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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 18, 2000
ALIGN-RITE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
CALIFORNIA 0-26240 954528353
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of Incorporation)
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2428 Ontario Street, Burbank CA 91504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(818) 843-7220
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 18, 2000, Align-Rite International, Inc., issued a press release
announcing the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act in connection with the pending acquisition by
Phototronics, Inc. The press release is filed herewith as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired Not applicable
(b) Pro forma financial information Not applicable
(c) See Exhibits Index
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
/s/ PETAR KATURICH
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By: Petar Katurich
Title: Chief Financial Officer,
Vice President Finance
May 23, 2000
EXHIBITS INDEX
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Exhibit No. Description
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99.1 Press release dated May 18, 2000.
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For Further Information:
At The Company
Petar Katurich
Chief Financial Officer
Pkaturich @ alignrite.com
(818) 843-7220
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EXHIBIT 99.1
[ALIGN-RITE INTERNATIONAL LETTERHEAD]
ALIGN-RITE INTERNATIONAL AND PHOTRONICS
ANNOUNCE
DEPARTMENT OF JUSTICE CLEARANCE FOR MERGER
LOS ANGELES, CALIFORNIA May 18, 2000 -- Align-Rite International, Inc.
(Nasdaq:MASK) and Photronics, Inc. (Nasdaq:PLAB), today announced that the
waiting period for regulatory review under the Hart-Scott-Rodino Antitrust Act
has expired and that the Department of Justice has relayed to the companies that
it will not seek to challenge the merger. Align-Rite shareholders approved the
transaction, at a special shareholders meeting held on March 27, 2000, and the
companies expect to consummate the merger as soon as feasible, subject to
customary closing conditions.
As originally announced on September 15, 1999 and amended as of January 10,
2000, shareholders of Align-Rite will receive 0.85 shares of Photronics common
stock for each share of Align-Rite common stock and will own approximately 15%
of the newly combined company upon completion of the transaction. The merger
will be treated as a pooling of interests. Prior to completing the merger,
Photronics is required to resell the one million shares it acquired as part of
its share repurchase program instituted in October 1998 in order to qualify for
the pooling of interests.
Align-Rite's Chairman and CEO, James L. MacDonald, stated, "We are very
pleased to be able to proceed with the final completion steps of the merger
following the strong support of our shareholders, and the expiration of the
regulatory review period under the Hart-Scott-Rodino Antitrust Act. We continue
to believe that our merger with Photronics will produce economies of scale and
strategic synergies which will provide tangible benefits to our valued
customers, our shareholders and our team of dedicated employees around the
world."
Align-Rite International, Inc. manufactures and markets quality photomasks
and has grown to become the third largest independent manufacturer of photomasks
in the United States and Europe. The Company currently serves over 250 customers
in 21 countries from four manufacturing facilities and six customer service
centers strategically located throughout the United States and Europe. For
additional information, please visit the Company's website at www.alignrite.com.
Photronics is a leading worldwide manufacturer of photomasks. Photomasks
are high precision quartz plates that contain microscopic images of electronic
circuits. A key element in the manufacture of semiconductors, photomasks are
used to transfer circuit patterns onto semiconductor wafers during the
fabrication of integrated circuits. They are produced in accordance with circuit
designs provided by customers at strategically located manufacturing facilities
in Asia, Europe, and North America. Additional information on the Company can be
accessed at www.photronics.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: Except for historical information, the matters discussed in this news
release that may be considered forward-looking statements 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
detailed from time to time in the Company's SEC reports. The Company assumes no
obligation to update the information in this release.
