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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1997.
Registration No. 333
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0854886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
-------------------------------------
1061 East Indiantown Road
Jupiter, Florida 33477
(561) 745-1222
(Address, and telephone number,
of Registrant's principal executive offices)
---------------------------------------------
Jeffrey P. Moonan, Esq.,
Senior Vice President and General Counsel
1061 East Indiantown Road
Jupiter, Florida 33477
(561) 745-1222
Fax: (561) 747-1432
(Name, address, including zip code, and telephone number of
agent for service)
---------------------------
Copies to:
Steven L. Wasserman, Esq. Keith F. Higgins, Esq.
Reid & Priest LLP Ropes & Gray
40 West 57th Street One International Place
New York, New York 10019 Boston, Massachusetts 02110
(212) 603-2000 (617) 951-7000
Fax: (212) 603-2001 Fax: (617) 951-7050
----------------------------
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION
STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. []
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [x] File No. 333-26009
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. []
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed
maximum Proposed
Title of each offering maximum Amount of
class of price aggregate registrat
securities to Amount to per offering ion fee
be registered be registered unit(1) price (1) (1)
-------------- ----------------- ------ ---------- --------
Convertible
Subordinated
Notes due 2004 $17,250,000(2) 100% $17,250,000 $5,227.27
Common Stock,
$.01 par value (3) -- -- --
=========================================================================
(1) The filing fee has been calculated pursuant to Paragraphs (a) and
(i) of Rule 457 promulgated under the Securities Act of 1933.
(2) Includes $2,250,000 aggregate principal amount of Notes subject to
Underwriters' over-allotment option.
(3) Such presently indeterminable number of shares of Common Stock as
may be or become deliverable upon conversion of the Notes being
registered thereby.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-3 filed by
Photronics, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 333-26009), including each of
the documents filed by the Company with the Commission and incorporated
by reference therein, pursuant to the Securities Act of 1933, as
amended, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in the
Company's Registration Statement (File No. 333-26009) are incorporated by
reference into, and shall be deemed a part of, this Registration
Statement, except the following which are filed herewith or specifically
incorporated by reference herein from the Company's Registration
Statement (File No. 333-26009). Where so indicated by footnote, exhibits
which were previously filed are incorporated by reference. For exhibits
incorporated by reference, the location of the exhibit in the previous
filing is indicated in the parentheses.
5.1 - Opinion of Reid & Priest LLP.*
23.1 - Consent of Deloitte & Touche LLP.*
23.2 - Consent of Reid & Priest LLP (Included in Exhibit 5.1).*
24.1 - Power of Attorney (incorporated by reference to Exhibit
24.1 to the Company's Registration Statement on Form S-3
(File No. 333-26009)).
------------------------------
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Brookfield, State
of Connecticut, on the 22nd day of May 1997.
PHOTRONICS, INC.
By /s/ Jeffrey P. Moonan
-----------------------------
Jeffrey P. Moonan
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the May 22, 1997
--------------------- Board of Directors,
Constantine S. Macricostas Chief Executive
Officer and Director
(Principal Executive
Officer)
*
---------------------- President and May 22, 1997
Michael J. Yomazzo Director
*
------------------ Vice May 22, 1997
Robert J. Bollo President/Finance
Chief Financial
Officer
(Principal Financial
and Accounting
Officer)
*
------------------- Director May 22, 1997
Walter M. Fiederowicz
*
---------------------- Director May 22, 1997
Joseph A. Fiorita, Jr.
*
----------------------- Director May 22, 1997
Yukio Tagawa
*By: /s/ Jeffrey P. Moonan May 22, 1997
--------------------
Jeffrey P. Moonan
as Attorney-In-Fact
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- ---------------------------------
5.1 - Opinion of Reid & Priest LLP*
23.1 - Consent of Deloitte & Touche LLP*
23.2 - Consent of Reid & Priest LLP (Included in Exhibit 5.1)*
24.1 - Power of Attorney (incorporated by reference to Exhibit 24.1
to the Company's Registration Statement on Form S-3 (File
No. 333-26009)).
-------------------------------
* Filed herewith
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
TELEPHONE 212- 603-2000
FAX 212 603-2001
(212) 603-2000
New York, New York
May 22, 1997
Photronics, Inc.
1061 East Indiantown Road, Suite 318
Jupiter, Florida 33473
Re: Photronics, Inc.
