UNITED STATES SECURITIES AND

EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1 to Form 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                               

FORM 10-Q/A

x

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2017

OR

☐

For the quarterly period ended August 3, 2003

OR

o

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


Connecticut06-0854886

For the transition period from ___ to ___

Commission file number 0-15451          

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut
(State or other jurisdiction
of incorporation or organization)

organization)

06-0854886
(IRS Employer
Identification Number)

No.)

15 Secor Road, Brookfield, Connecticut

06804

(Address of principal executive offices and zip code)

offices)		(Zip Code)

(203) 775-9000

(Registrant's telephone number, including area code)

code		(203) 775-9000


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 periods 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o☒

  No ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒
Accelerated Filer ☐
Non-Accelerated Filer ☐
Smaller Reporting Company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐x  No ☒o


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 September 4, 2003

May 26, 2017

Common Stock, $0.01 par value

32,327,36868,872,073 Shares

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Explanatory Note

     Pursuant to

PHOTRONICS, INC.
FORM 10-Q/A
EXPLANATORY
NOTE
The registrant has prepared this Amendment No. 1 ("Amendment") on Form 10-Q/A the Company amends the following items ofto its quarterly reportQuarterly Report on Form 10-Q for the quarterly period ended August 3, 2003:

     TheApril 30, 2017 (the "Form 10-Q") for the purpose of re-filing Exhibits 10.26, 10.27, 10.28 and 10.29 to the Form 10-Q has been amended to conform the disclosure in Item 4 of Part I with respect10-Q. No revisions are being made to the Company's financial statements and, except as described below, this Amendment does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure controlscontained in the Form 10-Q.


This Amendment is an exhibit-only filing in response to comments received from the staff of the Securities and procedures,Exchange Commission regarding a request for confidential treatment of certain portions of Exhibits 10.26, 10.27, 10.28 and 10.29 originally filed with the SEC's amended requirements in Item 307 of Regulation S-K.

     The Form 10-Q has also been amended10-Q. This Amendment is being filed solely to re-file Exhibits 10.26, 10.27, 10.28 and 10.29. Except for the changes to Exhibits 10.26, 10.27, 10.28 and 10.29, this Amendment does not otherwise update any exhibits as originally filed or previously amended. This Amendment is being filed to replace Exhibits 10.26, 10.27, 10.28 and 10.29 to include in Item 6 of Part II the Rule 13a-14(a)/15d-14(a) certifications and      the Section 1350 certifications filed as exhibits to this Form 10-Q/A.

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PART I.  FINANCIAL INFORMATION

Item 4.  Controls and Procedures

     The Company's chief executive officer and chief financial officer have concluded that, ascertain portions of the endExhibit that had previously been omitted or "redacted" pursuant to a request for confidential treatment. This Amendment provides revised redacted versions of the third fiscal quarter of 2003, the Company's disclosure controlsExhibits 10.26, 10.27, 10.28 and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of10.29.


In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended) were effective, based on the evaluation of these controlsamended, new certifications by our principal executive officer and procedures required by Rule 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934,principal financial officer are filed herewith as amended.

exhibits to this Amendment.

PART II.  OTHER INFORMATION

II

ItemITEM 6.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
EXHIBITS:

10.26

ExhibitsContribution Agreement dated May 16, 2017 among Dai Nippon Printing Co., Ltd. (“DNP), DNP Asia Pacific Pte. Ltd. (“DNP Asia Pacific”), Photronics, Inc. (“Photronics”), Photronics Singapore Pte. Ltd., (“Photronics Singapore”), and Reports on Form 8-K

Xiamen American Japan Photronics Mask Co., Ltd. (“PDMCX”).

10.27

(a)

Exhibits

Joint Venture Operating Agreement dated May 16, 2017 among Photronics, Photronics Singapore, DNP and DNP Asia Pacific.

10.28

Exhibit
Number


Description

Outsourcing Agreement dated May 16, 2017 among Photronics, DNP, Photronics DNP Photomask Corporation (“PDMC”), and PDMCX.

10.29Amended and Restated License Agreement dated May 16, 2017 between DNP and PDMC.
EXHIBITS INDEX

Exhibit
Number
Description
10.26

31.1

Contribution Agreement dated May 16, 2017 among Dai Nippon Printing Co., Ltd. (“DNP), DNP Asia Pacific Pte. Ltd. (“DNP Asia Pacific”), Photronics, Inc. (“Photronics”), Photronics Singapore Pte. Ltd., (“Photronics Singapore”), and Xiamen American Japan Photronics Mask Co., Ltd. (“PDMCX”).*#
10.27

Rule 13a-14(a)/15d-14(a) Joint Venture Operating Agreement dated May 16, 2017 among Photronics, Photronics Singapore, DNP and DNP Asia Pacific.*#

10.28
Outsourcing Agreement dated May 16, 2017 among Photronics, DNP, Photronics DNP Photomask Corporation (“PDMC”), and PDMCX.*#
10.29
Amended and Restated License Agreement dated May 16, 2017 between DNP and PDMC.*#
31.1
Certification of the Chief Executive Officer, dated September 15, 2003.

as required by Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer dated September 15, 2003.

as required by Section 302 of the Sarbanes-Oxley Act of 2002.*

#Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.

*

31.3

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer dated October 27, 2003.

31.4

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer dated October 27, 2003.

32.1

Section 1350 Certification of the Chief Executive Officer dated September 15, 2003.

32.2

Section 1350 Certification of the Chief Financial Officer dated September 15, 2003.

32.3

Section 1350 Certification of the Chief Executive Officer dated October 27, 2003.

32.4

Section 1350 Certification of the Chief Financial Officer dated October 27, 2003.

(b)

Represents an exhibit that is filed with this Quarterly Report on Form 8-K

  (i)

Form 8-K dated August 20, 2003.

10-Q/A.

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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

PHOTRONICS, INC.

(Registrant)

By:

By

/s/ SEAN T. SMITH

JOHN P. JORDAN		December 19, 2017
John P. Jordan

Sean T. Smith

Senior Vice President

Vice President

Chief Financial Officer

(Duly Authorized Officer and

Principal Accounting Officer/

Principal Financial Officer)

Date:  October 27, 2003

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