Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Statement No. 333-82080
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus Dated February 22, 2002)
$200,000,000
Photronics, Inc.
4 3/4 Convertible Subordinated Notes Due 2006
and
Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated February 22, 2002 relating to the
resale of up to $200,000,000 aggregate principal amount of our Notes and the
shares of our common stock issuable upon conversion of the Notes, by certain
holders of Notes who are named as selling security holders in the prospectus.
You should read this prospectus supplement in conjunction with the prospectus.
This prospectus supplement updates information in the prospectus, and,
accordingly, to the extent inconsistent, the information in this prospectus
supplement supersedes the information contained in the prospectus.
---------
Investing in the notes involves risks. See "Risk Factors" beginning on page 7 of
the prospectus.
---------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is March 11, 2002.
The table of selling security holders beginning on page 36 of the prospectus is
hereby amended to add the entities named below as selling security holders:
Principal amount
of notes Number of shares
beneficially of common stock Percentage of
owned that may be Percentage of that may be sold common stock
Name sold notes outstanding (1) outstanding (2)
---- ----------------- ----------------- ----------------- --------------
Argent Classic Convertible Arbitrage 2,000,000 1.00 54,054 *
Fund (Bermuda) Ltd.
Argent Convertible Arbitrage Fund Ltd. 4,500,000 2.25 121,621 *
Federated Equity Income Fund, Inc. 7,300,000 3.65 197,297 *
Federated Insurance Series, on behalf
of its Federated Income Fund II 300,000 * 8,108 *
Gartmore Variable Insurance Trust,
on behalf of its Federated GVIT Equity
Income Fund 180,000 * 4,864 *
Ohio National Fund, Inc., on behalf
of its Equity Income Portfolio 30,000 * 810 *
Rockhaven Fund 80,000 * 2,162 *
Rockhaven Premier Dividend Fund 700,000 * 18,918 *
S G Cowen Securities Corporation 1,500,000 * 40,540 *
2
After giving effect to the addition of the foregoing selling security holders
and the removal of an unnecessary footnote, the section of the prospectus
entitled "Selling Security Holders" reads as follows:
SELLING SECURITY HOLDERS
We originally issued the notes in a private placement in
December 2001. The notes were resold by the initial purchasers of the notes to
qualified institutional buyers under Rule 144A under the Securities Act. Selling
security holders may offer and sell the notes and the underlying common stock
pursuant to this prospectus.
The following table sets forth information we have received as of March 11, 2002
about the principal amount of notes and the underlying common stock beneficially
owned by each selling security holder that may be offered using this prospectus.
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
Advent Convertible Master Cayman L.P. $ 2,935,000 1.47% 79,324 *
AIG/National Union Fire Insurance 180,000 * 4,864 *
Allentown City Firefighters Pension Plan 29,000 * 783 *
Allentown City Officers & Employees Pension Fund 11,000 * 297 *
Allentown City Police Pension Plan 54,000 * 1,459 *
Amaranth LLC 13,800,000 6.90 372,972 1.21%
American Motorist Insurance Company 507,000 * 13,702 *
AmSouth Bank Custodian for AmSouth VA 2,100,000 1.05 56,756 *
Equity Income Fund
AmSouth Bank Custodian for Silect Equity 1,320,000 * 35,675 *
Variable Annuity Fund
Arapahoe County Colorado 49,000 * 1,324 *
3
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
Argent Classic Convertible Arbitrage Fund 500,000 * 13,513 *
L.P.
Argent Classic Convertible Arbitrage Fund 2,000,000 1.00 54,054 *
(Bermuda) Ltd.
