SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended..........April 30, 2000..........
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from..............to...............
Commission file number...0-15451...
...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, FL...... ..33477..
(Address of principal executive offices) (Zip Code)
...(561) 745-1222...
(Registrant's telephone number, including area code)
..............................
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ..X.. No .....
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 30, 2000
Common Stock, $.01 par value 24,415,057 Shares
<PAGE>
PHOTRONICS, INC.
AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Consolidated Balance Sheet
at April 30, 2000 (unaudited) and
October 31, 1999 3-4
Condensed Consolidated Statement of
Operations for the Three and Six Months
Ended April 30, 2000 and May 2, 1999
(unaudited) 5
Condensed Consolidated Statement of
Cash Flows for the Six Months Ended
April 30, 2000 and May 2, 1999
(unaudited) 6
Condensed Consolidated Statement of
Shareholders' Equity for the Six Months
Ended April 30, 2000 and May 2, 1999
(unaudited) 7
Notes to Condensed Consolidated
Financial Statements (unaudited) 8-9
Item 2. Management's Discussion and Analysis
of Results of Operations and
Financial Condition 10-12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security-Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
<TABLE>
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
(in thousands)
ASSETS
<CAPTION>
April 30, October 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,496 $ 16,269
Accounts receivable (less allowance
for doubtful accounts of $235 in
2000 and 1999) 42,654 41,293
Inventories 11,702 13,888
Other current assets 20,304 14,757
-------- --------
Total current assets 85,156 86,207
Property, plant and equipment, net 265,212 282,157
Investments 44,405 8,594
Intangible and other assets, net 27,189 33,398
-------- --------
$421,962 $410,356
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE> PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
(dollars in thousands, except per share amounts)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
April 30, October 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 234 $ 261
Accounts payable 26,238 45,608
Other current liabilities 10,852 11,147
------- -------
Total current liabilities 37,324 57,016
Long-term debt 143,067 116,703
Deferred taxes and other liabilities 27,379 28,937
------- -------
Total liabilities 207,770 202,656
------- -------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value,
2,000,000 shares authorized,
none issued and outstanding - -
Common stock, $0.01 par value,
75,000,000 shares authorized,
24,415,057 shares issued in 2000
and 23,948,807 shares in 1999 244 239
Additional paid-in capital 89,270 80,242
Retained earnings 127,714 130,759
Accumulated other comprehensive
loss (2,768) (3,489)
Deferred compensation on restricted
stock (268) (51)
-------- --------
Total shareholders' equity 214,192 207,700
-------- --------
$421,962 $410,356
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ----------------------
April 30, May 2, April 30, May 2,
2000 1999 2000 1999
-------- ------- --------- --------
<S> <C> <C> <C> <C>
Net sales $60,746 $53,826 $119,062 $101,641
Costs and expenses:
Cost of sales 40,221 38,151 80,149 73,438
Selling, general and administrative 8,288 7,652 16,462 14,915
Research and development 4,629 3,670 9,122 7,189
Restructuring and related charges 17,500 - 17,500 -
------- ------- ------- --------
Operating income (loss) (9,892) 4,353 (4,171) 6,099
Other income (expense), net 334 (985) (674) (1,714)
------- ------- ------- --------
Income (loss) before income taxes (9,558) 3,368 (4,845) 4,385
Provision (benefit) for income taxes (3,500) 1,300 (1,800) 1,700
------- ------- ------- --------
Net income (loss) $(6,058) $ 2,068 $(3,045) $ 2,685
======= ======= ======= ========
Earnings (loss) per share:
Basic $(0.25) $0.09 $(0.13) $0.11
====== ===== ====== =====
Diluted $(0.25) $0.09 $(0.13) $0.11
====== ===== ====== =====
Weighted average number of common
shares outstanding:
Basic 24,293 23,939 24,138 24,021
====== ====== ====== ======
Diluted 24,293 23,939 24,138 24,021
====== ====== ====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE> PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
<CAPTION> Six Months Ended
------------------------
April 30, May 2,
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(3,045) $ 2,685
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 21,446 19,454
Restructuring and related charges 17,500 -
Other (5,261) (214)
Changes in assets and liabilities, net of
effects of acquisitions:
Accounts receivable (1,794) (1,551)
Inventories 2,025 946
Other current assets (5,586) 832
Accounts payable and accrued liabilities (19,872) 16,433
------- ------
Net cash provided by operating activities 5,413 38,585
------- ------
