Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Statement No. 333-82080
PROSPECTUS SUPPLEMENT NO. 12
(To Prospectus Dated February 22, 2002)
$200,000,000
Photronics, Inc.
4 3/4% Convertible Subordinated Notes Due 2006
and
Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated February 22, 2002 relating to the
resale of up to $200,000,000 aggregate principal amount of our notes and the
shares of our common stock issuable upon conversion of the notes, by certain
holders of notes who are named as selling security holders in the prospectus.
You should read this prospectus supplement in conjunction with the prospectus.
This prospectus supplement updates information in the prospectus, and,
accordingly, to the extent inconsistent, the information in this prospectus
supplement supersedes the information contained in the prospectus.
----------
Investing in the notes involves risks. See "Risk Factors" beginning on page 7 of
the prospectus.
----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is July 10, 2002.
After giving effect to an increase in the amount of notes held by Goldman Sachs
and Company, the section of the prospectus entitled "Selling Security Holders"
reads as follows:
SELLING SECURITY HOLDERS
We originally issued the notes in a private placement in December
2001. The notes were resold by the initial purchasers of the notes to qualified
institutional buyers under Rule 144A under the Securities Act. Selling security
holders may offer and sell the notes and the underlying common stock pursuant to
this prospectus.
The following table sets forth information we have received as of July
10, 2002 about the principal amount of notes and the underlying common stock
beneficially owned by each selling security holder that may be offered using
this prospectus.
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Advent Convertible Master Cayman L.P. $ 2,935,000 1.47% 79,324 *
AIG/National Union Fire Insurance 180,000 * 4,864 *
AIM Alternative Asset Partners 15,000 * 405 *
Alpha US Sub Fund 4, LLC 415,000 * 11,216 *
Allentown City Firefighters Pension Plan 29,000 * 783 *
Allentown City Officers & Employees Pension Fund 11,000 * 297 *
Allentown City Police Pension Plan 54,000 * 1,459 *
Amaranth LLC 13,800,000 6.90 372,972 1.21%
American Motorist Insurance Company 507,000 * 13,702 *
AmSouth Bank Custodian for 2,100,000 1.05 56,756 *
2
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
AmSouth VA
Equity Income Fund
AmSouth Bank Custodian for Silect Equity 1,320,000 * 35,675 *
Variable Annuity Fund
Arapahoe County Colorado 49,000 * 1,324 *
Argent Classic Convertible Arbitrage Fund L.P. 500,000 * 13,513 *
Argent Classic Convertible Arbitrage Fund 2,000,000 1.00 54,054 *
(Bermuda) Ltd.
Argent Convertible Arbitrage Fund Ltd. 4,500,000 2.25 121,621 *
Argent LowLev Convertible Arbitrage Fund LLC 500,000 * 13,513 *
Arkansas Teachers Retirement System 3,506,000 1.75 94,756 *
Aventis Pension Master Trust (5) 105,000 * 2,837 *
Bank Austria Cayman Islands, LTD 7,400,000 3.70 199,999 *
Bankers Trust Company Trustee for
DaimlerChrysler Corp. Emp. #1 Pension Plan 3,465,000 1.73 93,648 *
dtd. 4/1/89
Baptist Health of South Florida 577,000 * 15,594 *
Black Diamond Offshore Ltd. 565,000 * 15,270 *
Boilermaker - Blacksmith Pension Trust (5) 590,000 * 15,945 *
British Virgin Islands Social Security Board 38,000 * 1,027 *
CALAMOS(R) Convertible Fund - CALAMOS(R) 2,400,000 1.20 64,864 *
Investment Trust (5)
CALAMOS(R) Convertible Growth and Income Fund 4,400,000 2.20 118,918 *
- - CALAMOS(R) Investment Trust (5)
3
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
CALAMOS(R) Convertible Portfolio - CALAMOS(R) 65,000 * 1,756 *
Advisors Trust (5)
CALAMOS(R) Convertible Technology Fund - 65,000 * 1,756 *
CALAMOS(R) Investment Trust (5)
CALAMOS(R) Global Convertible Fund - CALAMOS(R) 70,000 * 1,891 *
Investment Trust (5)
