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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
only (as permitted by Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] 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:
______________________________________________________________
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(561) 745-1222
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 23, 1999
------------
TO THE SHAREHOLDERS OF PHOTRONICS, INC.
Notice is hereby given that the Annual Meeting of Shareholders of
Photronics, Inc. will be held at the San Francisco Marriott, 55 4th Street,
San Francisco, California, 94103 on March 23, 1999, at 10:00 a.m. local time,
for the following purposes:
1) To elect four (4) members of the Board of Directors, each to serve until
the next Annual Meeting;
2) To ratify the appointment of Deloitte & Touche LLP as the independant
certified public accountants of the Company for the 1999 fiscal year
end; and
3) To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 9, 1999 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
February 12, 1999
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(561) 745-1222
- -------------------------------------------------------------------------
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on March 23, 1999
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 the
Annual Meeting of Shareholders to be held on March 23, 1999, at 10:00
a.m. local time at the San Francisco Marriott, 55 4th Street, San
Francisco, California 94103 or any adjournments thereof (the "Annual
Meeting"). At the Annual 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
election as directors of the Company of those persons named as manage-
ment's nominees; in favor of the selection of Deloitte & Touche LLP as
independent certified public accountants of the Company for the 1999
fiscal year; and in accordance with their best judgment on any other
matters which may come before the meeting. The Board of Directors does
not know of any business to be brought before the Annual Meeting other
than as indicated in the notice.
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 February
9, 1999 are entitled to notice of and to vote at the Annual Meeting. As
of February 9, 1999, there were 24,031,204 shares of Common Stock issued
and outstanding, each of which is entitled to one vote. Unless otherwise
noted in this proxy statement, all matters to come before the meeting
that are listed in the Notice of Meeting require, to be adopted, the
affirmative vote of a majority of those shares, present in person or by
proxy and voting at the Annual Meeting, assuming that a quorum is
present. 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 February 16, 1999.
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 December 31, 1998, by (i) beneficial owners
of more than five percent of the Company's Common Stock, (ii) each
director, (iii) each nominee for director, (iv) each executive officer
named in the summary compensation table set forth below, and (v) 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 47,500 (2) *
1061 East Indiantown Road
Jupiter, FL 33477
Walter M. Fiederowicz 54,830 (2) (3) *
39 Painter Hill Road
Woodbury, CT 06798
Joseph A. Fiorita, Jr. 42,900 (2) (4) *
146 Deer Hill Avenue
Danbury, CT 06810
Yukio Tagawa 2,430,000 (6) 10.1
Toppan Printing Co., Ltd.
1, Kanda Izumi-cho
Chiyoda-ku
Tokyo, Japan 101
Brian John Hambidge 750 *
1061 East Indiantown Road
Jupiter, FL 33477
Constantine S. Macricostas 2,967,492 (2) (5) 12.3
1061 East Indiantown Road
Jupiter, FL 33477
Macricostas Partners, L.P. 2,280,000 9.5
1122 Bel Air
Allen, Texas 75013
Jeffrey P. Moonan 137,500 (2) *
1061 East Indiantown Road
Jupiter, FL 33477
Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership(1) of Class
Toppan Printing Co., Ltd. 2,430,000 10.1
1, Kanda Izumi-cho
Chiyoda-ku
Tokyo, Japan 101
Michael J. Yomazzo 420,218 (2) (7) 1.7
1061 East Indiantown Road
Jupiter, FL 33477
Directors and Executive 6,101,190 (8) 24.9
Officers as a group
(8 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 March 1, 1999 as follows: Mr. Bollo (47,500); Mr. Fiederowicz
(36,200); Mr. Fiorita (29,000); Mr. Macricostas (50,000); Mr. Yomazzo
(202,800); and Mr. Moonan (115,000). Also includes shares subject to
forfeiture under restricted stock award grants as follows: Mr.
Fiederowicz (4,000) and Mr. Fiorita (4,000).
(3) Includes 12,050 shares owned by the wife of Mr. Fiederowicz and 800
shares owned by his child, as to which shares he disclaims beneficial
ownership.