Cash flows from investing activities:
Acquisitions of and investments
in photomask operations (31,500) -
Deposits on and purchases of property,
plant and equipment (8,182) (45,465)
Net change in short-term investments - 7,420
Other (938) (1,751)
------- -------
Net cash used in investing activities (40,620) (39,796)
------- -------
Cash flows from financing activities:
Repayment of long-term debt (122) (1,934)
Borrowings under revolving credit facility 26,500 -
Proceeds from issuance of common stock 4,611 1,544
Purchase and retirement of common stock - (6,900)
Other (5) (300)
------- -------
Net cash provided by (used in)
financing activities 30,984 (7,590)
------- -------
Effect of exchange rate changes on cash flows (1,550) (380)
------- -------
Net decrease in cash and cash equivalents (5,773) (9,181)
Cash and cash equivalents at beginning of period 16,269 23,841
------- -------
Cash and cash equivalents at end of period $10,496 $14,660
======= =======
Cash paid during the period for:
Interest $ 3,919 $ 3,177
Income taxes $ 181 $ 533
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE> PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
(in thousands)
(unaudited)
<CAPTION>
Accumulated Other
Comprehensive Income (Loss)
-----------------------------
Deferred
Foreign Compensa- Total
Common Stock Add'l Unrealized Currency tion on Share-
--------------- Paid-In Retained Investment Trans- Restricted holders'
Shares Amount Capital Earnings Gains lation Total Stock Equity
------ ------ ------- -------- ---------- -------- ----- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Six Months Ended
May 2, 1999:
Balance at
November 1, 1998 24,164 $242 $82,377 $120,091 $1,167 $(3,308) $(2,141) $(139) $200,430
Comprehensive income:
Net income - - - 2,685 - - - - 2,685
Change in unrealized
gains on investments - - - - 2,617 - 2,617 - 2,617
Foreign currency translation
adjustment - - - - - (939) (939) - (939)
-------- ------ ------- ------ --------
Total comprehensive income - - - 2,685 2,617 (939) 1,678 - 4,363
Sale of common stock
through employee stock
option and purchase plans 141 1 2,281 - - - - - 2,282
Common stock repurchases (500) (5) (6,895) - - - - - (6,900)
Amortization of restricted
stock to compensation
expense - - - - - - - 44 44
------ ---- ------- -------- ------ ------- ----- ----- --------
Balance at
May 2, 1999 23,805 $238 $77,763 $122,776 $3,784 $(4,247) $(463) $ (95) $200,219
====== ==== ======= ======== ====== ======= ===== ===== ========
Six Months Ended
April 30, 2000:
Balance at
October 31, 1999 23,949 $239 $80,242 $130,759 $2,524 $(6,013) $(3,489) $ (51) $207,700
Comprehensive income (loss):
Net loss - - - (3,045) - - - - (3,045)
Change in unrealized
gains on investments - - - - 2,953 - 2,953 - 2,953
Foreign currency translation
adjustment - - - - - (2,232) (2,232) - (2,232)
------ ----- ------ ------ ------
Total comprehensive income (loss) - - - (3,045) 2,953 (2,232) 721 - (2,324)
Sale of common stock through
employee stock option and
purchase plans 466 5 8,767 - - - - - 8,772
Restricted stock awards, net - - 261 - - - - (217) 44
------ ---- ------- -------- ------ ------- ------- ----- --------
Balance at
April 30, 2000 24,415 $244 $89,270 $127,714 $5,477 $(8,245) $(2,768) $(268) $214,192
====== ==== ======= ======== ====== ======= ======= ===== ========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
<PAGE>
PHOTRONICS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Three and Six Months Ended April 30,2000 and May 2, 1999
(unaudited)
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended
April 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending October 29, 2000. Certain amounts in the condensed
consolidated financial statements for prior periods have been reclassified to
conform to the current presentation. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended October 31, 1999.
NOTE 2 - EARNINGS (LOSS) PER SHARE
Earnings per share amounts are calculated in accordance with the provisions
of SFAS No. 128. Basic EPS is based on the weighted average number of common
shares outstanding for the period, excluding any dilutive common share
equivalents. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted.
A reconciliation of basic and diluted EPS for the three and six months
ended April 30, 2000 and May 2, 1999 is as follows (in thousands, except per
share amounts):
Net Average Earnings
Income Shares (Loss)
(Loss) Outstanding Per Share
------- ----------- ---------
Three Months
------------
2000:
Basic and diluted (a) $(6,058) 24,293 $(0.25)
======= ====== ======
1999:
Basic and diluted (a) $ 2,068 23,939 $ 0.09
======= ====== ======
Six Months
----------
2000:
Basic and diluted (a) $(3,045) 24,138 $(0.13)
======= ====== ======
1999:
Basic and diluted (a) $ 2,685 24,021 $ 0.11
======= ====== ======
(a) The effect of the exercise of stock options and the conversion of notes
for the three and six months ended April 30, 2000 and May 2, 1999 is
anti-dilutive.