CALAMOS(R) Market Neutral Fund - CALAMOS(R) 10,500,000 5.25 283,783 *
Investment Trust (5)
Castle Convertible Fund, Inc. 1,250,000 * 33,783 *
Chrysler Corporation Master Retirement Trust 2,035,000 1.01 54,999 *
CIBC World Markets 1,000,000 * 27,027 *
City of Albany Pension Plan (5) 50,000 * 1,351 *
City of Knoxville Pension System (5) 145,000 * 3,918 *
City of New Orleans 203,000 * 5,486 *
City University of New York 122,000 * 3,297 *
Clarica Life Insurance Co.- U.S. (5) 145,000 * 3,918 *
Clinton Multistrategy Master Fund, Ltd. 4,000,000 2.00 108,108 *
Clinton Riverside Convertible Portfolio 4,000,000 2.00 108,108 *
Limited
Consulting Group Capital Markets Funds (5) 250,000 * 6,756 *
Credit Suisse First Boston Corporation 1,500,000 * 40,540 *
DeAm Convertible Arbitrage 3,300,000 1.65 89,189 *
Delta Airlines Master Trust (5) 950,000 * 25,675 *
4
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Delta Air Lines Master Trust (c/o Oaktree 490,000 * 13,243 *
Capital Management LLC)
Delta Pilots Disability and Survivorship 200,000 * 5,405 *
Trust (5)
Delta Pilots D & S Trust (c/o Oaktree 270,000 * 7,297 *
Capital Management LLC)
Deutsche Banc Alex Brown 15,624,000 7.81 422,269 1.37
Dorinco Reinsurance Company (5) 325,000 * 8,783 *
Double Black Diamond Offshore LDC 2,935,000 1.47 79,324 *
Drury University (5) 35,000 * 945 *
Engineers Joint Pension Fund 468,000 * 12,648 *
Federated Equity Income Fund, Inc. 7,300,000 3.65 197,297 *
Federated Insurance Series, on behalf of 300,000 * 8,108 *
its Federated Income Fund II
Fidelity Financial Trust: Fidelity 11,680,000 5.84 315,675 1.03
Convertible Securities Fund (6)
Franklin and Marshall College 190,000 * 5,135 *
Gartmore Variable Insurance Trust, on
behalf of its Federated GVIT Equity Income 180,000 * 4,864 *
Fund
Goldman Sachs and Company 3,430,000 1.71 92,702 *
Grady Hospital Foundation 107,000 * 2,891 *
Granville Capital Corporation 2,000,000 1.00 54,054 *
HFR Convertible Arbitrage Account 190,000 * 5,135 *
HFR Master Fund, LTD. (5) 50,000 * 1,351 *
5
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
HSBC Trustee, Zola Managed Trust 200,000 * 5,405 *
H.K. Porter Company, Inc. (5) 15,000 * 405 *
Independence Blue Cross 64,000 * 1,729 *
Innovest Finanzdienstleistungs AG 580,000 * 15,594 *
Jefferies Umbrella Fund US Convertible Bonds 270,000 * 7,297 *
KBC Financial Products (Cayman Island) 2,000,000 1.00 54,054 *
Limited
KBC Financial Products USA Inc. 250,000 * 6,756 *
Kettering Medical Center Funded 35,000 * 945 *
Depreciation Account (5)
Knoxville Utilities Board Retirement System 120,000 * 3,243 *
(5)
Lincoln National Global Asset Allocation 40,000 * 1,081 *
Fund, Inc.
Lipper Convertibles, L.P. 1,500,000 * 40,540 *
Lipper Offshore Convertibles, L.P. 1,500,000 * 40,540 *
Louisiana Workers' Compensation Corporation 150,000 * 4,054 *
(5)
Lumbermans 491,000 * 13,270 *
Lyxor Master Fund Ref: Argent/LowLev CB 1,230,000 * 33,243 *
Lyxor Master Fund, c/o Zola Capital 300,000 * 8,108 *
Management
Macomb County Employees' Retirement System 145,000 * 3,918 *
(5)
Man Convertible Bond Master Fund, Ltd. 8,208,000 4.10 221,837 *
McMahan Securities Co., L.P. 1,500,000 * 40,540 *
Microsoft Corporation 410,000 * 11,081 *
Minnesota Power and Light 125,000 * 3,378 *
6
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Morgan Stanley & Co. (7) 1,500,000 * 40,540 *
Motion Pictures Industry 545,000 * 14,729 *
Motion Picture Industry Health Plan - 190,000 * 5,135 *
Active Member Fund
Motion Picture Industry Health Plan - 80,000 * 2,162 *
Retiree Member Fund
Municipal Employees 183,000 * 4,945 *
New Orleans Firefighters Pension / Relief 110,000 * 2,972 *
Fund
Nicholas Applegate Convertible Fund 1,529,000 * 41,324 *
Nicholas Applegate Global Holdings LP 35,000 * 945 *
1976 Distribution Trust FBO A.R. Lauder / 7,000 * 189 *
Zinterhofer
1976 Distribution Trust FBO Jane A. Lauder 13,000 * 351 *
Occidental Petroleum Corporation 118,000 * 3,189 *