Registration Statement on Form S-3
----------------------------------
Dear Sirs:
We have acted as counsel for Photronics, Inc., a
Connecticut corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-3
(File No. 333-26009) (the "Initial Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), and a second
Registration Statement to be filed pursuant to Rule 462(b)
promulgated under the Act (the "Rule 462(b) Registration
Statement" and, together with the Initial Registration Statement,
the "Registration Statements"), relating to the proposed offer
and sale of (i) the Company's Convertible Subordinated Notes due
2004 in the aggregate principal amount of $103,500,000 (the
"Notes"), which amount includes $13,500,000 principal amount of
Notes that may be issued pursuant to an over-allotment option
granted to the underwriters, (ii) and such indeterminate number
of shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), issuable upon conversion of the Notes (the
"Conversion Shares").
The Notes will be issued under the Indenture (the
"Indenture") between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), substantially in the form filed as
Exhibit 4.1 to the Initial Registration Statement. The
Conversion Shares will be issuable upon conversion of the Notes.
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of
Incorporation and By-laws of the Company, each as amended, and
the Indenture and the underwriting agreement (the "Underwriting
Agreement") among the Company and the underwriters in the form
filed as Exhibit 1.1 to the Initial Registration Statement and
such other documents, corporate records, certificates of public
officials and instruments as we have considered necessary or
advisable for the purpose of this opinion. We have assumed the
authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted
to us as copies. We have not independently verified such
information and assumptions.
We are not members of the Bar of any jurisdiction other
than the State of New York, and we express no opinion as to the
law of any jurisdiction other than the laws of the State of New
York. Insofar as our opinion concerns Connecticut law, we have
relied upon the opinion of Pepe & Hazard LLP, which is attached
hereto, and our opinion is subject to such qualifications and
assumptions set forth in such opinion, which are incorporated
herein.
Subject to the foregoing, and based on such examination
and review, we are of the opinion that:
1. The Company is a corporation incorporated and
existing in good standing under the laws of the State of
Connecticut.
2. The Notes, having been duly authorized by the
Company, and when executed by the Company and authenticated by
the Trustee in accordance with the terms of the Indenture, and
issued in accordance with the terms of the Indenture and the
Underwriting Agreement, will be validly issued and will
constitute valid and binding obligations of the Company.
3. The Conversion Shares issuable upon conversion of
the Notes have been duly authorized and reserved for issuance,
and, when issued in accordance with the terms and provisions of
the Notes and of the Indenture, will be validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Rule 462(b) Registration Statement and to the
reference to us contained under the heading "Legal Matters" in
the Prospectus which forms part of the Initial Registration
Statement and is incorporated by reference into the Rule 462(b)
Registration Statement. In giving the foregoing consent, we do
not thereby admit that we belong to the category of persons whose
consent is required under Section 7 of the Act, or the rules and
regulations promulgated by the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Reid & Priest LLP
PEPE & HAZARD LLP
Goodwin Square
Hartford, Connecticut 06103-4302
Telephone 860 522-5175
Fax 860 522-2796
May 22, 1997
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
RE: PUBLIC OFFERING OF CONVERTIBLE NOTES
AGGREGATING $103,500,000 BY PHOTRONICS, INC.
-------------------------------------------
Gentlemen:
We have acted as special Connecticut counsel to
Photronics, Inc., a Connecticut corporation (the "Company") in
connection with the Company's public offering (the "Offer") of
convertible subordinated notes due 2004 in the aggregate
principal amount of $103,500,000 (the "Notes"), including
$13,500,000 aggregate principal amount of Notes that are the
subject of an over-allotment option granted to the several
underwriters (the "Underwriters"), and shares of the Company's
common stock $.01 par value per share (the "Common Stock"),
issuable upon conversion of the Notes (the "Conversion Shares").
The Offer is to be made pursuant to the terms contained in the
Prospectus (the "Prospectus") and in the Registration Statement
on Form S-3 (File No. 333-26009) (the "Initial Registration
Statement") which was filed under the Securities Act of 1933, as
amended (the "Act"), of which the Prospectus forms a part, and a
second Registration Statement to be filed pursuant to Rule 462(b)
promulgated under the Act (the "Rule 462(b) Registration Statement"
and, together with the Initial Registration Statement, the
"Registration Statements"). The Notes will be issued under
an indenture (the "Indenture") between the Company and the Chase
Manhattan Bank, as trustee (the "Trustee"), substantially in
the form filed as Exhibit 4.1 to the Initial Registration
Statement. The Notes and the shares of Common Stock into
which they are convertible are referred to herein as the
"Securities."
