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As filed with the Securities and Exchange Commission on July 21, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 No.)
1061 East Indiantown Road
Jupiter, Florida 33477
(Address of Principal Executive Offices) (Zip Code)
PHOTRONICS, INC.
2000 STOCK PLAN
ALIGN-RITE INTERNATIONAL, INC.
STOCK OPTION PLAN
ALIGN-RITE INTERNATIONAL LIMITED
EMPLOYEE SHARE OPTION SCHEME
(Full titles of plans)
JEFFREY P. MOONAN, ESQ.
Senior Vice President, General Counsel
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(Name and address of agent for service)
(561) 745-1222
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Amount
Title of Amount Maximum Aggregate of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
- ---------------------------------------------------------------------------
Common Stock, 1,000,000 $26.97 (1) $26,970,000 $ 7,120.08
Par Value shares
$.01 (2)
Common Stock, 379,867 $ 8.20 (3) $ 3,114,909 $ 822.34
Par Value shares
$.01 (2)
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 (c) and (h)
under the Securities Act of 1933, as amended (the
"Securities Act"). The Proposed Maximum Offering Price is
based on the average of the high and low sale prices of the
Common Stock of the Registrant as reported on the NASD
National Market on July 19, 2000.
(2) This Registration Statement covers an indeterminate number
of additional shares, which may become subject to options
as a result of the adjustment provisions of the plan and
agreements. The registration fee is calculated only on the
stated number of shares.
(3) The proposed maximum offering price per share of $8.20 is the
average exercise price of outstanding options to purchase
379,867 shares granted to employees of Align-Rite
International, Inc., which options were converted into
options to purchase shares of the Registrant's common
stock in connection with the Registrant's merger
acquisition of Align-Rite International, Inc.
EXPLANATORY NOTE
This Registration Statement is to register shares of the
common stock of Photronics, Inc. to be issued and sold pursuant to
the above named employee stock plans. Such plans include those of
Align-Rite International, Inc. ("Align-Rite"), which Photronics,
Inc. acquired in a merger transaction effective June 7, 2000.
Pursuant to such merger, all outstanding options to purchase shares
of the common stock of Align-Rite were converted into options to purchase
shares of the common stock of Photronics, Inc., with appropriate adjustment
to the number of shares and the exercise price of each assumed option.
Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each plan participant
is not being filed with the Securities and Exchange Commission.
Part II contains information required in the Registration Statement
pursuant to Part II of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information filed by Photronics, Inc. (the
"Registrant" or "Photronics") with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
1. The description of the Registrant's common stock included
in its Registration Statement on Form 8-A, dated March 31,
1987;
2. Annual Report on Form 10-K for the fiscal year ended
October 31, 1999, as amended;
3. Quarterly Report on Form 10-Q, for the fiscal quarter
ended January 30, 2000;
4. Quarterly Report on Form 10-Q, for the fiscal quarter
ended April 30, 2000;
5. Current Report on Form 8-K, dated November 4, 1999;
6. Current Report on Form 8-K, dated November 29, 1999;
7. Current Report on Form 8-K, dated January 14, 2000;
8. Current Report on Form 8-K, dated February 22, 2000;
9. Current Report on Form 8-K, dated March 15, 2000;
10. Current Report on Form 8-K, dated March 28, 2000;
11. Current Report on Form 8-K, dated May 19, 2000;
12. Current Report on Form 8-K, dated May 31, 2000;
13. Current Report on Form 8-K, dated June 21, 2000;
14. Current Report on Form 8-K/A dated June 30, 2000.
In addition to these reports filed by Photronics, Photronics also
hereby incorporates by reference into this Registration Statement, the
consolidated financial statements for Align-Rite and the notes thereto
contained in Item 8 of Align-Rite's Form 10-K for the fiscal year ended
March 31, 1999 filed with the Commission.
