DUPONT PHOTOMASKS INC
8-K, 2000-05-15
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): MAY 2, 2000



                            DUPONT PHOTOMASKS, INC.

             (Exact name of registrant as specified in its charter)


                 Delaware                                  74-2238819
       (State or Other Jurisdiction                      (I.R.S. Employer
    of Incorporation or Organization)                 Identification No.)


                          131 Old Settlers Boulevard
                           Round Rock, Texas  78664

              (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (512) 310-6500



                                      N/A

         (Former name or former address, if changed since last report)
<PAGE>

ITEM 5.  OTHER EVENTS.

     On May 2, 2000, the Registrant issued a press release, a copy of
     which is attached hereto as Exhibit 99.1 and incorporated herein by
     reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits

     99.1 Press Release issued by the Registrant dated May 2, 2000
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                    Dupont Photomasks, Inc.



Date: May 2, 2000         By:  /S/ MARSHALL C. TURNER
                               -----------------------

                                  Marshall C. Turner
                              Chairman of the Board and
                               Chief Executive Officer
                            (Principal Executive Officer)

<PAGE>

                                                                    EXHIBIT 99.1

MAY 2, 2000

DuPont Photomasks, Inc. Names Peter S. Kirlin CEO and Chairman

Preston M. Adcox, President and Chief Operating Officer, Elected to Board of
Directors


ROUND ROCK, Texas--(BUSINESS WIRE)--May 2, 2000--DuPont Photomasks, Inc.
(NASDAQ: DPMI - news) more commonly referred to as DPI, today announced that its
board of directors has named Peter S. Kirlin, Ph.D., chairman of the board and
chief executive officer, effective immediately. In addition, the board of
directors announced that Preston M. Adcox, DPI's president and chief operating
officer, has been elected to the board. Kirlin had been Group Vice President,
Technologies and Services, at Connecticut-based ATMI, Inc. (NASDAQ: ATMI -
news), a leading supplier of ultra-high purity materials, equipment and services
used in the manufacture of semiconductors. He replaces interim chairman and
chief executive, Marshall C. Turner. Turner will remain a member of DPI's board.
"Peter's track record of successfully growing high-technology businesses is
outstanding," Turner said. "With 15 years of experience in the semiconductor
industry, and expertise in high-technology materials science, he will be able to
hit the ground running immediately with the DPI team. Peter's experience
building synergistic relationships with customers is another strong asset he
brings to our company."  "Joining DPI is a great opportunity," Kirlin said. "As
the photomask supplier of choice to most of the world's leading semiconductor
manufacturers, DPI has created unique partnerships with leading semiconductor
companies to advance photomask technology. One of our current goals is to
develop those relationships and extend DPI's value-added technology, ultimately
offering a more comprehensive offering of products and services and
strengthening DPI's competitive advantage. Together, these strategies should
grow shareholder value."  "DPI is well recognized as having superior technology,
innovative and talented employees and strong partner and customer relationships"
Kirlin continued. "I look forward to working with the tremendous potential
already in place to capture additional value opportunities from the fundamental
changes taking place in the semiconductor and electronics industries."  Turner
also said, "We had several strong internal and external candidates for the CEO
position. We believe Peter offers the strongest combination of benefits - a
track record of delivering results, leading innovation and fostering business
growth and managing multiple business units. It is a compliment to our company
that we were able to attract Peter to DPI."  Kirlin spent the last 12 years with
ATMI in increasingly responsible positions. Most recently, he was part of the
strategic team that consolidated the disparate businesses within ATMI into two
consolidated operating groups. Kirlin headed the larger of those two groups and
was responsible for significant merger and acquisition activities as well as
corporate research, human resources and administration. Previously he worked at
American Cyanamid Corporation as a project leader and conducted post-graduate
research projects at the University of Munich's Institute of Physical Chemistry.
He holds a Ph.D. degree in chemical engineering from the University of Delaware
and a B. S. in chemical engineering from Pennsylvania State University. Adcox
joined E.I. DuPont de Nemours & Co. in 1967 where he held various manufacturing
and technology management positions. In 1988, he became managing director of
DuPont's Semiconductor Materials division, which included the photomask business
unit. In 1996, he was appointed president and chief operating officer of DuPont
Photomasks, Inc., coincident with the company's initial public offering of
stock. Adcox served on the board of directors of the Semiconductor industry
Suppliers Association (SISA), (formerly SEMI/SEMATECH,) a non-profit consortium
established to support the U.S. semiconductor supplier infrastructure, from 1988
until 1999. In 1990, he was named a founding member of the board of directors of
Etec Systems, Inc., and he served on the board until 1995. Adcox earned a
bachelor's degree in mechanical engineering from the University of Arkansas and
a master's in mechanical engineering from the University of Florida.
<PAGE>

Additional Information: The company will hold a conference call for interested
persons today at 4:30 p.m. eastern time. The conference call will be broadcast
live, and a replay will be available, on the Internet and may be accessed via
DPI's Web site at http://www.photomask.com.
                  ------------------------


About DuPont Photomasks


DPI leads the photomask industry with one of the most technically advanced
manufacturing networks. The company supplies photomasks to the global
semiconductor industry from 12 strategically located facilities in North
America, Europe and Asia, and derives approximately 45 percent of its current
revenues from leading-edge photomasks with 0.25 micron or smaller design rules.
DPI also produces and supplies photoblanks (photomask substrates) and pellicles
(protective covers for photomasks). Headquartered in Round Rock, Texas, DPI
posted worldwide sales of approximately $264 million in fiscal 1999. The company
maintains a Web site at http://www.photomask.com. Note: This release includes
                        ------------------------
forward-looking statements based on management's current plans and expectations.
Such statements involve risks and uncertainties which may cause future
activities and results of operations to differ from those suggested, including
risks associated with management change, new facility construction, accelerating
technology requirements, pricing pressures and the need to manage growth. For
additional information, please refer to DPI's filings with the Securities and
Exchange Commission, specifically the company's most recent Forms 10-K dated
September 21, 1999 and 10-Q dated February 14, 2000, which identify important
risk factors that could cause actual results to differ from those contained in
the forward looking statements. Results for interim periods are not necessarily
indicative of results for the year.


Contact:

  DuPont Photomasks, Inc.
  Tom Blake
  (512) 310-6562
  [email protected]
      or
  Investor Relations Partners, Inc
  Shellie M. Roth
  (973)-535-8389
  [email protected]


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