<PAGE>
NOTE 3 - ALIGN-RITE MERGER
On September 15, 1999, the Company signed a definitive agreement to merge
with Align-Rite International, Inc., an independent photomask manufacturer
based in Burbank, California. The agreement, as amended January 10, 2000,
March 27, 2000 and May 26, 2000, provides for the exchange of .85 shares of
the Company's common stock for each share of Align-Rite's common stock.
Approximately 4.2 million shares of the Company's common stock will be issued
in connection with the transaction. The merger will be accounted for as a
pooling-of-interests and Align-Rite will become a wholly-owned subsidiary of
the Company. The transaction is expected to be completed during the
Company's third fiscal quarter of 2000.
NOTE 4 - INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
In March, 2000, the Company agreed to acquire an aggregate minimum 51%
of the equity of Precision Semiconductor Mask Corporation (PSMC), an
independent photomask manufacturer based in Taiwan, for approximately $60
million. The Company currently owns 33% of PSMC's outstanding common stock
which it acquired during the second quarter of 2000 for approximately $31.5
million. The results of PSMC for the second quarter of 2000 are being
accounted for under the equity method and were not material to the Company's
operating results.
NOTE 5 - RESTRUCTURING AND RELATED CHARGES
During March, 2000, the Company implemented a plan to consolidate its
mature products group in order to increase capacity utilization, manufacturing
efficiencies and customer service activities worldwide. Total restructuring and
related charges associated with this consolidation plan of $17.5 million were
recorded in the second quarter of 2000. Of the total charge, $9.1 million
related to restructuring and $8.4 million related to the impairment of
intangible assets.
The significant components of the consolidation plan included the closing
of the Company's Sunnyvale, California and Neuchatel, Switzerland manufacturing
facilities and the consolidation and regionalization of sales and customer
service functions. The Company anticipates that the closing of the Sunnyvale
and Neuchatel facilities will maximize capacity utilization at its remaining
mature products facilities. As part of the plan, the Company reduced its work
force by approximately 125 employees. The restructuring charge of $9.1 million
includes $1.5 million of cash charges for severance benefits paid to terminated
employees which was disbursed over their entitlement periods and $2.3 million
for facilities closings and lease termination costs to be expended over the next
twelve months. Additionally, non-cash charges of $5.3 million approximated the
carrying value primarily of fixed assets associated with the manufacturing
consolidation based upon their expected disposition. Such assets, consisting
principally of specialized manufacturing tools and equipment, were subsequently
taken out of service.
The charges also included $8.4 million related to the impairment in value
of associated intangible assets. It was determined during the period that such
assets no longer had future economic benefit to the Company because the
anticipated undiscounted cumulative cash flows from these assets were
insufficient to support their carrying value.
NOTE 6 - SUBSEQUENT EVENT
On June 1, 2000, the Company sold one million of its unregistered common
shares in a private placement to accredited institutional investors. The
proceeds of the sale, net of fees and expenses, amounted to $22 million.
<PAGE>
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition
Material Changes in Results of Operations
Three and Six Months ended April 30, 2000 versus May 2, 1999
Net sales for the three and six months ended April 30, 2000 increased 12.9%
to $60.7 million and 17.1% to $119.1 million, respectively, compared with $53.8
million and $101.6 million for the corresponding prior year periods. The
increase for the three and six months ended April 30, 2000 resulted primarily
from an increase in new design releases, principally in the United States,
coupled with an improved sales mix of high-end technology products. The first
six months of 1999 reflected a downturn in the global semiconductor industry
that resulted in a slow-down in new design releases and price reductions for
mature products. The Company continues to see weakness in selling prices for
mature technologies but has continued to benefit from its investment in high-end
manufacturing capability through a mix shift towards high-end products.
Gross margins for the three and six month periods ended April 30, 2000
increased to 33.8% and 32.7%, respectively, compared to 29.1% and 27.7% for the
corresponding prior year periods. The gross margin increases in 2000 were
attributable to a greater mix of high-end revenues, increased capacity
utilization, and efficiencies realized from the Company's recent restructuring.
During March, 2000, the Company implemented a plan to consolidate its
mature products group in order to increase capacity utilization, manufacturing
efficiencies and customer service activities worldwide. Total restructuring and
related charges associated with this consolidation plan of $17.5 million were
recorded in the second quarter of 2000. Of the total charge, $9.1 million
related to restructuring and $8.4 million related to the impairment of
intangible assets.