In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the
Commission. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable; the class of securities to be offered is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under applicable Connecticut law, the Registrant shall provide
for indemnification of its directors, officers, employees and
agents. Applicable Connecticut law requires the Registrant to
indemnify a director against judgements and other expenses of
litigation when he is sued by reason of his being a director in any
proceeding brought, other than on behalf of the corporation, if a
director is successful on the merits in defense, or acted in good
faith and in a manner reasonably believed to be in the best
interests of the corporation, and in all other cases that his
conduct was at least not opposed to the best interests of the
corporation, or in a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In a
proceeding brought on behalf of a corporation (a derivative
action), a director is entitled to be indemnified by the
corporation for reasonable expenses of litigation, if the director
is finally adjudged not to have breached his duty to the
corporation. In addition, a director is entitled to
indemnification for both derivative and non-derivative actions, if
a court determines, upon application, that the director is fairly
and reasonably entitled to be indemnified. Finally, the Registrant
maintains director and officer liability insurance which provides
insurance for the Registrant's directors and officers in connection
with claims brought against them in their capacity as such with the
Registrant.
Article Ninth of the Registrant's Certificate of Incorporation
limits directors' monetary liability for actions or omissions made
in good faith, which are later determined to be a breach of their
duty as directors of the Registrant. Article Ninth does not
eliminate or limit a director's liability for breaches of fiduciary
duty for actions or omissions which (i) involved a knowing and
culpable violation of law; (ii) enabled a director or an associate
(as defined in the Act) to receive an improper personal economic
gain; (iii) showed a lack of good faith and conscious disregard for
his duty as a director under circumstances where the director was
aware that his actions created an unjustifiable risk of serious
injury to the Registrant; (iv) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of
his duty; or (v) involved the improper distribution of Registrant
assets to its shareholders or an improper loan to an officer,
director or 5% shareholder. Article Ninth also does not preclude
suits for equitable relief, such as an injunction, nor would it
shield directors from liability for violations of the federal
securities laws. Moreover, Article Ninth does not limit the
liability of directors for any act or omission that occurred prior
to the date the Article became effective and does not limit the
potential liability of officer-directors in their capacity as
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are
set forth below in the Exhibits Index.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement (or the most
recent post-effective ammendment thereto); and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (i) and (ii)
shall not apply if the information required to
be included in a post-effective amendment by
those paragraphs is contained in periodic
reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling person of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant in
the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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-8 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 17th day of July, 2000.
PHOTRONICS, INC.
By /S/ CONSTANTINE S. MACRICOSTAS
--------------------------------
Constantine S. Macricostas
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Michael J. Yomazzo
and Jeffrey P. Moonan, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, without the other, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
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
- --------- ----- ----
/s/ CONSTANTINE S. MACRICOSTAS Chairman of the Board of July 17, 2000
- ------------------------------ Directors and Director
Constantine S. Macricostas
/s/ MICHAEL J. YOMAZZO Vice Chairman of the July 17, 2000
- ---------------------- Board and Director
Michael J. Yomazzo
/s/ JAMES R. NORTHUP President (Principal July 17, 2000
- -------------------- Executive Officer)
James R. Northup
Signature Title Date
- --------- ----- ----
/s/ JEFFREY P. MOONAN Executive Vice President July 17, 2000
- --------------------- Finance and Administration
Jeffrey P. Moonan (Principal Executive Officer)
/s/ ROBERT J. BOLLO Vice President/Finance and July 17, 2000
- ------------------- Chief Financial Officer
Robert J. Bollo (Principal Financial and
Accounting Officer)
/s/ WALTER M. FIEDEROWICZ Director July 17, 2000
- -------------------------
Walter M. Fiederowicz
/s/ JOSEPH A. FIORITA, Jr. Director July 17, 2000
- --------------------------
Joseph A. Fiorita, Jr.
/s/ WILLEM D. MARIS Director July 17, 2000
- -------------------
Willem D. Maris
EXHIBITS INDEX
Exhibit No. Description
- ----------- -----------
4.1 Photronics, Inc. 2000 Stock Plan was
included as Appendix A to the
definitive proxy statement
of Photronics, Inc. for its 2000
annual meeting of shareholders filed
with the Commission and is
incorporated herein by reference.