Argent Convertible Arbitrage Fund Ltd. 4,500,000 2.25 121,621 *
Argent LowLev Convertible Arbitrage Fund LLC 500,000 * 13,513 *
Arkansas Teachers Retirement System 3,506,000 1.75 94,756 *
Aventis Pension Master Trust (5) 105,000 * 2,837 *
Bank Austria Cayman Islands, LTD 7,400,000 3.70 199,999 *
Bankers Trust Company Trustee for
DaimlerChrysler Corp. Emp. #1 Pension Plan 3,465,000 1.73 93,648 *
dtd. 4/1/89
Baptist Health of South Florida 577,000 * 15,594 *
Black Diamond Offshore Ltd. 565,000 * 15,270 *
Boilermaker - Blacksmith Pension Trust (5) 590,000 * 15,945 *
British Virgin Islands Social Security Board 38,000 * 1,027 *
CALAMOS(R)Convertible Fund - CALAMOS(R) 2,400,000 1.20 64,864 *
Investment Trust (5)
CALAMOS(R)Convertible Growth and Income Fund 4,400,000 2.20 118,918 *
- CALAMOS(R)Investment Trust (5)
CALAMOS(R)Convertible Portfolio - CALAMOS(R) 65,000 * 1,756 *
Advisors Trust (5)
CALAMOS(R)Convertible Technology Fund - 65,000 * 1,756 *
CALAMOS(R)Investment Trust (5)
CALAMOS(R)Global Convertible 70,000 * 1,891 *
4
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
Fund - CALAMOS(R)Investment Trust (5)
CALAMOS(R)Market Neutral Fund - CALAMOS(R) 10,500,000 5.25 283,783 *
Investment Trust (5)
Chrysler Corporation Master Retirement Trust 2,035,000 1.01 54,999 *
City of Albany Pension Plan (5) 50,000 * 1,351 *
City of Knoxville Pension System (5) 145,000 * 3,918 *
City of New Orleans 203,000 * 5,486 *
City University of New York 122,000 * 3,297 *
Clarica Life Insurance Co.- U.S. (5) 145,000 * 3,918 *
Consulting Group Capital Markets Funds (5) 250,000 * 6,756 *
DeAm Convertible Arbitrage 3,300,000 1.65 89,189 *
Delta Airlines Master Trust (5) 950,000 * 25,675 *
Delta Air Lines Master Trust (c/o Oaktree 490,000 * 13,243 *
Capital Management LLC)
Delta Pilots Disability and Survivorship 200,000 * 5,405 *
Trust (5)
Delta Pilots D & S Trust (c/o Oaktree 270,000 * 7,297 *
Capital Management LLC)
Deutsche Banc Alex Brown 15,624,000 7.81 422,269 1.37
Dorinco Reinsurance Company (5) 325,000 * 8,783 *
Double Black Diamond Offshore LDC 2,935,000 1.47 79,324 *
Drury University (5) 35,000 * 945 *
Engineers Joint Pension Fund 468,000 * 12,648 *
Federated Equity Income Fund, Inc. 7,300,000 3.65 197,297 *
Federated Insurance Series, on behalf
of its Federated Income Fund II 300,000 * 8,108 *
Fidelity Financial Trust: Fidelity 11,680,000 5.84 315,675 1.03
Convertible Securities Fund (6)
5
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
Franklin and Marshall College 190,000 * 5,135 *
Gartmore Variable Insurance Trust,
on behalf of its Federated GVIT Equity
Income Fund 180,000 * 4,864 *
Grady Hospital Foundation 107,000 * 2,891 *
Granville Capital Corporation 2,000,000 1.00 54,054 *
HFR Convertible Arbitrage Account 190,000 * 5,135 *
HFR Master Fund, LTD. (5) 50,000 * 1,351 *
H.K. Porter Company, Inc. 15,000 * 405 *
Independence Blue Cross 64,000 * 1,729 *
Innovest Finanzdienstleistungs AG 580,000 * 15,594 *
JP Morgan Chase (5) 950,000 * 25,675 *
KBC Financial Products USA Inc. 250,000 * 6,756 *
Kettering Medical Center Funded 35,000 * 945 *
Depreciation Account (5)
Knoxville Utilities Board Retirement System 120,000 * 3,243 *
(5)
Lipper Convertibles, L.P. 1,500,000 * 40,540 *
Lipper Offshore Convertibles, L.P. 1,500,000 * 40,540 *
Louisiana Workers' Compensation Corporation 150,000 * 4,054 *
(5)
Lumbermans 491,000 * 13,270 *
Lyxor Master Fund Ref: Argent/LowLev CB 1,230,000 * 33,243 *
Macomb County Employees' Retirement System 145,000 * 3,918 *
(5)
McMahan Securities Co., L.P. 1,500,000 * 40,540 *
Microsoft Corporation 410,000 * 11,081 *
