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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT JANUARY 10, 2000
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ALIGN-RITE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-26240 954528353
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2428 ONTARIO STREET, BURBANK, CA 91504
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 843-7220
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On January 10, 2000, Align-Rite International, Inc. ("Align-Rite") and
Photronics, Inc. ("Photronics") announced that they entered into an amendment,
dated January 10, 2000 (the "Amendment") to the Agreement and Plan of Merger
dated September 15, 1999 among Photronics, AL Acquisition Corp., a wholly owned
subsidiary of Photronics, and Align-Rite (the "Original Merger Agreement")
pursuant to which Photronics would acquire Align-Rite in a merger transaction
(the "Merger"). As amended by the Amendment, the Original Merger Agreement is
referred to below as the "Merger Agreement."
The Amendment provides, among other things, that: (i) each outstanding share of
Align-Rite's common stock will be converted into .85 shares of Photronics'
common stock (the "Conversion Ratio"), (ii) the date by which either party may
terminate the Merger Agreement if the Merger has not occurred is March 31, 2000,
and (iii) Align-Rite may terminate the Merger Agreement if the average price per
share of Photronics' common stock is less than $18.82 during a certain
twenty-day trading period prior to the Align-Rite shareholders meeting called to
vote upon the Merger.
The Merger remains subject to the approval of Align-Rite's shareholders, and to
various regulatory and closing conditions, including compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. However,
Photronics' shareholders will not be required to approve the Merger under rules
of the Nasdaq Stock Market, as the maximum number of shares of Photronics common
stock to be issued in the Merger will not equal or exceed 20% of Photronics'
outstanding shares of common stock. In connection with the execution of the
Amendment, certain major shareholders of Align-Rite have entered into an
agreement with Photronics pursuant to which they reaffirmed, in light of the
Amendment, their prior agreement to, among other things, vote or cause to be
voted their shares of Align-Rite common stock in favor of the Merger (the
"Reaffirmation Agreement").
Copies of the Amendment, the Reaffirmation Agreement and Align-Rite's press
release are filed herewith as Exhibits 2.1, 10.1 and 99.1, respectively, and are
incorporated herein by reference. The foregoing description of the Amendment and
the Reaffirmation Agreement is qualified in its entirety by reference to the
full text of such exhibits.
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 for the list of exhibits filed herewith
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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, HEREUNTO DULY AUTHORIZED.
DATED: JANUARY 11, 2000
/S/ PETAR N. KATURICH
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PETAR N. KATURICH
VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL
OFFICER AND SECRETARY
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Amendment No. 1 to Agreement and Plan of Merger
dated January 10, 2000 among Align-Rite
International, Inc., Photronics, Inc., and AL
Acquisition Corp.
10.1 Reaffirmation of Voting Agreement dated January
10, 2000 among Photronics, Inc. and certain
shareholders of Align-Rite International, Inc.
99.1 Press release dated January 10, 2000
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