(4) Includes 300 shares owned by the wife of Mr. Fiorita, as to which shares
he disclaims beneficial ownership.
(5) Includes 34,000 shares held by the wife of Mr. Macricostas as to which
shares he disclaims beneficial ownership. Also includes 2,280,000 shares
owned by Macricostas Partners, L.P., of which Mr. Macricostas is a
limited partner and 50,618 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.
(6) Includes 2,430,000 shares owned by Toppan Printing Co., Ltd. of which
Mr. Tagawa is a director, as to which shares Mr. Tagawa disclaims
ownership.
(7) Also includes 46,000 shares held by the wife of Mr. Yomazzo as to which
shares he disclaims beneficial ownership. Also includes 86,000 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.
(8) Includes the shares listed in notes (2), (3), (4), (5), (6), and (7)
above.
ELECTION OF DIRECTORS
A board of four directors is to be elected at the Annual Meeting.
The names of, and certain information with respect to, the nominees for
election as directors, to serve until the 2000 Annual Meeting of
Shareholders and until their successors are elected and qualified, are
set forth below and were furnished to the Company by the nominees.
If, for any reason, any of the nominees shall become unavailable
for election, the individuals named in the enclosed proxy may exercise
their discretion to vote for any substitutes chosen by the Board of
Directors, unless the Board of Directors should decide to reduce the
number of directors to be elected at the Annual Meeting. The Company has
no reason to believe that any nominee will be unable to serve as a
director. There are no family relationships between any directors or
executive officers of the Company.
Nominees to be elected by the shareholders:
Director
Name and Age Since Position with the Company
Walter M. Fiederowicz(1)......... 1984 Director
(52 years)
Joseph A. Fiorita, Jr.(1)........ 1987 Director
(54 years)
Constantine S. Macricostas....... 1974 Chairman of the Board
(63 years)
Michael J. Yomazzo............... 1977 Vice Chairman of the Board
(56 years)
- --------------
(1) Member of the Audit Committee and the Compensation Committee.
- --------------
For the past five years, the principal occupation of each nominee
has been substantially as set forth in the above table, except as
follows:
Since August 1997, Walter M. Fiederowicz has been a private
investor and consultant. From April 1997 until August 1997, he served
as the President and Chief Executive Officer of WorldCorp., Inc., a
holding company owning shares of common stock of World Airways, Inc. (a
provider of long-range passenger and cargo air transportation services to
major airlines) and of InteliData Technologies Corporation (a provider
of caller identification based telecommunications devices, smart
telephones and on-line electronics information services). Mr.
Fiederowicz served as chairman of Colonial Data Technologies Corp., (a
distributor of telecommunications equipment which subsequently merged
into InteliData Technologies Corporation) from August 1994 to March 1996.
From January 1991 until July 1994, he held various positions, including
executive vice president and chairman and served as director of Conning
and Company (the parent company of an investment firm). Mr. Fiederowicz
serves as Chairman of the Board of CDT Corp., (a provider of repair and
support services to the telecommunications industry). He also serves as
Chairman of the Board of Meacock Capital, PLC, (an investment vehicle for
the Lloyd's insurance market). Mr. Fiederowicz serves as a director of
First Albany Companies, Inc. (the parent of a broker-dealer) and
Compensation Value Alliance, Inc. (a provider of workers' compensation-
related services).
Joseph A. Fiorita is a partner in Fiorita, Kornhaas and
Van Houten,P.C., the independent certified public accountants for the
Company from May 1973 through October 1984.
Constantine S. Macricostas, in addition to his current position,
served as Chief Executive Officer from 1974 until August 1997. Mr.
Macricostas also serves as a director of Nutmeg Federal Savings and Loan
Association and the DII Group, Inc. (a provider of integrated electronic
manufacturing products and services).
Michael J. Yomazzo has served as Vice Chairman since January 1999.
Mr. Yomazzo served as Chief Executive Officer from August 1997 until
January 1999 and as President from January 1994 until January 1999. From
November 1990 until January 1994, he served as Executive Vice President
and from July 1989 until November 1990, he served as Senior Vice
President - Finance and Planning.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met four times during the 1998 fiscal year.
During fiscal 1998, each director other than Mr. Tagawa, attended at
least 75% of the total number of meetings of the Board of Directors and
of all committees of the Board on which such director served.
The Company has an Audit Committee and a Compensation Committee.
The Audit Committee's functions include recommending to the Board of
Directors the engagement of the Company's independent certified public
accountants, reviewing with such accountants the plan for and results of
their auditing engagement and the independence of such accountants. The
Audit Committee held four meetings during the 1998 fiscal year. The
Compensation Committee's functions include establishing compensation for
the executive officers of the Company and administration of the Company's
stock plans. The Compensation Committee held six meetings during the
1998 fiscal year. The Company does not have a nominating committee.
EXECUTIVE COMPENSATION
The following tables set forth certain compensation paid by the
Company for services rendered during each of the three fiscal years
during the period ended November 1, 1998 for each of the individuals who
served as an executive officer of the Company during fiscal 1998.
Summary Compensation Table
- ----------------------------------------------------------------------------
Annual Long-Term
Compensation Compensation All
Other
Awards Comp-
ensa-
Restricted Stock tion
Name/Principal Position Year Salary Bonus Stock Options ($)
($) ($) ($) (#) (1)
- ----------------------------------------------------------------------------
Constantine S. Macricostas 1998 295,000 5,673 0 5,000 79,992
Chief Executive Officer 1997 329,250 354,250 0 0 79,750
and Director(2) 1996 322,249 322,249 0 100,000 79,750
Michael J. Yomazzo 1998 325,000 31,250 0 165,000 60,042
President, Chief Executive 1997 277,290 302,290 0 0 60,196
Officer, Chief Operating 1996 251,836 251,836 0 70,000 59,262
Officer and Director (2)
Brian John Hambidge 1998 244,684 4,777 0 7,500 2,863
Executive Vice President
Worldwide Operations (3)
Jeffrey P. Moonan 1998 176,283 23,393 0 25,000 26,035
Senior Vice President, 1997 169,628 189,628 0 0 25,890
General Counsel and 1996 161,550 161,550 0 35,000 25,731
Secretary
Robert J. Bollo 1998 150,480 22,896 0 3,010
Vice President/Finance 1997 133,421 126,673 0 0 2,663
and Chief Financial 1996 125,954 50,000 0 35,000 2,519
Officer (3)
- ----------------------------------------------------------------------------
(1) Represents premiums paid on life insurance policies owned by the
individual or their designee as to which the Company shall be entitled to be
repaid unless the respective individual satisfies certain length of service
requirements. The amount of premiums is as follows: Mr. Macricostas
($75,000); Mr. Yomazzo ($55,000); and Mr. Moonan ($22,500). Also
represents matching contributions by the Company pursuant to the Company's
Savings and Profit Sharing (401-k) Plan.
(2) Mr. Macricostas served as Chief Executive Officer until August 15,
1997 and Mr. Yomazzo served as Chief Executive Officer from August 15, 1997
until January 1999.
(3) Mr. Hambidge served as Executive Vice President-Worldwide Operations
since April 1998 and amounts paid to Mr. Hambidge prior to fiscal 1998 are
not reported in the above table.
The Company has agreed that if the employment of Messrs. Macricostas
or Moonan is terminated under certain conditions, such officer will be
entitled to continued salary and benefits for one year. In addition, the
Company has entered into agreements providing that each of Messrs.
Macricostas and Yomazzo will serve as a consultant to the Company upon
their respective retirements for a period of up to three (3) years for a
consulting fee of up to $175,000 per year. Messrs. Macricostas and
Yomazzo are also entitled to continued benefits until age 65.
