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) |
July 21, 2008 |
PHOTRONICS, INC. |
(Exact name of registrant as specified in its charter) |
Connecticut | 0-15451 | 06-0854886 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification Number) |
15 Secor Road, Brookfield, CT | 06804 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, including area code | (203) 775-9000 |
(Former name or former address, if changed since last report) |
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 | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item |
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers: On July 21, 2008 (the Effective Date), the Company entered into a Separation and Consulting Agreement and related waiver and release of claims with Mr. Luttati (the Separation Agreement). The Separation Agreement provides that Mr. Luttati will resign all positions as an officer and director of the Company effective as of July 21, 2008. However, Mr. Luttati will stay on as consultant for the Company until January 31, 2009 (the Consulting Period). Pursuant to the terms of the Separation Agreement, Mr. Luttati will receive severance in the form of the continuation of his current base salary ($513,000) for eighteen months following the Effective Date. Mr. Luttati will also receive $40,000 for outplacement and relocation benefits. Mr. Luttati can purchase his Company-provided automobile at the book value of $24,429. The Company also agreed to contribute to the costs of Mr. Luttatis monthly premiums for health and dental insurance coverage under COBRA for a period of one (1) year from the Effective Date. The Company also agreed to allow Mr. Luttati to retain his Company-provided life insurance policy to the extent provided under applicable law and the terms of the plan. Mr. Luttati can exercise any outstanding Company stock options which are vested as of the Effective Date for a period of eighteen (18) months from the Effective Date. Any Company options that have not vested as of the Effective Date will terminate as of the Effective Date. Mr. Luttatis restricted stock will continue to vest in accordance with the original vesting schedule during the Consulting Period. In the event a change of control of the Company occurs prior to the expiration of the Consulting Period, all Company restricted stock held by Mr. Luttati will immediately vest as of the date of the change of control and Mr. Luttati will receive an additional six (6) months of salary continuation payments. The Separation Agreement supersedes or replaces any prior agreement regarding Mr. Luttatis employment and termination with the Company with the exceptions of Section 5(f) (Tax Consideration), 7 (Confidential Information), 8 (Non Competition), and 9 (Intellectual Property) of the Employment Agreement between the Company and Mr. Luttati dated May 12, 2005 (the Employment Agreement). The severance benefits set forth above are contingent upon Mr. Luttati executing a release of claims against the Company and are also generally consistent with Mr. Luttatis entitlements under his Employment Agreement in the event of a termination without cause. |
Item 9.01. |
Financial Statements and Exhibits | |
(d) Exhibits 99.1 |
|
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. |
(Registrant) |
DATE |
July 23, 2008 |
BY | /s/ Richelle E. Burr | |
Richelle E.
Burr Vice President, Associate General Counsel | ||||
PHOTRONICS, INC. |
Photronics, Inc.
Exhibits Index
Exhibit No. |
Subject Matter | |
99.1 |
Press Release dated July 21, 2008 |
FOR FURTHER INFORMATION: | |
Press Release |
FOR IMMEDIATE
RELEASE
July 21, 2008
PHOTRONICS ANNOUNCES RESIGNATION OF CEO, MICHAEL
J.
LUTTATI
Company to Retain Executive
Search Firm to Find Replacement
BROOKFIELD, Connecticut, July 21, 2008 -- Photronics, Inc. (Nasdaq:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, announced today that Michael J. Luttati will step down as Chief Executive Officer of the Company and as a member of the Board of Directors effective immediately. Chairman of the Photronics Board of Directors, Constantine ("Deno") Macricostas will assume the role of interim CEO.
Mr. Luttati will remain as a consultant to the Company for a period of time to help with the transition to new leadership. Photronics Board of Directors has appointed a search committee and will retain an executive search firm to lead the task of identifying a new Chief Executive Officer.
We want to thank Mike for his valuable contributions to the Company over the years and wish him and his family well in their future endeavors, said Mr. Macricostas. Mike represented and served the Company admirably in his tenure as CEO, and set in place strategic initiatives that position the Company for long-term growth. After assessing the future direction of the Company, the Board of Directors and Mike mutually agreed that this was an appropriate time to make a change in leadership.
It has been a privilege to work with the wonderful employees of Photronics for the past 3 years, said Mr. Luttati. Photronics has built its reputation as the acknowledged service leader in its field and is now poised to succeed in its next phase of growth. I look forward to following the Companys progress and assisting the Board with a smooth transition.
# # #
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 and flat panel displays, photomasks are used to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits, a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. They are produced in accordance with product 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.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Photronics, Inc. and its subsidiaries (the Company). The forward-looking statements contained in this press release and other parts of Photronics web site involve risks and uncertainties that may affect the Companys operations, markets, products, services, prices, and other factors as discussed in filings with the U. S. Securities and Exchange Commission (SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Companys expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements.