AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1996
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PHOTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0854886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1061 EAST INDIANTOWN ROAD
JUPITER, FLORIDA 33477
(ADDRESS, INCLUDING ZIP CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PHOTRONICS, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JEFFREY P. MOONAN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
PHOTRONICS, INC.
1061 EAST INDIANTOWN ROAD
JUPITER, FLORIDA 33477
(407) 747-4163
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
CALCULATION OF REGISTRATION FEE
========================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE(1)
-------------------------------------------------------------------------
Common stock,
par value
$.01 . . . 600,000 shares $22.00 $13,200,000 $4,552
=========================================================================
(1) Calculated in accordance with Rule 457(h) of the General Rules and
Regulations under the Securities Act of 1933.
==========================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1
Plan Information*
ITEM 2
Registrant Information and Employee Plan Annual Information*
--------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration
Statement.
1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995;
2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 1996;
3) The description of the Common Stock which is contained in the
Registrant's Form 8-A, filed on March 5, 1987 (File #0-15451) under
Section 12(g) of the Securities Exchange Act of 1934, as amended,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of
filing of such documents.
ITEM 4 DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSELS
---------------------------------------
Not applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Connecticut Stock Corporation Act (the "Act") provides for
indemnification of directors, officers, shareholders, employees and agents
of a corporation. Under the Act, a corporation is required to indemnify a
director against judgments and other expenses of litigation when he is sued
by reason of his being a director in any proceeding brought, other than on
behalf of the corporation, if a director is successful on the merits in
defense, or acted in good faith and in a manner reasonably believed to be
in the best interests of the corporation, or in a criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
In a proceeding brought on behalf of a corporation (a derivative action), a
director is entitled to be indemnified by the corporation for reasonable
expenses of litigation, if the director is entitled to indemnification for
both derivative and nonderivative actions, if a court determines, upon
application, that the director is fairly and reasonably entitled to be
indemnified.
Article Ninth of the Company's Certificate of Incorporation limits
directors' monetary liability for actions or omissions made in good faith,
which are later determined to be a breach of their duty as directors of the
Company. Article Ninth does not eliminate or limit a director's liability
for breaches of fiduciary duty for actions or omissions which (i) involved
a knowing and culpable violation of law; (ii) showed a lack of good faith
and conscious disregard for his duty as that director under circumstances
where the director was aware that his actions created an unjustifiable risk
of serious injury to the Company; (iii) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of his
duty; or (iv) involved the improper distribution of Company assets to its
shareholders or an improper loan to an officer, director or 5% shareholder.
Article Ninth also does not preclude suits for equitable relief, such as an
injunction, nor would it shield directors from liability for violations of
the Federal securities laws. Moreover, Article Ninth does not limit the
liability of directors for any act or omission that occurred prior to the
date the Article became effective and does not limit the potential
liability of officer-directors in their capacity as officers.
The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its directors in connection with
the performance of their duties.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8 EXHIBITS
--------
The following Exhibits are filed as part of this Registration Statement:
4(a) The 1996 Stock Option Plan adopted by the Board of Directors of
the Registrant on January 29, 1996 and approved by the
stockholders on March 20, 1996.
5 Opinion of Reid & Priest LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Reid & Priest LLP (included in Exhibit 5).
25 Power of Attorney (see page 6).
ITEM 9 UNDERTAKINGS
------------
A) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represents a fundamental change in the
information set forth in the Registration Statement;
iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii), above, do
-------- -------
not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized in the Town of Brookfield, State of Connecticut
on March 29, 1996.
PHOTRONICS, INC.
By: /s/ Constantine S. Macricostas
-----------------------------------
Constantine S. Macricostas
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Yomazzo and Jeffrey P. Moonan,
and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to act, without the other,
for him and in his name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 , this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE DATE
/s/ Constantine S. Macricostas March 29, 1996
----------------------------------------
Constantine S. Macricostas
Chairman of the Board of Directors
Chief Executive Officer
(Principal Executive Officer)
/s/ Michael J. Yomazzo March 29, 1996
----------------------------------------
Michael J. Yomazzo
Director
President
/s/ Robert J. Bollo March 29, 1996
----------------------------------------
Robert J. Bollo
Vice President/Finance
Chief Financial Officer
(Principal Financial/Accounting Officer)
/s/ Masahiro Fujii March 29, 1996
----------------------------------------
Masahiro Fujii
Director
/s/ Walter M. Fiederowicz March 29, 1996
----------------------------------------
Walter M. Fiederowicz
Director
/s/ Joseph A. Fiorita, Jr. March 29, 1996
----------------------------------------
Joseph A. Fiorita, Jr.
Director
EXHIBIT INDEX
Exhibit Description
------- -----------
4(a) The 1996 Stock Option Plan adopted by the
Board of Directors of the Registrant on
January 29, 1996 and approved by the
stockholders on March 20, 1996.
5 Opinion of Reid & Priest LLP.
23(a) Consent of Deloitte & Touche LLP.