The Company maintains stock option plans which allow for the grant
of stock options and restricted stock awards to directors and executive
officers of the Company as well as other employees of the Company. The
Company's stock option plans do not provide for the issuance of stock
appreciation rights ("SAR'S"). The following tables set forth
information with respect to option grants to executive officers named in
the summary compensation table and with respect to option exercises and
the value of options granted to such executive officers of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
- -------------------------------------------------------------------------
Potential Realizable
Value at Assumed Annual
Individual Grants Rates of Stock Price
Appreciation for Option
Term (a)
- --------------------------------------------------------------------------
Name # of Securi- % of Total Exercise Expira- 5 % /
ties Under- Option or Base tion 10%
lying Granted Price Date
Options to Employ- $/Share
Granted ees in
Fiscal
Year
- ----------------------------------------------------------------------------
Constantine 5,000 0.6 11.00 10/9/08 34,590/
Macricostas 87,656
Michael J. 5,000 0.6 11.00 10/9/08 34,590/
Yomazzo 87,656
160,000 19.5 21.50 12/11/07 2,163,398/
5,482,474
Brian John 7,500 0.9 11.00 10/9/08 51,884/
Hambidge 131,484
------------------------------------------------------------------------
Jeffrey P. 25,000 3.0 11.00 10/9/08 172,946/
Moonan 438,279
------------------------------------------------------------------------
Robert J. 0 N/A N/A N/A N/A
Bollo
------------------------------------------------------------------------
All N/A N/A N/A N/A 167,143,121/
Stockholders 422,871,855
(b)
------------------------------------------------------------------------
The option exercise price was equal to the market price of a share of
common stock on the date of grant and all options except a portion of
the December 1997 grant to Mr. Yomazzo, vest ratable in installments
over a period of four (4) years. That portion of the December 1997
grant to Mr. Yomazzo which does not vest ratably over a four year
period vests based on the achievment of certain stock price targets.
_______________
(a) No gain to the optionees is possible without appreciation in the
stock price which will benefit all shareholders commensuratley.
The dollar amounts under these columns are the result of calculations
at the 5% and 10% assumption rates set by the SEC and, therefore, are
not intended to forecast possible future appreciation of the Company's
stock price or to establish any present value of the options.
(b) Based on 24,164,106 shares outstanding, the approximate number of
shares outstanding on November 1, 1998.
The following table sets forth information with respect to option
exercise and the value of options held by such executive officers.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
- -------------------------------------------------------------------------
Number of Value of
Securities Unexercised
Underlying in-the-money
Unexercised Options at
Shares Options at Fiscal Year End
Acquired Fiscal Year End ($)
on Value
Exercise Realized Exerciseable / Exerciseable /
Name (#) ($) Unexerciseable Unexerciseable
------------------------------------------------------------------------
Constantine
Macricostas 150,000 962,400 50,000/55,000 427,800/478,080
Michael J. -0- -0- 187,800/160,000 2,302,726/349,740
Yomazzo
Brian John
Hambidge -0- -0- 7,500/30,000 46,358/214,493
Jeffrey P.
Moonan -0- -0- 115,000/42,500 1,887,015/401,730
Robert J.
Bollo -0- -0- 47,500/17,500 558,900/149,730
- -------------------------------------------------------------------------
DIRECTORS' COMPENSATION
A fee of $1,350 for each directors' meeting attended is payable
to directors who are not also employees of the Company. Members of the
Compensation and Audit Committee are also granted restricted stock
awards of 1,000 shares per year for their service on each of such
committees.
During fiscal 1998, the Company retained Joseph Fiorita as a
consultant to perform certain accounting and tax services. Fees paid
to Mr. Fiorita in this capacity aggregated $36,000.
CERTAIN TRANSACTIONS
The Company continues to lease a building at one of its
manufacturing facilities and a contiguous parcel of land from entities
controlled by Constantine S. Macricostas. The rent paid to these
entities for the fiscal year ended November 1, 1998 was $134,453.
Financing for construction of such leased building and
certain equipment was provided through the sale of industrial development bonds
issued by the Connecticut Development Authority (the "CDA"). As
lessee, the Company was obligated to serve as guarantor of certain of
the bonds issued by the CDA. As of November 1, 1998 there were
outstanding a total of approximately $380,000 of industrial development
bonds for which the Company serves as guarantor.
The Company also purchased a parcel of land contiguous to its
Connecticut facilities from Constantine S. Macricostas for the
construction of additional facilities. The purchase price of $150,000
was approved by a committee of the Board of Directors.
