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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[]Preliminary proxy statement [ ] Confidential, for use of the Commission
[X]Definitive proxy statement only (as permitted by Rule 14a-6(e)(2))
[ ]Definitive additional materials
[ ]Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
________________________Photronics, Inc._________________________
(Name of Registrant as specified in Its Charter)
_________________________________________________________________
(Name of Person[s] Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
_____________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(5)Total fee paid:
_____________________________________________________________
[ ] Fee paid previously with preliminary materials:
_____________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
_____________________________________________________________
(2) Form, schedule or registration statement number:
_____________________________________________________________
(3) Filing party:
_____________________________________________________________
(4) Date filed:
_____________________________________________________________
FORMS\14A/p
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(561) 745-1222
- ----------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 13, 1997
-------------
TO THE SHAREHOLDERS OF PHOTRONICS, INC.
Notice is hereby given that a Special Meeting of Shareholders of
Photronics, Inc. will be held at the offices of the Company, 1061 East
Indiantown Road, Jupiter, Florida 33477, on Thursday, November 13, 1997,
at 10:00 a.m. local time, for the following purpose:
1) To approve an amendment to the Company's Certificate of
Incorporation increasing the authorized Common Stock of the
Company from 20,000,000 to 75,000,000 shares.
The Board of Directors has fixed October 1, 1997 as the record date
for determining the holders of Common Stock entitled to notice of and to
vote at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED
TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
By Order of the Board of Directors
Jeffrey P. Moonan
Secretary
October 6, 1997
FORMS\ProxySpMtg.97/p
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(561) 745-1222
- ------------------------------------------------------------------------
PROXY STATEMENT
For the Special Meeting of Shareholders
to be held on November 13, 1997
The enclosed proxy is solicited by the Board of Directors (the
"Board" or "Board of Directors") of Photronics, Inc. (the "Company"),
1061 East Indiantown Road, Jupiter, Florida 33477, to be voted at a
Special Meeting of Shareholders to be held on Thursday, November 13,
1997, at 10:00 a.m. local time at the offices of the Company, 1061 East
Indiantown Road, Jupiter, Florida 33477, or any adjournments thereof (the
"Special Meeting"). At the Special Meeting, the presence in person or by
proxy of the holders of a majority of the total number of shares of
outstanding stock will be necessary to constitute a quorum.
The persons named as proxies on the accompanying proxy card have
informed the Company of their intention, if no contrary instructions are
given, to vote the shares represented by such proxies in favor of the
amendment to the Certificate of Incorporation. No business, other than
that specified in this Notice, may be brought before the Special Meeting.
Any shareholder who executes and delivers a proxy may revoke it at
any time prior to its use upon (a) receipt by the Secretary of the
Company of written notice of such revocation; (b) receipt by the
Secretary of the Company of a duly executed proxy bearing a later date;
or (c) appearance by the shareholder at the meeting and his request for
the return of his proxy. Any such notice or proxy should be sent to
Photronics, Inc., 1061 East Indiantown Road, Jupiter, Florida 33477,
Attention: Jeffrey P. Moonan. Appearance at the meeting without a
request for return of a proxy will not revoke a previously executed and
delivered proxy.
Only shareholders of record at the close of business on October 1,
1997 are entitled to notice of and to vote at the Special Meeting. As of
October 1, 1997, there were 12,062,290 shares of Common Stock issued
and outstanding, each of which is entitled to one vote. The matter to
come before the meeting that is listed in the Notice of Meeting requires,
to be adopted, the affirmative vote of a majority of the outstanding
shares of Common Stock entitled to vote at the Special Meeting.
Abstentions will be considered as present but will not be considered as
votes in favor of any matter; broker non-votes will not be considered as
present for the matter as to which the shares are not voted. This proxy
statement and the attached form of proxy are first being sent or given to
shareholders on or about October 6, 1997.
OWNERSHIP OF COMMON STOCK BY DIRECTORS, NOMINEES,
OFFICERS AND CERTAIN BENEFICIAL OWNERS
To the best knowledge of the Company based on information filed with
the Securities and Exchange Commission and the Company's stock records,
the following table sets forth the beneficial ownership of the Company's
Common Stock as of September 1, 1997, by (i) beneficial owners of more
than five percent of the Company's Common Stock, (ii) each director,
(iii) each executive officer and (iv) all directors and executive
officers of the Company as a group.
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership(1) of Class
Robert J. Bollo 15,625(2) *
1061 East Indiantown Road
Jupiter, FL 33477
Walter M. Fiederowicz 24,350(2)(3) *
39 Painter Hill Road
Woodbury, CT 06798
Joseph A. Fiorita, Jr. 18,125(2) *
146 Deer Hill Avenue
Danbury, CT 06810
Yukio Tagawa 1,590,000(5) 13.2%
Toppan Printing Co., Ltd.
