1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT MARCH 27, 2000 ----------------- 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) ----------------- ================================================================================ 2 ITEM 5. OTHER EVENTS On March 27, 2000, Photronics, Inc., AL Acquisition Corp. and Align-Rite International, Inc. entered into Amendment No. 2 to the Agreement and Plan of Merger dated as of September 15, 1999 (as amended by Amendment No. 1 dated as of January 10, 2000). Amendment No. 2 is filed herewith as an exhibit. 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 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/ PETAR N. KATURICH --------------------------------- March 31, 2000 By: Petar N. Katurich Title: Chief Financial Officer Vice President of Finance 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Amendment No. 2 to Agreement and Plan of Merger dated as of March 27, 2000