The Company believes that the terms of the transaction described
above with affiliated persons were no less favorable to the Company
than the Company could have obtained from non-affiliated parties.
The Company and Toppan have engaged in numerous ongoing commercial
transactions for the purchase and sale of raw materials and finished
goods at prices based upon competitive market prices. The total amount
of sales by the Company to or from Toppan aggregated approximately
$19,700,000 during fiscal 1998. In addition, the Company agree to
purchase one million shares of Company common stock owned by Toppan at
prices which ranged from $13.50 to $13.90 per share. Of these shares,
750,000 were purchased during September and December 1998 and the
balance are to be purchased during March 1999. The Company believes
these transactions are negotiated as arm's-length transactions and were
no less favorable to the Company than the Company could have obtained
from non-affiliated parties. The Company and Toppan also entered into
an agreement whereby the companies share certain technology.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was
established during fiscal 1992 and is responsible for the establishment
of executive compensation and administration of the Company's stock
plans.
The Committee's philosophy is that executive compensation must be
competitive with other comparable employers to insure that qualified
employees can be attracted and retained and that the Company's
compensation practices should provide incentives and rewards for
achieving or exceeding company goals and for creating a return to the
Company's shareholders. The Committee uses three components to achieve
these goals: base salary, bonuses and stock based awards.
The Committee evaluates and establishes base salary levels in
light of economic conditions and comparisons to other similarly
situated companies. Bonuses, if any, are dependent upon a subjective
evaluation of the Company's performance and achievement of its
financial and other goals during the relevant period. Stock options
and restricted stock awards, which the Compensation Committee believes
provide a strong link between executive compensation and shareholder
return, are used to provide long-term incentives which are based on
shareholder return.
While Section 162(m) of the Internal Revenue Code limits the
deductibility of certain compensation (in excess of $1,000,000 per
year) paid by the Company to named executive officers unless certain
formal requirements are satisfied, the Committee believes that its
ability to subjectively evaluate executive officer performance is an
important part of its function and its ability to provide incentives.
Additionally, compensation to the named executive officers has
historically not exceeded deductibility limits under this Section.
Accordingly, the Committee has not required that all compensation
programs comply with such Section although the Committee considers
compliance with such Section in establishing individual compensation
components.
In establishing compensation levels for the executive officers
of the Company, the Committee in 1992 considered compensation at
companies in the electronics industries with similar levels of sales
and capital. The companies considered were not necessarily the same
as those included in the performance chart below due to the difference
in the size of the companies considered. The Committee adjusted
executive compensation in connection with this review. Generally, the
Committee believes that its expectation of performance from the Company
and its executive officers should allow executive compensation to fall
within the median to 75th percentile of compensation at this comparison
group. Since 1992, salary adjustments for the executive officers have
been in accordance with the salary adjustment budgets for the Company's
other employees. The Committee believes that its three-part approach
provides reasonable compensation to the executive which is aligned with
the Company's needs and results and balances both short and long-term
goals.
Mr. Yomazzo's compensation for 1998 was determined based on
this analysis. Mr. Yomazzo's base salary was not adjusted in 1998, as
it had been established in late fiscal 1997. The Committee also
approved the payment of a bonus to Mr. Yomazzo based on its subjective
evaluation of his efforts during fiscal 1998 and of the Company's
performance during the year. The primary factor in this determination
was the Company's financial performance.
The grant of stock options in December 1997 to Mr. Yomazzo was
intended to reflect his elevation to Chief Executive Officer, and the
grant in October 1998 was intended to reflect his service on the Board
of Directors.
The compensation for the other executive officers was
determined based on the same factors used to determine Mr. Yomazzo's
compensation.
Respectfully submitted,
Joseph A. Fiorita, Jr.
Walter M. Fiederowicz
PERFORMANCE GRAPH
The following graph compares the yearly percentage change at
October 31(*) of the indicated year in the Company's cumulative total
shareholder return on its common stock with the cumulative total
shareholder return on (i) securities traded on the NASDAQ market, and
(ii) publicly traded securities of companies which have indicated that
their business falls within Standard Industrial Classification (SIC)
Code 367 (Electronic Components and Accessories). Although the Company
believes this graph reflects favorably on the Company, it does not
believe that the comparison is necessarily useful in determining the
quality of the Company's performance or in establishing executive
compensation.
