Photronics, Inc. - SEC Filing

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Filed pursuant to Rules 424(b)(3) and 424(c) Registration Statement No. 333-82080 PROSPECTUS SUPPLEMENT NO. 18 (To Prospectus Dated February 22, 2002) $200,000,000 Photronics, Inc. 4 3/4% Convertible Subordinated Notes Due 2006 and Common Stock Issuable Upon Conversion of the Notes This document supplements our prospectus dated February 22, 2002 relating to the resale of up to $200,000,000 aggregate principal amount of our notes and the shares of our common stock issuable upon conversion of the notes, by certain holders of notes who are named as selling security holders in the prospectus. You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement updates information in the prospectus, and, accordingly, to the extent inconsistent, the information in this prospectus supplement supersedes the information contained in the prospectus. ----------------------- Investing in the notes involves risks. See "Risk Factors" beginning on page 7 of the prospectus. ----------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus supplement is April 8, 2003.

The table of selling security holders beginning on page 36 of the prospectus is hereby amended to add the entity named below as selling security holder: Number of shares of Principal amount of common Percentage notes beneficially stock that of common stock owned that Percentage may be sold outstanding Name may be sold of notes outstanding (1) (2) ---- ------------------- -------------------- ------------------ --------------- Conseco Fund Group-Convertible $ 250,000 * 6,756 * Securities Fund 2

After giving effect to the addition of the foregoing selling security holder and the deletion of three selling security holders who have sold all of their notes pursuant to the prospectus, the section of the prospectus entitled "Selling Security Holders" reads as follows: SELLING SECURITY HOLDERS We originally issued the notes in a private placement in December 2001. The notes were resold by the initial purchasers of the notes to qualified institutional buyers under Rule 144A under the Securities Act. Selling security holders may offer and sell the notes and the underlying common stock pursuant to this prospectus. The following table sets forth information we have received as of April 8, 2003 about the principal amount of notes and the underlying common stock beneficially owned by each selling security holder that may be offered using this prospectus. Principal amount of notes beneficially Percentage of Number of shares Percentage of owned that notes of common stock common stock Name may be sold outstanding that may be sold (1) outstanding (2) ---- ------------------- ------------- -------------------- --------------- Advent Convertible Master Cayman L.P. $ 2,935,000 1.47% 79,324 * AIG/National Union Fire Insurance 180,000 * 4,864 * AIM Alternative Asset Partners 15,000 * 405 * Allentown City Firefighters Pension Plan 29,000 * 783 * Allentown City Officers & Employees Pension Fund 11,000 * 297 * Allentown City Police Pension Plan 54,000 * 1,459 * Alpha US Sub Fund 4, LLC 415,000 * 11,216 * Amaranth LLC 13,800,000 6.90 372,972 1.21% American Motorist Insurance Company 507,000 * 13,702 * 3

Principal amount of notes beneficially Percentage of Number of shares Percentage of owned that notes of common stock common stock Name may be sold outstanding that may be sold (1) outstanding (2) ---- ------------------- ------------- -------------------- --------------- Zurich Institutional Benchmark Master Fund Ltd. 1,000,000 * 27,027 * Any other holder of notes or future transferee, pledgee, donee or successor of 0 - 0 - any holder (3) ------------------- ------------- -------------------- --------------- Total............................................... $200,000,000 (8) 100.00% 5,405,400 (4) 15.13% - ---------- * Less than 1%. (1) Assumes conversion of all of the holder's notes at a conversion rate of 27.027 shares of common stock per $1,000 principal amount of notes. However, this conversion rate will be subject to adjustment as described under "Description of Notes--Conversion Rights." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. (2) Calculated based on 30,315,494 shares of common stock outstanding as of December 31, 2001. In calculating this amount for each selling security holder, we treated as outstanding that number of shares of common stock issuable upon conversion of all of that holder's notes. However, we did not assume the conversion of any other holder's notes, except in calculating the percentage for all selling security holders as a group. (3) Information about other selling security holders will be set forth in prospectus supplements, if required. (4) Column does not add up correctly because the fractional shares to which the holders would be entitled have been disregarded. (5) Pursuant to an Investment Management Agreement, CALAMOS(R) Investments is not acting individually, but solely as an Investment Manager for the selling security holder. (6) The entity is either an investment company or a portfolio of an investment company registered under Section 8 of the Investment Company Act of 1940, as amended, or a private investment account advised by Fidelity Management and Research Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, as amended, and provides investment advisory services to each of 12

such Fidelity entities identified above, and to other registered investment companies and to certain other funds which are generally offered to a limited group of investors. FMR Co. is a wholly owned subsidiary of FMR Corp., a Massachusetts corporation. The holdings are as of January 23, 2002. (7) The entity owns $1,200,000 of our 6.00% convertible subordinated notes due 2004. Further, Morgan Stanley & Co. Incorporated acted as one of the initial purchasers in connection with the offer and sale of the notes in December 2001. (8) The figures in this column are based on information supplied to us, as of April 8, 2003, by the respective selling security holders named in the table. As of that date, these selling security holders had supplied us with information indicating that, collectively, they owned more than $200,000,000 aggregate principal amount of notes (which would be convertible into more than 5,405,400 shares of common stock), reflecting, we believe, that one or more selling security holders supplied us with information for inclusion in the table and then sold their notes in transactions exempt from the registration requirements of the Securities Act to persons who also supplied us with information with respect to the same notes. However, since this prospectus would not be applicable to any sale of notes after they have been publicly sold utilizing this prospectus, no more than $200,000,000 principal amount of notes could be sold utilizing this prospectus and, accordingly, the $200,000,000 total in this column has been retained and represents the maximum principal amount of notes that could be sold hereunder. (9) The entity also owns an additional $6,500,000 principal amount of the notes, which it purchased, in registered form, in the open market. (10) This entity (the "Fund") has advised us that, to the best of its knowledge, the Fund has no position, office or other material relationship with us or any of our affiliates and that, while other funds and accounts advised by Massachusetts Financial Services Company ("MFS") may own securities issued by us, MFS has no knowledge of any other position, office or other material relationship between the Fund's affiliates and us or any of our affiliates. We prepared this table based on the information supplied to us on or before April 8, 2003 by the selling security holders named in the table. The selling security holders listed in the above table may have sold or transferred, pursuant to the prospectus or in transactions exempt from the registration requirements of the Securities Act, some or all of their notes since the date they have supplied the information to us. Some of the selling security holders may hold additional notes that have been registered under the Securities Act. Information about the selling security holders may change further over time. Any changed information supplied to us will be set forth in future prospectus supplements. Other than as noted above, none of the selling security holders listed above has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates. 13

Because the selling security holders may offer all or some of their notes or the underlying common stock from time to time, we cannot estimate the amount of the notes or the underlying common stock that will be held by the selling security holders upon the termination of any particular offering. See "Plan of Distribution." 14

The last sentence of the sixth paragraph under "Plan of Distribution" on page 41 of the prospectus was previously amended to read as follows: "The selling security holders may also sell the notes or the underlying common stock short and deliver notes or the underlying common stock to close out short positions, or loan or pledge notes or the underlying common stock to broker-dealers or financial institutions that, in turn, may sell the notes or the underlying common stock." 15