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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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(Rule
13d-102)
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Information
Statement Pursuant to Rules 13d-1 and 13d-2
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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Photronics,
Inc.
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(Name
of Issuer)
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Common
Stock, $0.01 par value
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(Title
of Class of Securities)
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719405102
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(CUSIP
Number)
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April
28, 2010
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Date
of Event Which Requires Filing of the
Statement
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[X] Rule
13d-1(c)
[ ] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
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).
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CUSIP
NO. 719405102
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13G
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Page 2 of 10
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Advisors LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,966,579
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%1
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12.
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TYPE
OF REPORTING PERSON
IA;
OO; HC
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1
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The
percentages reported in this Schedule 13G are based upon 56,376,969 shares
of Common Stock outstanding (composed of (i) 53,437,603 shares of Common
Stock outstanding as of March 4, 2010 (according to the Form 10-Q filed by
the issuer on March 11, 2010) plus (ii) 2,939,366 shares of Common Stock
issuable upon the conversion of the 5.5% Convertible Senior Notes due 2014
held by Citadel Equity Fund Ltd.).
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CUSIP
NO. 719405102
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13G
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Page 3 of 10
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings II LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,966,579
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12.
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TYPE
OF REPORTING PERSON
PN;
HC
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CUSIP
NO. 719405102
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13G
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Page 4 of 10
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group II, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,991,779
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12.
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TYPE
OF REPORTING PERSON
OO;
HC
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CUSIP
NO. 719405102
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13G
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Page 5 of 10
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,991,779
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12.
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TYPE
OF REPORTING PERSON
IN;
HC
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CUSIP
NO. 719405102
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13G
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Page 6 of 10
Pages
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| Item 1(a) |
Name
of Issuer
Photronics,
Inc.
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| Item 1(b) |
Address
of Issuer's Principal Executive Offices
15
Secor Road, Brookfield, Connecticut 06804
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Item
2(a)
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Name
of Person Filing
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This
Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel
Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Investment Group II,
L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel
Advisors, CH-II and CIG-II, the “Reporting Persons”) with respect to
shares of Common Stock of the above-named issuer (and/or options to
purchase such shares and/or other securities convertible into such shares)
owned by Citadel Derivatives Trading Ltd., a Cayman Islands limited
company (“CDT”), Citadel Equity Fund Ltd., a Cayman Islands limited
company (“CEF”), and Citadel Securities LLC, a Delaware limited liability
company (“Citadel Securities”).
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Citadel
Advisors is the portfolio manager for CDT and CEF. CH-II is the
managing member of Citadel Advisors. Citadel Holdings I LP, a
Delaware limited partnership (“CH-I”), is the non-member manager of
Citadel Securities. CIG-II is the general partner of CH-I and
CH-II. Mr. Griffin is the President and Chief Executive Officer
of, and owns a controlling interest in,
CIG-II.
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The
filing of this statement shall not be construed as an admission that any
of the Reporting Persons is the beneficial owner of any securities covered
by the statement other than the securities actually owned by such person
(if any).
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Item
2(b)
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Address
of Principal Business Office
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The
address of the principal business office of each of the Reporting Persons
is c/o Citadel Investment Group, L.L.C., 131 S. Dearborn Street, 32nd
Floor, Chicago, Illinois 60603.
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Item
2(c)
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Citizenship
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Each
of Citadel Advisors and CIG-II is organized as a limited liability company
under the laws of the State of Delaware. CH-II is organized as
a limited partnership under the laws of the State of
Delaware. Mr. Griffin is a U.S. citizen.
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| Item 2(d) | Title of Class of Securities |
| Common Stock, $0.01 par value | |
| Item 2(e) | CUSIP Number |
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719405102
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Item
3
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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[__]
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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CUSIP
NO. 719405102
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13G
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Page 7 of 10
Pages
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(b)
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[__]
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Bank
as defined in Section 3(a)(6) of the Exchange
Act;
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(c)
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[__]
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
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(d)
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[__]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[__]
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[__]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[__]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[__]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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[__]
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[__]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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If filing
as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: ____________.
Item
4 Ownership
A. Citadel
Advisors LLC
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(a)
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Citadel
Advisors may be deemed to beneficially own 2,966,579 shares of Common
Stock.
