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) | April 10, 2013 |
| 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 Other Events.
On April 10, 2013, Photronics, Inc. (the “Company”) issued a press release announcing that it received approval from the Gretai Securities Market for the delisting of the stock of Photronics Semiconductor Mask Corp, the Company’s majority-owned subsidiary in Taiwan.
A copy of the press release is attached to this 8-K and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits | ||
| (d) | Exhibits | ||
| 99.1 Press release dated April 10, 2013. | |||
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: | April 10, 2013 | BY | /s/ Richelle E. Burr | |
| Richelle E. Burr | ||||
| Vice President, General Counsel | ||||
| PHOTRONICS, INC. |
 |
For Further Information: Pete Broadbent Vice President, Investor Relations & Marketing (203) 775-9000 pbroadbent@photronics.com |
| Press Release | |
Photronics Announces Approval to
Proceed
With Tender Offer to Acquire Outstanding Shares
of its Majority
Owned Taiwan Subsidiary, PSMC
BROOKFIELD, Connecticut April 10, 2013 — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today announced that Photronics Semiconductor Mask Corporation ("PSMC"), a majority-owned subsidiary of Photronics, Inc., has obtained approval from the Gretai Securities Market of PSMC’s application for the delisting of its stock.
Photronics Inc., the majority shareholder of PSMC, has promised to acquire PSMC’s total shares currently outstanding at NTD16.30 per share from April 30, 2013 through June 18, 2013, via tender offer. The transaction is estimated to cost Photronics in the aggregate up to approximately $25 to $30 million. Photronics currently owns 75% of the outstanding shares of PSMC.
# # #
About Photronics
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 Company’s operations, markets, products, services, prices, and other factors as discussed in filings with the United States Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements.
07-2013