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 (Date of earliest event reported): May 26, 2000 ALIGN-RITE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) California 0-26240 954528353 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of Incorporation) 2428 Ontario St., Burbank, CA 91504 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 843-7220 -------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On May 26, 2000, Align-Rite International, Inc., AL Acquisition Corp. and Photronics, Inc. entered into Amendment No. 3 to the Agreement and Plan of Merger dated as of September 15, 1999 (as amended by Amendment No. 2 dated as of March 27, 2000 and Amendment No. 1 dated as of January 10, 2000). Amendment No. 3 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. ALIGN-RITE INTERNATIONAL, INC. 2 /s/ PETAR N. KATURICH --------------------- May 31, 2000 By: Petar N. Katurich Title: Vice President Finance, Chief Financial Officer EXHIBITS INDEX Exhibit No. Description - ----------- ----------- 2.1 Amendment No. 3 to Agreement and Plan of Merger dated as of May 26, 2000