- Current report filing (8-K)
February 16 2012 - 8:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant To Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934
Date of report (Date of
earliest event reported)
|
February 15,
2012
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PHOTRONICS,
INC.
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(Exact name
of registrant as specified in its
charter)
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Connecticut
|
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0-15451
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06-0854886
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(State or other
jurisdiction
|
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification
Number)
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15 Secor Road, Brookfield,
CT
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06804
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(Address of Principal
Executive Offices)
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(Zip
Code)
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Registrant's Telephone Number,
including area code
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(203)
775-9000
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(Former
name or former address, if changed since last
report)
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02
Results of Operations and Financial
Condition
On February 15, 2012 the Company issued a press release reporting
first quarter fiscal 2012 results. A copy of the press release is attached to
this 8-K.
A copy of the
press release is furnished as Exhibit 99.1 to this report. The information
contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4,
99.5 and 99.6 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934 and shall not be incorporated by reference in
any filing under the Securities Act of 1933 except as shall be expressly set
forth by specific reference in such filing.
On February 16,
2012, the Company will conduct a conference call during which certain unaudited,
non-GAAP EBITDA financial information related to the Companys operations for
the three months ended January 29, 2012 will be disclosed. This information is
set forth in Exhibit 99.6.
EBITDA is a
non-GAAP financial measure that the Company defines pursuant to its credit
agreement. The Company believes that EBITDA is generally accepted as providing
useful information regarding the operational strength and performance of its
business, including the ability of the Company to pay interest, service debt and
fund capital expenditures. The Companys method for calculating EBITDA may not
be comparable to methods used by other companies but is the same method the
Company uses for calculating EBITDA under its credit facility.
Item 9.01
.
Financial Statements
and Exhibits
(d) Exhibits
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99.1
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Press Release dated February 15, 2012
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99.2
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Condensed Consolidated Statements of Income
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99.3
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Condensed Consolidated Balance Sheets
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99.4
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Condensed Consolidated Statements of Cash
Flows
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99.5
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Reconciliation of GAAP to Non-GAAP Financial
Information
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99.6
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Reconciliation of GAAP Net Income to
EBITDA
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
PHOTRONICS,
INC.
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(Registrant)
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DATE:
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February 15,
2012
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BY
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/s/
Richelle E.
Burr
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Richelle E. Burr
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Vice President, General
Counsel
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