OCM Convertible Trust 1,180,000 * 8,918 *
Ohio National Fund, Inc., on behalf of its 30,000 * 810 *
Equity Income Portfolio
Ondeo Nalco 40,000 * 1,081 *
Onex Industrial Partners Limited 1,950,000 * 52,702 *
Palladin Securities LLC 1,200,000 * 32,432 *
Paloma Securities LLC 5,000,000 2.50 135,135 *
Partner Reinsurance Company Ltd. 330,000 * 8,918 *
Pebble Capital Inc. 650,000 * 17,567 *
Physicians Life 183,000 * 4,945 *
7
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Policemen and Firemen Retirement System of 503,000 * 13,594 *
the City of Detroit
Port Authority of Allegheny County
Retirement and Disability Allowance Plan
for the Employees Represented by Local 85 615,000 * 16,621 *
of the Amalgamated Transit Union (5)
Pro-mutual 603,000 * 16,297 *
Putnam Asset Allocation Funds-Balanced 310,000 * 8,378 *
Portfolio
Putnam Asset Allocation Funds-Conservative 240,000 * 6,486 *
Portfolio
Putnam Convertible Income-Growth Trust 2,180,000 1.09 58,918 *
Putnam Convertible Opportunities and Income 80,000 * 2,162 *
Trust
Putnam Variable Trust-Putnam VT Global 80,000 * 2,162 *
Asset Allocation Fund
Qwest Occupational Health Trust 55,000 * 1,486 *
Ramius Capital Group 300,000 * 8,108 *
RAM Trading Ltd 1,750,000 * 47,297 *
Raytheon Master Pension Trust 200,000 * 5,405 *
RCG Halifax Master Fund, LTD 550,000 * 14,864 *
RCG Latitude Master Fund, LTD 2,500,000 1.25 67,567 *
RCG Multi Strategy A/C LP 1,250,000 * 33,783 *
Robertson Stephens 5,000,000 2.50 135,135 *
Rockhaven Fund 80,000 * 2,162 *
Rockhaven Premier Dividend Fund 700,000 * 18,918 *
San Diego City Retirement 1,097,000 * 29,648 *
San Diego County Convertible 1,654,000 * 44,702 *
8
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
SCI Endowment Care Common Trust Fund - 20,000 * 540 *
First Union (5)
SCI Endowment Care Common Trust Fund - 70,000 * 1,891 *
National Fiduciary Services (5)
SCI Endowment Care Common Trust Fund - 30,000 * 810 *
Suntrust (5)
Screen Actors Guild Pension Convertible 500,000 * 13,513 *
S G Cowen Securities Corporation 1,500,000 * 40,540 *
SG Hambros Trust Company (Jersey) Ltd as 300,000 * 8,108 *
Trustee of the Lyxor Master Fund
Shell Pension Trust 320,000 * 8,648 *
Silverado Arbitrage Trading, Ltd. 500,000 * 13,513 *
Silvercreek Limited Partnership 1,100,000 * 29,729 *
Silvercreek II Limited 900,000 * 24,324 *
Sisters of Good Shepherd 100,000 * 2,702 *
Southdown Pension Plan (5) 60,000 * 1,621 *
Southern Farm Bureau Life Insurance 185,000 * 4,999 *
SPT (5) 710,000 * 19,189 *
St. Thomas Trading, Ltd. 13,468,000 6.73 363,999 1.18
Starvest Combined Portfolio 190,000 * 5,135 *
State Employees' Retirement Fund of the 810,000 * 21,891 *
State of Delaware
State of Connecticut Combined Investment 1,705,000 * 46,081 *
Fund
State of Maryland Retirement Agency 2,575,000 1.29 69,594 *
State Street Bank Custodian for GE Pension 1,585,000 * 42,837 *
Trust
9
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Sunrise Partners LLC 9,200,000 4.60 248,648 *
The Dow Chemical Company Employees' 1,150,000 * 27,631 *
Retirement Plan (5)
The Fondren Foundation (5) 35,000 * 945 *
The Grable Foundation 95,000 * 2,567 *
Trustmark Insurance Company 280,000 * 7,567 *
2000 Revocable Trust FBO A.R. Lauder / 6,000 * 162 *
Zinterhofer
Union Carbide Retirement Account (5) 600,000 * 16,216 *
United Food and Commercial Workers Local 270,000 * 7,297 *
1262 and Employee Pension Fund (5)
Vanguard Convertible Securities Fund, Inc. 1,945,000 * 52,567 *
Vopak USA Inc., Retirement Plan (f.k.a. Van 140,000 * 3,783 *
Waters & Rogers, Inc. Retirement Plan) (5)
Wake Forest University 686,000 * 18,540 *
Wake Forest University Convertible Arbitrage 355,000 * 9,594 *
WPG Convertible Arbitrage Overseas Master 2,500,000 1.25 67,567 *
Fund, L.P
Writers Guild Industry Health Fund 293,000 * 7,918 *
Wyoming State Treasurer 971,000 * 26,243 *
Zurich Institutional Benchmark Master Fund 1,000,000 * 27,027 *
Ltd.