The significant components of the consolidation plan included the closing
of the Company's Sunnyvale, California and Neuchatel, Switzerland manufacturing
facilities and the consolidation and regionalization of sales and customer
service functions. The Company anticipates that the closing of the Sunnyvale
and Neuchatel facilities will maximize capacity utilization at its remaining
mature products facilities. As part of the plan, the Company reduced its work
force by approximately 125 employees. The restructuring charge of $9.1 million
includes $1.5 million of cash charges for severance benefits paid to terminated
employees which was disbursed over their entitlement periods and $2.3 million
for facilities closings and lease termination costs to be expended over the next
twelve months. Additionally, non-cash charges of $5.3 million approximated the
carrying value primarily of fixed assets associated with the manufacturing
consolidation based upon their expected disposition. Such assets, consisting
principally of specialized manufacturing tools and equipment, were subsequently
taken out of service.
The charges also included $8.4 million related to the impairment in value
of associated intangible assets. It was determined during the period that such
assets no longer had future economic benefit to the Company because the
anticipated undiscounted cumulative cash flows from these assets were
insufficient to support their carrying value.
Selling, general and administrative expenses increased 8.3% to $8.3
million, and 10.4% to $16.5 million for the three and six months ended April 30,
2000, respectively, compared with $7.7 million and $14.9 million for the same
periods in the prior fiscal year. As a percentage of net sales, selling,
general and administrative expenses decreased to 13.6% and 13.8%, respectively,
<PAGE>
compared to 14.2% and 14.7% for the same periods in the prior fiscal year. The
higher expenses were due principally to staffing and other costs associated with
the Company's expansion, both domestically and internationally, including
increases in information technology and communications costs.
Research and development expenses for the three and six months ended April
30, 2000, increased 26.1% to $4.6 million and 26.9% to $9.1 million,
respectively, compared with $3.7 million and $7.2 million for the same periods
in the prior fiscal year. This increase reflects the continuing development
efforts on high-end, more complex photomasks such as phase shift, optical
proximity correction and Next Generation Lithography (NGL) applications. As a
percentage of net sales, research and development was 7.6% and 7.7% of net sales
for the three and six months ended April 30, 2000, compared to 6.8% and 7.1% in
the corresponding prior year periods.
Net other income of $0.3 million for the three months ended April 30, 2000
is comprised principally of income earned on investments offset by interest
expense on both the convertible notes and borrowings under the revolving credit
facility. This compares to $1.0 million in net other expenses in the
corresponding period in fiscal 1999, which had lower investment income. Net
other expenses of $0.7 million for the six months ended April 30, 2000 is
comprised principally of interest expense offset by income earned on
investments. This compares to $1.7 million in net other expenses in the
corresponding period in fiscal 1999, which had lower investment income partially
offset by lower interest expense.
Net income (loss) for the three and six months ended April 30, 2000,
decreased to $(6.1) million and $(3.0) million, respectively, or $(0.25) and
$(0.13) per basic and diluted share. These amounts compare to $2.1 million, or
$0.09 per basic and diluted share, and $2.7 million, or $0.11 per basic and
diluted share, for the corresponding prior year periods. Fiscal year 2000
includes the effect of the restructuring and related charges amounting to $11.1
million after tax, or $0.46 per share.
LIQUIDITY AND CAPITAL RESOURCES
Photronics' cash and cash equivalents decreased $5.8 million during the six
months ended April 30, 2000. Approximately $40 million was used for the
Company's investment in Precision Semiconductor Mask Corporation (PSMC) and
capital expenditures for equipment. These decreases were offset by cash
provided by operations of approximately $5 million, proceeds from borrowings
under our credit lines of $26.5 million, and sales of stock through option
exercises of $4.6 million.
Accounts receivable increased $1.4 million from October 31, 1999 as a
result of increased order activity in the second quarter of 2000 compared with
the fourth quarter of 1999. Inventories decreased by $2.2 million from October
31, 1999 due in part to a strategic decision at the end of last year to increase
quantities of certain critical raw materials in anticipation of any potential
Y2K issues. Most of this inventory was consumed during the first four months
of calendar 2000.
Property, plant and equipment decreased to $265.2 million at April 30,
2000, from $282.2 million at October 31, 1999, principally as a result of
depreciation expense and asset revaluation associated with the restructuring,
partially offset by capital spending of $8 million.
Accounts payable and accruals decreased 34.6%, or $19.7 million, from
October 31, 1999, principally due to the timing of progress payments for capital
equipment coming due during the period.