4.2 The Rules and Ancillary Documentation
for the Align-Rite International
Limited Employee Share
Option Scheme, as amended, was filed
as Exhibit 10.14 to the Registration
Statement on Form S-1 (File No. 33-
91978) of Align-Rite International,
Inc. and is incorporated herein
by reference.
4.3 Align-Rite International, Inc. Stock
Option Plan was filed as Exhibit 10.2
to the Registration Statement on Form
S-1 (File No. 33-91978) of Align-Rite
International, Inc. and is
incorporated herein by reference.
5.1 Opinion of Jeffrey P. Moonan, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers
LLP.
23.3 Consent of Jeffrey P. Moonan, Esq.
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the
Signature Page of this Registration
Statement).
EXHIBIT 5.1
July 19, 2000
Photronics, Inc.
1061 East Indiantown Road
Jupiter, FL 33477
Re: Photronics, Inc. Registration Statement on Form S-8
("Registration Statement")
Ladies and Gentlemen:
I am furnishing this opinion of counsel to Photronics, Inc.,
a Connecticut corporation (the "Company"), for filing as Exhibit
5.1 to the Registration Statement on Form S-8 (the "Registration
Statement") relating to the issuance of up to 1,379,867 shares of
the Company's common stock, par value $0.1 per share (the
"Shares"), pursuant to the following stock plans of the Company and
Align-Rite International, Inc., its wholly-owned subsidiary:
Photronics, Inc 2000 Stock Plan; Align-Rite International, Inc.
Stock Option Plan; and Align-Rite International Limited Employee
Share Option Scheme (collectively the "Plans").
For purposes of rendering this opinion, I have examined the
Plans, the Certificate of Incorporation, as amended, and Bylaws of
the Company, and the originals, or copies certified or otherwise
identified to my satisfaction, of records of corporate proceedings
of the Company, certificates of public officials and of
representatives of the Company, and such other documents and
records as I deemed necessary. In such examination I have assumed
the genuineness of all signatures, the authenticity of all
corporate records and other documents submitted to me as originals
and the conformity to original documents of documents submitted to
me as certified or photostatic copies.
Based upon my examination as aforesaid, and in reliance upon
my examination of such questions of law as I deemed relevant under
the circumstances, I am of the opinion that:
(1) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State
of Connecticut.
(2) The Shares to be issued upon the exercise of stock options
and the grant of restricted stock in accordance with the
terms of the Plans will be duly authorized and validly
issued, and will be fully paid and non-assessable when
stock options shall have been properly exercised and the
exercise price shall have been paid for the Shares in
accordance with the terms of the Plans.
I hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to the Registration Statement. In giving the foregoing
consent, I do not thereby admit that I belong to the category of
persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated
by the Securities and Exchange Commission thereunder.
Please note that I am a Senior Vice President of the Company and
beneficially own 22,834 shares of the Company's common stock and
hold options to purchase 165,000 shares of the Company's common
stock.
Very truly yours,
/s/ JEFFREY P. MOONAN
---------------------
Jeffrey P. Moonan
General Counsel
Photronics, Inc.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Photronics, Inc. on Form S-8 of our
report dated December 6, 1999, except as to Footnote 15, as to
which the date is January 10, 2000, appearing in the Annual Report
on Form 10-K of Photronics, Inc. for the year ended October, 31,
1999, and of our report dated June 19, 2000, appearing in the Form
8-K/A, Amendment No. 1 of Photronics, Inc. dated June 30, 2000,
relating to the supplementary consolidated financial statements of
Photronics, Inc.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
Deloitte & Touche LLP
Hartford, Connecticut
July 19, 2000
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Photronics Inc. of our
reports dated May 28, 1999 relating to the financial statements and
financial statement schedule, which appears in Align-Rite
International, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1999 and of our report dated May 28, 1998 relating to the
financial statements of Align-Rite International, Inc., as of March
31, 1998 and for the two years in the period then ended (not
separately presented therein), which appears in the Current Report
on Form 8-K/A Amendment No. 1 of Photronics, Inc dated June 30,
2000.
/s/PRICEWATERHOUSECOOPERS LLP
- -----------------------------
PricewaterhouseCoopers LLP
Newport Beach, CA
July 20, 2000