Any other holder of notes or future
transferee, pledgee, donee or successor of 0 - 0 -
any holder (3)
--------------- ------ ------------ -----
Total.............................. $200,000,000 (8) 100.00% 5,405,400 (4) 15.13%
=============== ====== ============ =====
- -------------------------
* Less than 1%.
10
(1) Assumes conversion of all of the holder's notes at a conversion rate of
27.027 shares of common stock per $1,000 principal amount of notes.
However, this conversion rate will be subject to adjustment as
described under "Description of Notes--Conversion Rights." As a result,
the amount of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(2) Calculated based on 30,315,494 shares of common stock outstanding as of
December 31, 2001. In calculating this amount for each selling security
holder, we treated as outstanding that number of shares of common stock
issuable upon conversion of all of that holder's notes. However, we did
not assume the conversion of any other holder's notes, except in
calculating the percentage for all selling security holders as a group.
(3) Information about other selling security holders will be set forth in
prospectus supplements, if required.
(4) Column does not add up correctly because the fractional shares to which
the holders would be entitled have been disregarded.
(5) Pursuant to an Investment Management Agreement, CALAMOS(R) Investments
is not acting individually, but solely as an Investment Manager for the
selling security holder.
(6) The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment Company
Act of 1940, as amended, or a private investment account advised by
Fidelity Management and Research Company ("FMR Co."). FMR Co. is a
Massachusetts corporation and an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, as amended, and
provides investment advisory services to each of such Fidelity entities
identified above, and to other registered investment companies and to
certain other funds which are generally offered to a limited group of
investors. FMR Co. is a wholly owned subsidiary of FMR Corp., a
Massachusetts corporation. The holdings are as of January 23, 2002.
(7) The entity owns 1,200,000 of our 6.00% convertible subordinated notes
due 2004. Further, Morgan Stanley & Co. Incorporated acted as one of
the initial purchasers in connection with the offer and sale of the
notes in December 2001.
11
(8) The figures in this column are based on information supplied to us, as
of July 10, 2002, by the respective selling security holders named in
the table. As of that date, these selling security holders had supplied
us with information indicating that, collectively, they owned more than
$200,000,000 aggregate principal amount of notes (which would be
convertible into more than 5,405,400 shares of common stock),
reflecting, we believe, that one or more selling security holders
supplied us with information for inclusion in the table and then sold
their notes in transactions exempt from the registration requirements
of the Securities Act to persons who also supplied us with information
with respect to the same notes. However, since this prospectus would
not be applicable to any sale of notes after they have been publicly
sold utilizing this prospectus, no more than $200,000,000 principal
amount of notes could be sold utilizing this prospectus and,
accordingly, the $200,000,000 total in this column has been retained
and represents the maximum principal amount of notes that could be sold
hereunder.
We prepared this table based on the information supplied to us on or
before July 10, 2002 by the selling security holders named in the table. The
selling security holders listed in the above table may have sold or transferred,
pursuant to the prospectus or in transactions exempt from the registration
requirements of the Securities Act, some or all of their notes since the date
they have supplied the information to us. Some of the selling security holders
may hold additional notes that have been registered under the Securities Act.
Information about the selling security holders may change further over time. Any
changed information supplied to us will be set forth in future prospectus
supplements.
Other than as noted above, none of the selling security holders listed
above has, or within the past three years has had, any position, office or other
material relationship with us or any of our predecessors or affiliates.
Because the selling security holders may offer all or some of their
notes or the underlying common stock from time to time, we cannot estimate the
amount of the notes or the underlying common stock that will be held by the
selling security holders upon the termination of any particular offering. See
"Plan of Distribution."
12