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 23, 2004
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PHOTRONICS, INC.
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(Exact Name of Registrant as specified in its charter)
Connecticut 0-15451 06-0854886
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
15 Secor Road, Brookfield, CT 06804
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 775-9000
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N/A
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(Former name or former address, if changed since last report):
Item 5. Other Events
On February 23, 2004, Photronics, Inc. (the "Company") issued a press
release reporting the resignation of Dan Del Rosario, the Company's Chief
Executive Officer and member of its Board of Directors, effective February 23,
2004. A copy of the press release is attached to this Current Report on Form 8-K
as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated February 23, 2004
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.
By: /s/ Sean T. Smith
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Name: Sean T. Smith
Title: Vice President and Chief Financial Officer
Date: February 24, 2004
Exhibit Index
Exhibit Number Description
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99.1 Press Release dated February 23, 2004
FOR FURTHER INFORMATION:
Michael W. McCarthy Jane Ryan
VP- Corporate Communications Account Director
Photronics, Inc. MCA
(203)775-9000 (650)968-8900
mmccarthy@brk.photronics.com jryan@mcapr.com
FOR IMMEDIATE RELEASE
February 23, 2004
PHOTRONICS ANNOUNCES RESIGNATION OF CHIEF EXECUTIVE OFFICER
BROOKFIELD, Connecticut February 23, 2004 -- Photronics, Inc.
(Nasdaq:PLAB), the world's leading sub-wavelength reticle solutions supplier,
today announced the resignation of Dan Del Rosario, the Company's Chief
Executive Officer. Mr. Del Rosario, who had also served on the Company's Board
of Directors, will resign both positions effective immediately in order to
pursue other personal interests.
Constantine "Deno" Macricostas, Chairman, will assume the additional
responsibilities of the Company's Chief Executive Officer until a successor for
Mr. Del Rosario has been named. A search for that person has already begun. The
Company's Board of Directors will be evaluating internal candidates, as well as
potential candidates from outside Photronics. Mr. Macricostas commented, "Dan
has played many important roles in helping Photronics to expand geographically
and technologically. His contributions to creating value for our customers and
opportunity for both our employees and shareholders are appreciated. We wish him
well in his new pursuits."
Mr. Macricostas added, "Photronics' long-term strategy remains
unchanged. The Company's Board and management team will continue building on its
strategic competitive position with the goal of capitalizing on opportunities in
Asia, Europe and North America. As our first quarter results demonstrate, our
entire global team is committed to strengthening our organization and to the
continuous improvement of our already strong financial position. I am confident
that as the current cyclical upturn gathers additional momentum, Photronics'
ability to deliver the innovative reticle technology and service solutions will
be the key to creating shareholder value for our investors."
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PHOTRONICS ANNOUNCES RESIGNATION OF CEO.................................PAGE TWO
Photronics is a leading worldwide manufacturer of photomasks. Photomasks are
high precision quartz plates that contain microscopic images of electronic
circuits. A key element in the manufacture of semiconductors, photomasks are
used to transfer circuit patterns onto semiconductor wafers during the
fabrication of integrated circuits. They are produced in accordance with circuit
designs provided by customers at strategically located manufacturing facilities
in Asia, Europe, and North America. Additional information on the Company can be
accessed at www.photronics.com.
Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Certain statements in this release are considered "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All forward-looking statements involve risks and uncertainties. In
particular, any statement contained in this release regarding the consummation
and benefits of future acquisitions, expectations with respect to future sales,
financial performance, operating efficiencies and product expansion, are subject
to known and unknown risks, uncertainties and contingencies, many of which are
beyond the control of the Company. These factors may cause actual results,
performance or achievements to differ materially from anticipated results,
performances or achievements. Factors that might affect such forward looking
statements include, but are not limited to, overall economic and business
conditions; the demand and receipt of orders for the Company's products;
competitive factors in the industries and geographic markets in which the
Company competes; changes in federal, state and foreign tax requirements
(including tax rate changes, new tax laws and revised tax law interpretations);
the Company's ability to place new equipment in service on a timely basis;
interest rate fluctuations and other capital market conditions, including
foreign currency rate fluctuations; economic and political conditions in
international markets; the ability to obtain a new bank facility or other
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 and investments; the seasonal and
cyclical nature of the semiconductor industry; the availability of capital;
management changes; damage or destruction to our facilities by natural
disasters, labor strikes, political unrest or terrorist activity; the ability to
fully utilize its tools; the ability of the Company to receive desired yields,
pricing, product mix, and market acceptance of its products; changes in
technology; and other risks and uncertainties set forth in the Company's SEC
filings from time to time. Any forward-looking statements should be considered
in light of these factors. The Company assumes no obligation to update the
information in this release.
CyberMask is a trademark of Photronics, Inc.
04-03