<PAGE>
The Company's $125 million unsecured revolving credit facility was amended
as of April 28, 2000, in order to obtain the lenders' consent to the Align-Rite
and PSMC acquisitions, and to modify certain covenants and definitions in
connection with the restructuring. The Company is subject to compliance with
and maintenance of certain financial covenants and ratios set forth in the
credit facility, as amended. The Company had $39.3 million of outstanding
borrowings under the revolving credit facility at April 30, 2000.
Photronics' commitments represent investments in additional manufacturing
capacity as well as advanced equipment for the production of high-end, more
complex photomasks. At April 30, 2000, Photronics had commitments outstanding
for capital expenditures of approximately $37 million. Additional commitments
for capital requirements are expected to be incurred during fiscal 2000.
Photronics will continue to use its working capital and bank lines of credit to
finance its capital expenditures. Photronics believes that its currently
available resources, together with its capacity for substantial growth and its
access to other debt and equity financing sources, are sufficient to satisfy its
currently planned capital expenditures, as well as its anticipated working
capital requirements for the foreseeable future.
OTHER
The Company expects to complete its merger with Align-Rite International
during the third quarter of fiscal 2000 (see NOTE 3 to the Condensed
Consolidated Financial Statements). The merger will be accounted for as a
pooling of interests and, accordingly, all historical financial information will
be restated to include the accounts of Align-Rite at that time.
The Company expects to increase its ownership of Precision Semiconductor
Mask Corporation (PSMC) from its current equity interest of 33% to 51% during
the third quarter of fiscal 2000, and, accordingly, will change its accounting
for its investment in PSMC from the equity method currently used to the
consolidation method at that time.
On June 1, 2000, the Company sold one million of its unregistered common
shares in a private placement to accredited institutional investors. The
proceeds of the sale, net of fees and expenses, amounted to $22 million.
YEAR 2000
As of the date of this filing, the Company has not experienced any Year
2000 problems that have affected its operations, the realization of financial
assets, or the Company's results of operations. The Company will continue to
monitor its operations for non-compliant components. The Company is also
monitoring its open transactions with customers and vendors to ensure that there
are no undetected problems that could have a future impact.
As of the date of this filing, the Company believes there are no remaining
significant risks or exposure as a result of the Year 2000 issue.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995:
Except for historical information, the matters discussed above may be
considered forward-looking statements and may be subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected, including uncertainties in the market, pricing, competition,
procurement and manufacturing efficiencies, and other risks.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
(a) The matters set forth in this Item 4 were submitted to a vote of
security holders of the Company at an Annual Meeting of
Shareholders held on April 4, 2000.
(b) The following directors, constituting the entire Board of
Directors, were elected at the Annual Meeting of Shareholders
held on April 4, 2000. Also indicated are the affirmative,
negative and authority withheld votes for each director.
Authority
For Against Withheld
---------- ------- ---------
Walter M. Fiederowicz 21,199,673 - 221,040
Joseph A. Fiorita, Jr. 21,099,063 - 321,650
Constantine S. Macricostas 21,100,263 - 320,450
Willem D. Maris 21,187,893 - 232,820
Michael J. Yomazzo 21,102,063 - 318,650
(c) The following additional matters, and the affirmative and
negative votes and abstentions and broker non-votes with respect
thereto, were approved at the Annual Meeting of Shareholders held
on April 4, 2000.
The approval of the Photronics, Inc. 2000 Stock Plan:
Affirmative votes 18,863,675
Negative votes 2,523,038
Abstentions/Broker non-votes 34,000
The ratification of the appointment of Deloitte & Touche LLP as
the independent certified public accountants of the Company for
the 2000 fiscal year:
Affirmative votes 21,396,882
Negative votes 11,420
Abstentions/Broker non-votes 12,411
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibits Index.
(b) Reports on Form 8-K
During the quarter for which this report is filed, the following
reports on Form 8-K were filed by the Company, each reporting
information under Form 8-K, Item 5:
(i) Form 8-K dated February 22, 2000.
(ii) Form 8-K dated March 15, 2000.
(iii) Form 8-K dated March 28, 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.
PHOTRONICS, INC.
(Registrant)
By: /s/ ROBERT J. BOLLO
-------------------
Robert J. Bollo
Vice President/Finance
(Duly Authorized Officer and
Principal Financial Officer)
Date: June 5, 2000
<PAGE>
EXHIBITS INDEX
Exhibit No. Description
----------- -----------
10.1 Second Amendment Agreement dated as of April 28,
2000 among Photronics, Inc., the lenders party
thereto, and the Chase Manhattan Bank, as
administrative agent.
27 Financial Data Schedule.