Minnesota Power and Light 125,000 * 3,378 *
Motion Pictures Industry 545,000 * 14,729 *
Motion Picture Industry Health Plan -- 190,000 * 5,135 *
Active Member Fund
Motion Picture Industry Retiree Member Fund 80,000 * 2,162 *
6
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
Municipal Employees 183,000 * 4,945 *
New Orleans Firefighters Pension / Relief 110,000 * 2,972 *
Fund
Nicholas Applegate Convertible Fund 1,395,000 * 37,702 *
Nicholas Applegate Global Holdings LP 35,000 * 945 *
1976 Distribution Trust FBO A.R. Lauder / 7,000 * 189 *
Zinterhofer
1976 Distribution Trust FBO Jane A. Lauder 13,000 * 351 *
Occidental Petroleum Corporation 118,000 * 3,189 *
OCM Convertible Trust 1,180,000 * 8,918 *
Ohio National Fund, Inc., on behalf
of its Equity Income Portfolio 30,000 * 810 *
Ondeo Nalco 40,000 * 1,081 *
Onex Industrial Partners 1,950,000 * 52,702 *
Palladin Securities LLC 1,200,000 * 32,432 *
Paloma Securities LLC 5,000,000 2.50 135,135 *
Partner Reinsurance Company Ltd. 330,000 * 8,918 *
Pebble Capital Inc. 650,000 * 17,567 *
Physician Life 183,000 * 4,945 *
Policemen and Firemen Retirement System of 503,000 * 13,594 *
the City of Detroit
Port Authority of Allegheny County
Retirement and Disability Allowance Plan
for the Employees Represented by Local 85 615,000 * 16,621 *
of the Amalgamated Transit Union (5)
Pro-mutual 603,000 * 16,297 *
Qwest Occupational Health Trust 55,000 * 1,486 *
Ramius Capital Group 300,000 * 8,108 *
RAM Trading Ltd 1,750,000 * 47,297 *
7
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
Raytheon Master Pension Trust 200,000 * 5,405 *
RCG Halifax Master Fund, LTD 550,000 * 14,864 *
RCG Latitude Master Fund, LTD 2,500,000 1.25 67,567 *
RCG Multi Strategy A/C LP 1,250,000 * 33,783 *
Robertson Stephens 5,000,000 2.50 135,135 *
Rockhaven Fund 80,000 * 2,162 *
Rockhaven Premier Dividend Fund 700,000 * 18,918 *
San Diego City Retirement 1,097,000 * 29,648 *
San Diego County Convertible 1,654,000 * 44,702 *
SCI Endowment Care Common Trust Fund - 20,000 * 540 *
First Union (5)
SCI Endowment Care Common Trust Fund - 70,000 * 1,891 *
National Fiduciary Services (5)
SCI Endowment Care Common Trust Fund - 30,000 * 810 *
Suntrust (5)
Screen Actors Guild Pension Convertible 500,000 * 13,513 *
S G Cowen Securities Corporation 1,500,000 * 40,540 *
Shell Pension Trust 320,000 * 8,648 *
Silvercreek Limited Partnership 1,100,000 * 29,729 *
Silvercreek II Limited 900,000 * 24,324 *
Southdown Pension Plan (5) 60,000 * 1,621 *
Southern Farm Bureau Life Insurance 185,000 * 4,999 *
Starvest Combined Portfolio 190,000 * 5,135 *
State of Connecticut Combined Investment 1,705,000 * 46,081 *
Fund
State of Maryland Retirement Agency 2,575,000 1.29 69,594 *
State Street Bank Custodian for GE Pension 1,585,000 * 42,837 *
Trust
Sunrise Partners LLC 9,200,000 4.60 248,648 *
The Dow Chemical Company Employees' 1,150,000 * 27,631 *
Retirement Plan (5)
8
Principal amount Number of
of notes shares of
beneficially Percentage common Percentage of
owned that may be of notes stock that common stock
Name sold outstanding may be sold(1) outstanding (2)
------------------------------------------- ------------------ ----------- ------------- ---------------
The Fondren Foundation (5) 35,000 * 945 *
The Grable Foundation 95,000 * 2,567 *
Trustmark Insurance Company 280,000 * 7,567 *
2000 Revocable Trust FBO A.R. Lauder / 6,000 * 162 *
Zinterhofer
Union Carbide Retirement Account (5) 600,000 * 16,216 *
United Food and Commercial Workers Local 270,000 * 7,297 *
1262 and Employee Pension Fund (5)
Vanguard Convertible Securities Fund, Inc. 1,945,000 * 52,567 *