2-2-7 Yaesu, Chuo-ku
Tokyo, Japan 104
Constantine S. Macricostas 1,472,296(2)(4) 12.1%
1061 East Indiantown Road
Jupiter, FL 33477
Macricostas Partners, L.P. 1,140,000 9.5%
1122 Bel Air
Allen, Texas 75013
Jeffrey P. Moonan 64,375(2) *
1061 East Indiantown Road
Jupiter, FL 33477
Toppan Printing Co., Ltd. 1,590,000 13.2%
1, Kanda Izumi-cho
Chiyoda-ku
Tokyo, Japan 101
Michael J. Yomazzo 175,859(2)(6) 1.4%
1061 East Indiantown Road
Jupiter, FL 33477
Directors and Executive 3,360,630(7) 27.3%
Officers as a group
(7 persons)
- ----------------
* Less than 1%
- ----------------
(1) Except as otherwise indicated, the named person has the sole voting and
investment power with respect to the shares of the Company's Common
Stock set forth opposite such person's name.
(2) Includes shares of Common Stock subject to stock options exercisable as
of October 30, 1997 as follows: Mr. Bollo (15,625); Mr. Fiederowicz
(14,925); Mr. Fiorita (14,925); Mr. Macricostas (158,128); Mr. Yomazzo
(65,150); and Mr. Moonan (53,125). Also includes shares subject to
forfeiture under restricted stock awards as follows: Mr. Fiederowicz
(3,000) and Mr. Fiorita (3,000).
(3) Includes 6,025 shares owned by the wife of Mr. Fiederowicz and 400
shares owned by his child, as to which shares he disclaims beneficial
ownership.
(4) Includes 17,000 shares held by the wife of Mr. Macricostas as to which
shares he disclaims beneficial ownership. Also includes 1,140,000
shares owned by Macricostas Partners, L.P., of which Mr. Macricostas is
a limited partner and 25,309 shares owned by the corporate general
partner of such partnership of which Mr. Macricostas is President and
Director and a significant shareholder. Mr. Macricostas disclaims
ownership of those shares not represented by his ownership interests.
(5) Includes 1,590,000 shares owned by Toppan Printing Co., Ltd. of which
Mr. Tagawa is a director, as to which shares Mr. Tagawa disclaims
ownership.
(6) Also includes 25,000 shares held by the wife of Mr. Yomazzo as to which
shares he disclaims beneficial ownership. Also includes 43,000 shares
owned by Yomazzo Associates Limited Partnership of which Mr. Yomazzo is
a general partner and a limited partner. Mr. Yomazzo disclaims
ownership of those shares not represented by his ownership interests.
(7) Includes the shares listed in notes (2), (3), (4), (5) and (6), above.
INCREASE IN AUTHORIZED SHARES
The Board of Directors has adopted an amendment to the Company's
Certificate of Incorporation which would amend Article Third of the
Certificate of Incorporation by increasing the number of authorized
shares of Common Stock, par value $0.01 per share, from 20,000,000 shares
to 75,000,000 shares. The adoption of the amendment would effect no
change in the Company's outstanding shares.
On September 1, 1997, 11,993,503 shares of Common Stock were
outstanding. In addition, an aggregate of 1,512,906 shares were reserved
for issuance under the Company Stock Option or Employee Stock Purchase
Plans and 1,850,280 shares were reserved for issuance upon conversion of
the Company's $103.5 million principal amount of six percent (6%)
convertible subordinated notes due 2004 (the "Convertible Notes"). In
addition, the Certificate of Incorporation permits the issuance of up to
2,000,000 shares, par value $0.01 per share, of preferred stock
("Preferred Stock"). Reference is made to the Company's financial
statements included in its 1996 Annual Report to Shareholders and
quarterly report on Form 10-Q for the period ended August 3, 1997 for a
more detailed description of the Company's equity and financial position.
If the number of authorized shares of Common Stock is increased, there
will be 59,643,311 shares of Common Stock authorized and not outstanding
or reserved for issuance before giving effect to the anticipated stock
split referred to below. Under the Company's Certificate of
Incorporation, the Board of Directors of the Company has authority to
issue authorized and unissued shares of Common Stock without obtaining
approval from the holders of the Common Stock. If additional Common
Stock is issued, there could be a dilutive effect on earnings per share,
and on the equity and voting power of those already holding Common Stock.
The Company's shareholders do not have cumulative voting rights or pre-
emptive rights.
