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
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Date of report (Date of earliest event reported)
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October 12, 2018
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PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
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Connecticut
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0-15451
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06-0854886
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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15 Secor Road, Brookfield, CT
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06804
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(Address of principal executive offices)
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(Zip Code)
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Registrant's Telephone Number, including area code
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(203) 755-9000
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__________________________________________________________
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On October 12, 2018, Photronics, Inc. (the “Company”) issued a press release announcing that its Board of Directors authorized the repurchase of up to $25
million of the Company's common stock. This is in addition to the $20 million share repurchase program that was authorized in July of this year and is now substantially complete. The purchases will occur in open market transactions from time to
time depending on market conditions or in accordance with a repurchase plan under SEC Rule 10b5-1.
The authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock. The repurchase program may be suspended
or discontinued at any time.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated October 12, 2018.
SIGNATURE
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.
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PHOTRONICS, INC.
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(Registrant)
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By: /s/ Richelle E. Burr
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Name: Richelle E. Burr
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Title: Vice President, General Counsel and
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Secretary
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Date: October 12, 2018
Exhibit 99.1
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For Further Information:
R. Troy Dewar, CFA
Director, Investor Relations
(203) 740-5610
tdewar@photronics.com
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Photronics Announces $25 Million Share Repurchase Program
BROOKFIELD, Conn., October 12, 2018 (Globe Newswire) — Photronics, Inc.
(NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, announced that its Board of Directors has authorized the repurchase of up to $25 million of its common stock. This is in
addition to the $20 million share repurchase program that was authorized in July of this year and is now substantially complete. The purchases will occur in open market transactions from time to time depending on market conditions or in
accordance with a repurchase plan under SEC Rule 10b5-1.
“We have growing confidence in our ability to generate strong cash flows and maintain a solid balance sheet as we complete our plant construction in
China and begin to ramp production during the first half of fiscal 2019,” said Peter Kirlin, chief executive officer. “Our new buildings in both Xiamen and Hefei will be largely complete by the end of this month, followed by installation and
commissioning of production tools. In addition, our near-term business outlook remains in line with previous expectations, and we are well positioned to continue taking advantage of what we believe is a compelling value in our equity.”
This authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock. The repurchase program may be
suspended or discontinued at any time.
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 display 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. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors as well as decisions we may make in the future regarding our business, capital structure and
other matters. These forward-looking statements generally can be identified by phrases such as “believes”, “expects”, “anticipates”, “plans”, “projects”, “should”, and similar expressions. Accordingly, there is no assurance that the Company’s
expectations will be realized. For a fuller discussion of the factors that may affect the Company's operations, see "Forward Looking Statements" in the Company's Quarterly and Annual Reports to the Securities and Exchange Commission on Forms 10-Q
and 10-K. The Company assumes no obligation to provide revisions to any forward-looking statements.