Comparison of Five-Year Cumulative Total Return Among
Photronics, Inc., NASDAQ Over-the-Counter Securities
and Publicly Traded Companies with SIC Code 367
-------------------------------------------------------------------
500 @
@
400-------------------------------------------------------------------
@ # #
300------------------------------------------------------------------
@
#
#
*
200------------------------------------------------------------------
@ *
*
# *
*
100-------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
@ Photronics, Inc. 100.00 196.36 322.14 294.84 468.19 476.38
* NASDAQ Stock Market 100.00 106.32 126.11 148.10 194.09 219.46
(US) Index
# Publicly Traded Compan- 100.00 119.98 223.82 241.08 340.16 337.54
ies with SIC Code 367
- -------
* Commencing in fiscal 1997, the Company's formal fiscal year end is
determined in accordance with a 52-week fiscal year. However, for
consistency in reporting periods, a nominal year end of October 31 has been
used in the presentation.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders at the Annual Meeting,
the Board of Directors has appointed Deloitte & Touche LLP to serve as the
independent certified public accountants for the Company for its 1999 fiscal
year end. Deloitte & Touche LLP has served as the Company's independent
certified public accountants since July 1991. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting, will have the
opportunity to make a statement, if they desire to do so, and will be
available to respond to appropriate questions.
The affirmative vote of the majority of the votes cast by the
holders of the Company's Common Stock on this proposal shall constitute
ratification of the appointment of Deloitte & Touche LLP.
If the shareholders by the affirmative vote of a majority of
the Common Stock represented at the Annual Meeting do not ratify the
appointment of Deloitte & Touche LLP, the selection of independent
certified public accountants will be reconsidered by the Board of
Directors.
The Board of Directors recommends a vote FOR this proposal.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
knows of no matters which will be presented for consideration at the
Annual Meeting other than the proposals set forth in this Proxy
Statement. If any other matters properly come before the Annual
Meeting, it is intended that the persons named in the proxy will act
in respect thereof in accordance with their best judgment.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors and persons who own more
than ten percent of a registered class of the Company's equity
securities to file an initial report of ownership on Form 3 and changes
in ownership on Form 4 or 5 with the Securities and Exchange Commission
(the "SEC"). Executive officers, directors and greater than ten
percent shareholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms they file. Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes
that during the last fiscal year, all filing requirements applicable
to its officers, directors and ten percent shareholders were satisfied.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company no later than
October 15, 1999 and must meet certain eligibility requirements of the
Securities and Exchange Commission. In addition, for shareholder
proposals to be presented at the 2000 Annual Meeting of Shareholders
without inclusion in the Company's proxy statement, notice of such
proposal must be received by the Company no later than January 3, 2000
to prevent the Company from being able to exercise its discretionary
voting authority with respect to that proposal. 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
February 12, 1999
P R O X Y
___________
Photronics, Inc.
1999 Annual Meeting of Shareholders
March 23, 1999
___________________________________________________
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 1999 Annual Meeting of Shareholders of
Photronics, Inc. to be held at 10:00 a.m. on March 23, 1999 at the San
Francisco Marriott, 55 4th Street, San Francisco, California 94103, 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 elect the following four (4) directors:
Walter M. Fiederowicz Constantine S. Macricostas
Joseph A. Fiorita, Jr. Michael J. Yomazzo
____ FOR all nominees listed above (except as marked to the
contrary below).
____ Withhold authority to vote for all nominees listed above.
INSTRUCTION: To withhold authority to vote for any
individual nominee, print that nominee's name below:
_____________________________________________________________________________
2) To ratify the appointment of Deloitte & Touche LLP as the
independent certified public accountants of the Company for the
1999 fiscal year.
_____ FOR _____ AGAINST _____ ABSTAIN
3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
(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
Items 1 and 2, as directed by the shareholder, but if no direction is
indicated, will be voted FOR each thereof. The management recommends a vote
FOR each of the proposals.
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.