reed Financial, Inc. Tax ID No. 51-0261715
2.
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
:
(a)
[ ]
(b)
[ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF
ORGANIZATION
: Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
:
5.
|
SOLE
VOTING POWER
|
4,659,359
(See
Item 4)
|
|
|
|
6.
|
SHARED
VOTING POWER
|
0
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
4,659,359
(See
Item 4)
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
:
4,659,359 (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES
:
[ ]
11.
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
: 9.0
12.
TYPE OF PERSON REPORTING
: HC
Item 1(a)
:
Name of Issuer
: Photronics, Inc.
Item 1(b)
:
Address of Issuers Principal Executive
Offices
:
15
Secor Road
Brookfield,
CT 06804
Item 2(a)
:
Name of Person Filing
:
(i)
|
|
Waddell
& Reed Financial, Inc.
|
(ii)
|
|
Waddell
& Reed Financial Services, Inc.
|
(iii)
|
|
Waddell
& Reed, Inc.
|
(iv)
|
|
Waddell
& Reed Investment Management Company
|
(v)
|
|
Ivy
Investment Management Company
|
Item 2(b)
:
Address of Principal Business Office
:
(i)-(v):
6300 Lamar Avenue
Overland
Park, KS 66202
Item 2(c)
:
Citizenship
:
(i),
(iii) and (v): Delaware
(ii): Missouri
(iv): Kansas
Item 2(d)
:
Title of Class of Securities
:
Common Stock
Item 2(e)
:
CUSIP Number
: 719405102
Item 3
:
The reporting person is
:
(i)
|
Waddell & Reed Financial, Inc., a parent holding company in
accordance with Reg. 240.13d-1(b)(1)(ii)(G);
|
(ii)
|
Waddell & Reed Financial Services, Inc., a parent holding company
in accordance with Reg. 240.13d-1(b)(1)(ii)(G);
|
(iii)
|
Waddell & Reed, Inc., a broker-dealer registered under section 15
of the Act (15 U.S.C. 78o); and
|
(iv)
|
Waddell & Reed Investment Management Company, an investment
advisor in accordance with Reg. 240.13d-1(b)(1)(ii)(E).
|
(v)
|
Ivy
Investment Management Company, an investment advisor in accordance with Reg.
240.13d-1(b)(1)(ii)(E).
|
Item 4
:
Ownership
The securities reported on herein are beneficially owned by one or more
open-end investment companies or other managed accounts which are advised or
sub-advised by Ivy Investment Management Company (IICO), an investment
advisory subsidiary of Waddell & Reed Financial, Inc. (WDR) or Waddell &
Reed Investment Management Company (WRIMCO), an investment advisory
subsidiary of Waddell & Reed, Inc. (WRI).
WRI is a broker-dealer and underwriting subsidiary of Waddell & Reed
Financial Services, Inc., a parent holding company (WRFSI). In turn, WRFSI is a subsidiary of WDR, a
publicly traded company. The investment
advisory contracts grant IICO and WRIMCO all investment and/or voting power
over securities owned by such advisory clients.
The investment sub-advisory contracts grant IICO and WRIMCO investment
power over securities owned by such sub-advisory clients and, in most cases,
voting power. Any investment restriction
of a sub-advisory contract does not restrict investment discretion or power in
a material manner. Therefore, IICO
and/or WRIMCO may be deemed the beneficial owner of the securities covered by
this statement under Rule 13d-3 of the Securities Exchange Act of 1934 (the 1934
Act).
IICO,
WRIMCO, WRI, WRFSI and WDR are of the view that they are not acting as a group
for purposes of Section 13(d) under the 1934 Act. Indirect beneficial ownership is attributed
to the respective parent companies solely because of the parent companies
control relationship to WRIMCO and IICO.
(a)
Amount beneficially owned: 4,659,359
(b)
Percent of class: 9.0
(c)
Number of shares as to which the person has:
(i)
Sole voting power to vote or to direct the
vote:
WDR:
4,659,359
(indirect)
WRFSI:
2,946,759
(indirect)
WRI:
2,946,759
(indirect)
WRIMCO:
2,946,759
(direct)
IICO:
1,712,600
(direct)
(ii)
Shared power to vote or to direct the
vote: 0
(iii)
Sole power to dispose or to direct the
disposition of:
WDR:
4,659,359
(indirect)
WRFSI:
2,946,759
(indirect)
WRI:
2,946,759
(indirect)
WRIMCO:
2,946,759
(direct)
IICO:
1,712,600
(direct)
(iv)
Shared power to dispose or to direct the
disposition of: 0
Item 5
:
Ownership of Five Percent or Less of a Class
:
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the
following:
[ ]
Item 6
:
Ownership of More than Five Percent on Behalf
of Another Person
:
The clients of IICO and WRIMCO,
including investment companies registered under the Investment Company Act of
1940 and other managed accounts, have the right to receive dividends from, as
well as the proceeds from the sale of, such securities. Waddell & Reed Advisors Funds Science
& Technology Fund, a company registered under the Investment Company Act of
1940, has an interest in more than 5% of the class of securities reported
herein.
Item 7
:
Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company
:
See Attached Exhibit 2.
Item 8
:
Identification and Classification of Members
of the Group
:
Not
Applicable.
Item 9
:
Notice of Dissolution of Group
:
Not Applicable.
Item 10
:
Certification
:
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated:
February 12, 2010
|
|
|
|
|
|
Waddell
& Reed Financial, Inc.
|
Waddell
& Reed Financial Services, Inc.
|
|
|
|
|
By:
/s/ Wendy J. Hills
|
By:
/s/ Wendy J. Hills
|
Name:
Wendy J. Hills
|
Name:
Wendy J. Hills
|
Title:
Vice President
|
Title:
Attorney-In-Fact
|
|
|
|
|
Waddell
& Reed, Inc.
|
Waddell
& Reed Investment Management Company
|
|
|
|
|
By:
/s/ Wendy J. Hills
|
By:
/s/ Wendy J. Hills
|
Name:
Wendy J. Hills
|
Name:
Wendy J. Hills
|
Title:
Attorney-In-Fact
|
Title:
Attorney-In-Fact
|
|
|
|
|
Ivy
Investment Management Company
|
|
|
|
|
|
By:
/s/ Wendy J. Hills
|
|
Name:
Wendy J. Hills
|
|
Title:
Attorney-In-Fact
|
|
EXHIBIT INDEX
Exhibit
No.
Description
1
Joint Filing Agreement
2
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company
3
Power of Attorney
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