Vopak USA Inc., Retirement Plan (f.k.a. Van 140,000 * 3,783 *
Waters & Rogers, Inc. Retirement Plan) (5)
Wake Forest University 686,000 * 18,540 *
Wake Forest University Convertible Arbitrage 355,000 * 9,594 *
Writers Guild Industry Health Fund 293,000 * 7,918 *
Wyoming State Treasurer 971,000 * 26,243 *
Any other holder of notes or future
transferee, pledgee, donee or successor of 20,778,000 10.39 561,567 1.82
any holder (3)
------------ ------ --------- ----
Total.............................. $200,000,000 100.00% 5,405,400 (4) 15.13%
============ ====== ============= ======
---------------------------
* Less than 1%.
(1) Assumes conversion of all of the holder's notes at a conversion rate
of 27.027 shares of common stock per $1,000 principal amount of notes.
However, this conversion rate will be subject to adjustment as
described under "Description of Notes--Conversion Rights." As a
result, the amount of common stock issuable upon conversion of the
notes may increase or decrease in the future.
(2) Calculated based on 30,315,494 shares of common stock outstanding as
of
9
December 31, 2001. In calculating this amount for each selling
security holder, we treated as outstanding that number of shares of
common stock issuable upon conversion of all of that holder's notes.
However, we did not assume the conversion of any other holder's notes,
except in calculating the percentage for all selling security holders
as a group.
(3) Information about other selling security holders will be set forth in
prospectus supplements, if required.
(4) Column does not add up correctly because the fractional shares to
which the holders would be entitled have been disregarded.
(5) Pursuant to an Investment Management Agreement, CALAMOS(R) Investments
is not acting individually, but solely as an Investment Manager for
the selling security holder.
(6) The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment
Company Act of 1940, as amended, or a private investment account
advised by Fidelity Management and Research Company ("FMR Co."). FMR
Co. is a Massachusetts corporation and an investment advisor
registered under Section 203 of the Investment Advisers Act of 1940,
as amended, and provides investment advisory services to each of such
Fidelity entities identified above, and to other registered investment
companies and to certain other funds which are generally offered to a
limited group of investors. FMR Co. is a wholly owned subsidiary of
FMR Corp. ("FMR"), a Massachusetts corporation. The holdings are as of
January 23, 2002.
We prepared this table based on the information supplied to us on or
before March 11, 2002 by the selling security holders named in the table. The
selling security holders listed in the above table may have sold or transferred,
in transactions exempt from the registration requirements of the Securities Act,
some or all of their notes since the date they have supplied the information to
us. Information about the selling security holders may change further over time.
Any changed information supplied to us will be set forth in future prospectus
supplements.
None of the selling security holders listed above has, or within the
past three years has had, any position, office or other material relationship
with us or any of our predecessors or affiliates.
Because the selling security holders may offer all or some of their
notes or the underlying common stock from time to time, we cannot estimate the
amount of the notes or the underlying common stock that will be held by the
selling security holders upon the termination of any particular offering. See
"Plan of Distribution."
10