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(b)
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The
number of shares Citadel Advisors may be deemed to beneficially own
constitutes approximately 5.3% of the Common Stock
outstanding.
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(c)
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Number
of shares as to which such person
has:
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(i)
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sole
power to vote or to direct the
vote: 0
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(ii)
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shared
power to vote or to direct the
vote: 2,966,579
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(iii)
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sole
power to dispose or to direct the disposition
of: 0
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(iv)
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shared
power to dispose or to direct the disposition
of: 2,966,579
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CUSIP
NO. 719405102
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13G
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Page 8 of 10
Pages
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B. Citadel
Holdings II LP
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(a)
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CH-II
may be deemed to beneficially own 2,966,579 shares of Common
Stock.
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(b)
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The
number of shares CH-II may be deemed to beneficially own constitutes
approximately 5.3% of the Common Stock
outstanding.
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(c)
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Number
of shares as to which such person
has:
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(i)
|
sole
power to vote or to direct the
vote: 0
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(ii)
|
shared
power to vote or to direct the
vote: 2,966,579
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(iii)
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sole
power to dispose or to direct the disposition
of: 0
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(iv)
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shared
power to dispose or to direct the disposition
of: 2,966,579
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C. Citadel
Investment Group II, L.L.C.
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(a)
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CIG-II
may be deemed to beneficially own 2,991,779 shares of Common
Stock.
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(b)
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The
number of shares CIG-II may be deemed to beneficially own constitutes
approximately 5.3% of the Common Stock
outstanding.
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(c)
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Number
of shares as to which such person
has:
|
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(i)
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sole
power to vote or to direct the
vote: 0
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(ii)
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shared
power to vote or to direct the
vote: 2,991,779
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(iii)
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sole
power to dispose or to direct the disposition
of: 0
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(iv)
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shared
power to dispose or to direct the disposition
of: 2,991,779
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D. Kenneth
Griffin
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(a)
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Mr.
Griffin may be deemed to beneficially own 2,991,779 shares of Common
Stock.
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(b)
|
The
number of shares Mr. Griffin may be deemed to beneficially own constitutes
approximately 5.3% of the Common Stock
outstanding.
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(c)
|
Number
of shares as to which such person
has:
|
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(i)
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sole
power to vote or to direct the
vote: 0
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(ii)
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shared
power to vote or to direct the
vote: 2,991,779
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(iii)
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sole
power to dispose or to direct the disposition
of: 0
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(iv)
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shared
power to dispose or to direct the disposition
of: 2,991,779
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CUSIP
NO. 719405102
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13G
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Page 9 of 10
Pages
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Item
5
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Ownership
of Five Percent or Less of a Class
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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 o.
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Item
6
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
Applicable
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Item
7
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Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding
Company
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See
Item 2 above
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Item
8
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Identification
and Classification of Members of the
Group
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Not
Applicable
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Item
9
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
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CUSIP
NO. 719405102
|
13G
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Page 10 of 10
Pages
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After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated
this 4th day of
May, 2010.
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CITADEL ADVISORS
LLC
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL HOLDINGS II
LP
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL INVESTMENT GROUP II,
L.L.C.
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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KENNETH
GRIFFIN
By: /s/
John C. Nagel
John C. Nagel,
attorney-in-fact*
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*
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John
C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by
reference herein. The power of attorney was filed as an attachment to a
filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel
Group Co.
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EXHIBIT
99.1
JOINT FILING
AGREEMENT
The undersigned hereby agree that the
Statement on Schedule 13G filed herewith (and any amendments thereto), relating
to the Common Stock, $0.01 par value, of Photronics, Inc., a Connecticut corporation, is being
filed jointly with the Securities and Exchange Commission pursuant to Rule
13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of
each of the undersigned.
This Agreement may be executed in
counterparts and each of such counterparts taken together shall constitute one
and the same instrument.
Dated this 4th day of May, 2010.
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CITADEL ADVISORS
LLC
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL HOLDINGS II
LP
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
|
CITADEL INVESTMENT GROUP II,
L.L.C.
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
KENNETH
GRIFFIN
By: /s/
John C. Nagel
John C. Nagel,
attorney-in-fact*
|
|
*
|
John
C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by
reference herein. The power of attorney was filed as an attachment to a
filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel
Group Co.
|