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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 (Date of earliest event reported): September 15, 1999
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PHOTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Connecticut 0-15451 06-0854886
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
1061 East Indiantown Road, Jupiter, FL 33477
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 745-1222
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N/A
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(Former name or former address, if changes 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.
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 preceding the 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 number 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 number 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 (the "Align-Rite Voting Agreement") 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. Certain of
the major shareholders of Photronics owning an aggregate of approximately 12.3%
of the total number of outstanding shares of Photronics common stock have
entered into voting agreements with Align-Rite (the "Photronics Voting
Agreement") pursuant to which such shareholders have agreed, among other things,
to vote or cause to be voted their shares of Photronics common stock in favor of
the transaction.
Copies of the Merger Agreement, the Photronics Voting Agreement, the Align-Rite
Voting Agreement and a joint press release of Photronics and Align-Rite are
attached hereto as Exhibits 2.1, 10.1, 10.2 and 99.1, respectively. The
foregoing description of the Merger Agreement, the Photronics Voting Agreement
and the Align-Rite Voting Agreement are qualified in their entirety by reference
to the full text of such exhibits. The Merger Agreement, the Photronics Voting
Agreement, the Align-Rite Voting Agreement and the press release are hereby
incorporated by reference.
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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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.
PHOTRONICS, INC.
/s/ Robert J. Bollo
September 24, 1999 By: Robert J. Bollo
Title: Vice President-Finance
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EXHIBITS INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger dated as of September 15, 1999 among
Photronics, Inc., AL Acquisition Corp. and Align-Rite International,
Inc.
10.1 Voting Agreement dated as of September 15, 1999 among Photronics, Inc.
and certain shareholders of Align-Rite International, Inc.
10.2 Voting Agreement dated as of September 15, 1999 between Align-Rite
International, Inc. and a certain shareholder of Photronics, Inc.
99.1 Press Release dated September 15, 1999
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