In preparing this opinion we have examined originals
or copies, certified or otherwise identified to our satisfaction,
of such of the Company's corporate records, and other instruments
as we have deemed necessary or appropriate for the purposes of
rendering this opinion, including: (a) the Company's Certificate
of Incorporation (the "Certificate") and all amendments to the
Certificate; (b) the Company's by-laws, as amended; (c) the minutes
of meetings or written consents of the Company's Board of Directors
(the "Board"), including the minutes of the Board meeting held on
January 13, 1997 and the resolutions adopted therein; (d) the draft
underwriting agreement among the Company, Goldman, Sachs & Co.,
Robertson, Stephens & Company, and Smith Barney Inc. in the
form filed as Exhibit 1.1 to the Initial Registration Statement
(the "Underwriting Agreement"); (e) the Registration Statements;
(f) the Indenture; (g) the Form of Securities contained in the
Indenture; and (h) certain certificates and other communications
received from the Company's Secretary. The Underwriting Agreement,
the Indenture, the Prospectus, the Registration Statements and
the Form of Securities are hereinafter referred to as the
"Offering Documents"). Terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the
Offering Documents.
In connection with this opinion, we have relied upon
originals or copies, certified or otherwise identified to our
satisfaction, of such documents, certificates of public
officials, corporate records and instruments as were provided to
us. As to any question of fact material to our opinion, we have
relied without independent verification upon the representations
of the Company made in the Offering Documents, and to the extent
such factual matters are stated herein, such statements are not
our professional opinion but merely a recitation of such factual
matters derived from the above described sources. In preparing
this opinion we have assumed the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals, the validity of all applicable statutes, ordinances,
rules and regulations, and the proper indexing and accuracy of
all public records and documents. In addition, in making our
examination of documents executed by parties other than the
Company, we have assumed that such other parties have the power
to enter into and perform all obligations thereunder and have
also assumed the due authorization by all requisite action and
due execution and delivery by such other parties of such
documents and the validity and binding effect thereof with
respect to such parties. We have also assumed that the Notes
will each be issued for the consideration duly approved by
the Company's Pricing Committee.
We are members of the Bar of the State of Connecticut
and we express no opinion as to the laws of any jurisdiction
other than the laws of the State of Connecticut as applied by
courts located in Connecticut. No opinion is given herein as to
the choice of law or internal substantive rules which any
tribunal may apply to the transactions referred to herein. This
opinion is a confidential communication to you in connection with
the Offering and may not, without our written consent, be relied
upon or furnished to any other person, except as provided herein.
We understand that all of the foregoing assumptions,
limitations and qualifications are acceptable to you.
Based upon, and subject to, the foregoing and the
further assumptions and qualifications discussed below, it is our
opinion that:
1. The Company is a corporation duly incorporated
under the laws of the State of Connecticut, and, based solely on
the Certificate of Existence issued by the Secretary of the State
of Connecticut on May 12, 1997, is validly existing and in good
standing under the laws of the State of Connecticut.
2. The execution and delivery of the Indenture and
the Underwriting Agreement and the execution, delivery and
issuance of the Notes have been duly authorized by the Company.
The Company has the corporate power and authority to enter into
and consummate the transactions contemplated by the Indenture and
the Underwriting Agreement and to issue the Notes.
3. The Conversion Shares issuable upon conversion of
the Notes have been duly and validly authorized and reserved for
issuance, and, when issued and delivered upon conversion of one
or more of the Notes, in accordance with the terms and provisions
of the Notes and the Indenture, will be duly and validly issued,
fully paid and non-assessable shares of the Common Stock of the
Company.
This opinion speaks only as the date hereof, and we
disclaim any obligation to advise you of any change in this
opinion after the date hereof. Any change in the applicable
laws, rules or regulations or in the information or assumptions
on which we rely, or any inaccuracy of such information or
assumptions could affect the validity of this opinion. We
express no opinion herein as to any matters other than the
matters expressly set forth herein. We understand that you will
be relying upon this opinion to enable you to opine with respect
to the validity of the Securities included in the Offer, and that
your opinion will be included as an exhibit to the Rule 462(b)
Registration Statement, and that this opinion will be referred
to therein and annexed as an exhibit thereto. We hereby
consent to such reliance.
Very truly yours,
PEPE & HAZARD LLP
/s/ James C. Schulwolf
---------------------------
James C. Schulwolf, Partner
Exhibit 23.1
Independent Auditors' Consent
We consent to the use in this Registration Statement on
Form S-3 filed pursuant to Rule 462(b) of our report dated
December 9, 1996 (which report expresses an unqualified opinion
and incudes an explanatory paragraph relating to the 1994 change
in accounting for investments and income taxes) included in the
Annual Report on Form 10-K of Photronics, Inc. for the year ended
October 31, 1996 appearing in and incorporated by reference in
Photronics, Inc.'s Registration Statement on Form S-3 (No. 333-
26009). We also consent to the reference to us under the headings
"Selected Consolidated Financial Data" and "Experts" in the
Registration Statement on Form S-3 (No. 333-26009).
/s/ Deloitte & Touche LLP
Hartford, Connecticut
May 22, 1997