The Board of Directors of the Company believes it will benefit the
shareholders to proceed with an announced 2-for-1 stock split and to have
additional unreserved shares available for issuance. The stock split is
contingent upon, and cannot be effectuated without, approval of this
amendment. In addition, although there are no currently pending
transactions other than the stock split which require approval of the
amendment in order to be effectuated, the Company continually evaluates
its financial position, sources of capital and acquisition opportunities
and may seek additional equity financing if it deems it appropriate or
use shares of Common Stock in connection with future acquisitions. After
giving effect to the stock split, an aggregate of approximately
23,987,006 shares of Common Stock would be outstanding, 3,025,812 shares
would be reserved for issuance under the Company's Stock Option and
Employee Stock Purchase Plans, 3,700,560 shares would be reserved for
issuance upon conversion of the Convertible Notes, and 44,286,622 shares
of Common Stock would be authorized but not outstanding or reserved for
issuance.
Authorized and not outstanding shares of Common Stock or Preferred
Stock could be issued (within the limits of applicable law and National
Association of Securities Dealers National Market System rules as and to
the extent such rules may apply or be observed by the Company), by
private placement or otherwise, without shareholder action, in one or
more transactions. Any such issuance or the availability of additional
authorized Common Stock, could render more difficult or discourage a
merger, tender offer, proxy contest, the assumption of control by a
holder of a large block of the Company's securities, the removal of
incumbent management, or shareholders' opportunities to participate in
mergers, tender offers or other transactions, without regard to whether
such action may be favorable to the interests of the shareholders. While
the Company has not implemented any provisions in its certificate of
incorporation or by-laws having an anti-takeover effect, members of the
Board of Directors have the ability to influence, either directly or
indirectly, the voting or disposition of a significant percentage of the
shares of Common Stock of the Company and could influence the outcome of
any attempt to take control of the Company. In addition, each holder of
the Convertible Notes may require the Company to repurchase the
Convertible Notes in the event of a change of control of the Company, as
defined, at a repurchase price of one hundred percent (100%) of the
principal amount of the Convertible Notes to be repurchased, plus accrued
interest, payable in cash or shares of Common Stock. The Company is not
aware of any specific effort by any person or group to obtain control of
the Company.
Approval of this proposed amendment to the Company's Certificate of
Incorporation requires the favorable vote of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the meeting.
The Board of Directors recommends a vote FOR this proposal.
OTHER MATTERS
In accordance with the Connecticut Business Corporation Act and the
Company's By-Laws, no matter other than the matter set forth on this
Proxy Statement may be brought before the meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company no later than
October 13, 1997 and must meet certain eligibility requirements of the
Securities and Exchange Commission. Proposals may be mailed to
Photronics, Inc. to the attention of Jeffrey P. Moonan, 1061 East
Indiantown Road, Jupiter, Florida 33477.
SOLICITATION OF PROXIES AND COST THEREOF
This proxy solicitation is being made by the Board of Directors of
the Company and the cost of such solicitation of proxies will be borne by
the Company. In addition to solicitation of the proxies by use of the
mails, employees of the Company, without extra remuneration, may solicit
proxies personally or by telephone or cable. The Company will reimburse
brokerage firms, nominees, custodians and fiduciaries for their out-of-
pocket expenses for forwarding proxy materials to beneficial owners and
seeking instruction with respect thereto.
By order of the Board of Directors
Jeffrey P. Moonan
Secretary
October 6, 1997
FORMS\ProxySpMtg.97/p
P R O X Y
___________
Photronics, Inc.
1997 Special Meeting of Shareholders
November 13, 1997
___________________________________________________
The undersigned hereby appoints Constantine S. Macricostas, Michael J.
Yomazzo and Jeffrey P. Moonan, or any one or more of them acting in the
absence of the others, with full power of substitution, proxies for the
undersigned, to vote at the 1997 Special Meeting of Shareholders of
Photronics, Inc. to be held at 10:00 a.m. on Thursday, November 13, 1997 at
1061 East Indiantown Road, Jupiter, Florida 33477, and at any adjournment or
adjournments thereof according to the number of votes the undersigned might
cast and with all powers the undersigned would possess if personally present.
1) To approve an amendment to the Company's Certificate of Incorporation
increasing the authorized Common Stock of the Company from 20,000,000
to 75,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please date and sign proxy card on other side)
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shares represented by this proxy card will be voted (or not voted) on
Item 1, as directed by the shareholder, but if no direction is indicated,
will be voted FOR the proposal. The management recommends a vote FOR the
proposal.
Please sign as name(s) appear hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
_________________________________________________________
Signature(s)
_________________________________________________________
Signature(s)
Dated:____________________
Please mark, sign, date and return the proxy card using the enclosed
envelope.
FORMS\ProxySpMtg.97/p