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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Photronics Inc | NASDAQ:PLAB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 28.78 | 28.78 | 34.20 | 0 | 10:41:54 |
CONNECTICUT
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06-0854886
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
|
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(Do not check if a smaller reporting company)
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Emerging growth company ☐
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Title of Securities to be
Registered
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Amount to be
registered (1)
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Proposed maximum
offering price per share
(2)
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Proposed maximum
aggregate offering price
(2)
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Amount of
registration fee
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||||||||||||
Common Stock, Par Value $.01
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4,000,000
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$
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11.29
|
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$
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45,140,000
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$
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5,232
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(1) |
Represents 4,000,000 shares of Common Stock, $0.01 par value, of Photronics, Inc. (the “Company”) to be offered pursuant to the Company’s 2016 Equity Incentive Compensation Plan. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also relates to such indeterminate number of additional shares of common stock of the Registrant as may be issuable in the event of a stock dividend, stock split, recapitalization, or other similar capital structure, merger consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing.
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(2) |
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 NASDAQ Global Select Market on May 2, 2017 .
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Item 1. |
Plan Information.
*
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Item 2. |
Registrant Information and Employee Plan Annual Information.
*
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* |
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, as amended (the “Securities Act”) and the “Note” to Part I of Form S-8. The document(s) containing the information specified by Part I of this Registration Statement will be sent or given to participants in the Photronics, Inc. 2016 Equity Incentive Compensation Plan, as may be amended from time to time (the “Plan”), of Photronics, Inc., a Connecticut corporation, (the “Company”), by the Company as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933. Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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Item 3.
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Incorporation of Documents by Reference.
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(a) |
The Registrant’s annual report on Form 10-K for the fiscal year ended October 30, 2016 (filed on January 6, 2017);
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(b) |
The Registrant’s quarterly reports on Form 10-Q for the fiscal quarters ended January 29, 2017 (filed on March 8, 2017). Please note that Note 6 on page 11 of the Form 10-Q has been supplement by Exhibit 99.1 attached hereto;
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(c) |
The Registrant’s current reports on Form 8-K filed
on
February 15, 2017 and March 10, 2017;
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(d) |
The description of the Registrant's common stock included in its Registration Statement on Form S-3, filed on June 25, 2009.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Item 9. |
Undertakings.
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
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(ii)
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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 amendment thereto); and
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(iii)
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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) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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PHOTRONICS, INC.
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By /s/ Richelle E. Burr
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Richelle E. Burr
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Vice President, General Counsel
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and Secretary
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Signature
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Title
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Date
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/s/ Peter S. Kirlin
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Chief Executive Officer
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May 4, 2017
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Peter S. Kirlin
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(Principal Executive Officer) | |||
/s/ Sean T. Smith
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Senior Vice President and
Chief Financial Officer
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May 4, 2017
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Sean T. Smith
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(Principal Financial and
Accounting Officer)
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|||
/s/ Constantine S. Macricostas
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Executive Chairman
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May 4, 2017
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Constantine S. Macricostas
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Signature
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Title
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Date
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/s/ Walter M. Fiederowicz
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Director
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May 4, 2017
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Walter M. Fiederowicz
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||||
/s/ Joseph A. Fiorita, Jr.
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Director
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May 4, 2017
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Joseph A. Fiorita, Jr.
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/s/ Liang-Choo Hsia
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Director
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May 4, 2017
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Liang-Choo Hsia
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/s/ George Macricostas | Director |
May 4, 2017
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George Macricostas
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/s/ Mitchell G. Tyson | Director |
May 4, 2017
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Mitchell G. Tyson
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Exhibit No.
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Description
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Photronics, Inc. 2016 Equity Incentive Compensation Plan.
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Opinion of Richelle E. Burr, Esq.
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Consent of Deloitte & Touche LLP.
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23.2
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Consent of Richelle E. Burr, Esq.
(contained in Exhibit 5.1).
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24.1
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Power of Attorney (contained on the Signature Page of this Registration Statement).
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Recasting Debt Issuance Cost on the Balance Sheet in Accordance with ASU 2015-03
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1 Year Photronics Chart |
1 Month Photronics Chart |
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