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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 SEPTEMBER 15, 1999
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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 September 15, 1999, Align-Rite International, Inc., a California corporation
("Align-Rite"), and Photronics, Inc., a Connecticut corporation ("Photronics"),
announced that they had signed an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a wholly owned subsidiary of Photronics will merge
with and into Align-Rite, with Align-Rite to be the survivor and to be a wholly
owned subsidiary of Photronics. A copy of the Merger Agreement is attached
hereto as Exhibit 2.1. The information set forth below is qualified in its
entirety by reference to the Merger Agreement.
Pursuant to the terms of the Merger Agreement, each outstanding share of
Align-Rite's common stock will be converted into a number of shares of
Photronics common stock determined by dividing $23.09 by the average of the
daily average per share high and low sales prices of one share of Photronics
common stock as reported on Nasdaq for each of the 20 trading days ending three
days prior to Align-Rite's shareholder meeting; provided, however, that (i) if
the average Photronics share price during such 20-day trading period is less
than $21.00, the conversion rate will be 1.0995 and (ii) if the average
Photronics share price during such 20-day trading period is greater than $28.25,
the conversion rate will be 0.8173. Align-Rite may terminate the Merger
Agreement if the average Photronics share price during such 20-day trading
period is less than $16.00.
The transaction is subject to the approval of both Photronics and Align-Rite
shareholders. The transaction is also subject to various regulatory and closing
conditions, including compliance with the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Certain of the major shareholders of
Align-Rite owning an aggregate of approximately 14.5% of the total number of
outstanding shares of Align-Rite common stock have entered into voting
agreements with Photronics pursuant to which such shareholders have agreed,
among other things, to vote or cause to be voted their shares of Align-Rite
common stock in favor of the transaction. A major shareholder of Photronics
owning an aggregate of approximately 12.3% of the total number of outstanding
shares of Photronics common stock has entered into a voting agreement with
Align-Rite pursuant to which such shareholder has agreed, among other things, to
vote or cause to be voted his shares of Photronics common stock in favor of the
transaction.
ITEM 7. EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated September 15, 1999, by and
among Align-Rite, Photronics and AL Acquisition Corp.
10.1 Voting Agreement, dated September 15, 1999, by and between
certain shareholders of Align-Rite and Photronics.
10.2 Voting Agreement, dated September 15, 1999, by and between a
shareholder of Photronics and Align-Rite.
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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: SEPTEMBER 24, 1999
/s/ JAMES L. MAC DONALD
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JAMES L. MAC DONALD
CHAIRMAN OF THE BOARD, PRESIDENT,
AND CHIEF EXECUTIVE OFFICER
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INDEX OF EXHIBITS
Number Description
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2.1 Agreement and Plan of Merger, dated September 15, 1999, by and
among Align-Rite, Photronics and AL Acquisition Corp.
10.1 Voting Agreement, dated September 15, 1999, by and between
certain shareholders of Align-Rite and Photronics.
10.2 Voting Agreement, dated September 15, 1999, by and between a
shareholder of Photronics and Align-Rite.
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