Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Statement No. 333-82080
PROSPECTUS SUPPLEMENT NO. 10
(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 June 7, 2002.
The table of selling security holders beginning on page 36 of the prospectus is
hereby amended to add the entity named below as selling security holder:
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- ----- ---------------
Credit Suisse First
Boston Corporation $ 1,500,000 * 40,540 *
2
After giving effect to the addition of the foregoing selling security holder,
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 June 7, 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.
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (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 *
AIM Alternative Asset Partners 15,000 * 405 *
Alpha US Sub Fund 4, LLC 415,000 * 11,216 *
Allentown City Firefighters Pension Plan 29,000 * 783 *
Allentown City Officers & Employees Pension 11,000 * 297 *
Fund
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 Equity Income Fund 2,100,000 1.05 56,756 *
3
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- ----- ---------------
AmSouth Bank Custodian for
Silect Equity Variable Annuity 1,320,000 * 35,675 *
Fund
Arapahoe County Colorado 49,000 * 1,324 *
Argent Classic Convertible Arbitrage Fund L.P. 500,000 * 13,513 *
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)Investment Trust (5) 2,400,000 1.20 64,864 *
CALAMOS(R)Convertible Growth
and Income Fund - CALAMOS(R) 4,400,000 2.20 118,918 *
Investment Trust (5)
4
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ------------ ----------- ----- ---------------
CALAMOS(R)Convertible
Portfolio - CALAMOS(R) Advisors 65,000 * 1,756 *
Trust (5)
CALAMOS(R)Convertible
Technology Fund - CALAMOS(R) 65,000 * 1,756 *
Investment Trust (5)
CALAMOS(R)Global Convertible
Fund - CALAMOS(R) Investment 70,000 * 1,891 *
Trust (5)
CALAMOS(R)Market Neutral Fund -
CALAMOS(R) Investment Trust (5) 10,500,000 5.25 283,783 *
Castle Convertible Fund, Inc. 1,250,000 * 33,783 *
Chrysler Corporation Master
Retirement Trust 2,035,000 1.01 54,999 *
CIBC World Markets 1,000,000 * 27,027 *
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 *
Clinton Multistrategy Master
Fund, Ltd. 4,000,000 2.00 108,108 *
Clinton Riverside Convertible
Portfolio Limited 4,000,000 2.00 108,108 *
Consulting Group Capital Markets
Funds (5) 250,000 * 6,756 *
Credit Suisse First Boston
Corporation 1,500,000 * 40,540 *
DeAm Convertible Arbitrage 3,300,000 1.65 89,189 *
Delta Airlines Master Trust (5) 950,000 * 25,675 *
5
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- ------ ---------------
Delta Air Lines Master Trust (c/o
Oaktree Capital Management 490,000 * 13,243 *
LLC)
Delta Pilots Disability and
Survivorship Trust (5) 200,000 * 5,405 *
Delta Pilots D & S Trust (c/o
Oaktree Capital Management 270,000 * 7,297 *
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 300,000 * 8,108 *
Fund II
Fidelity Financial Trust: Fidelity 11,680,000 5.84 315,675 1.03
Convertible Securities Fund (6)
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 *
Goldman Sachs and Company 500,000 * 13,513 *
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. (5) 15,000 * 405 *
6
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- ------ ---------------
Independence Blue Cross 64,000 * 1,729 *
Innovest Finanzdienstleistungs AG 580,000 * 15,594 *
Jefferies Umbrella Fund US
Convertible Bonds 270,000 * 7,297 *
KBC Financial Products USA Inc. 250,000 * 6,756 *
Kettering Medical Center Funded
Depreciation Account (5) 35,000 * 945 *
Knoxville Utilities Board
Retirement System (5) 120,000 * 3,243 *
Lincoln National Global Asset
Allocation Fund Inc. 40,000 * 1,081 *
Lipper Convertibles, L.P. 1,500,000 * 40,540 *
Lipper Offshore Convertibles, L.P. 1,500,000 * 40,540 *
Louisiana Workers' Compensation
Corporation (5) 150,000 * 4,054 *
Lumbermans 491,000 * 13,270 *
Lyxor Master Fund Ref:
Argent/LowLev CB 1,230,000 * 33,243 *
Macomb County Employees'
Retirement System (5) 145,000 * 3,918 *
Man Convertible Bond Master
Fund, Ltd. 8,208,000 4.10 221,837 *
McMahan Securities Co., L.P. 1,500,000 * 40,540 *
Microsoft Corporation 410,000 * 11,081 *
Minnesota Power and Light 125,000 * 3,378 *
Morgan Stanley & Co. (7) 1,500,000 * 40,540 *
Motion Pictures Industry 545,000 * 14,729 *
Motion Picture Industry Health
Plan - Active Member Fund 190,000 * 5,135 *
Motion Picture Industry Health
Plan - Retiree Member Fund 80,000 * 2,162 *
Municipal Employees 183,000 * 4,945 *
7
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- ------- ---------------
New Orleans Firefighters Pension
/ Relief Fund 110,000 * 2,972 *
Nicholas Applegate Convertible
Fund 1,529,000 * 41,324 *
Nicholas Applegate Global
Holdings LP 35,000 * 945 *
1976 Distribution Trust FBO A.R.
Lauder / Zinterhofer 7,000 * 189 *
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 30,000 * 810 *
Portfolio
Ondeo Nalco 40,000 * 1,081 *
Onex Industrial Partners Limited 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 *
Physicians Life 183,000 * 4,945 *
Policemen and Firemen
Retirement System of the City of 503,000 * 13,594 *
Detroit
Port Authority of Allegheny
County Retirement and Disability
Allowance Plan for the Employees
Represented by Local 85 of the 615,000 * 16,621 *
Amalgamated Transit Union (5)
Pro-mutual 603,000 * 16,297 *
8
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- ----- ---------------
Putnam Asset Allocation Funds-
Balanced Portfolio 310,000 * 8,378 *
Putnam Asset Allocation Funds-
Conservative Portfolio 240,000 * 6,486 *
Putnam Convertible Income-
Growth Trust 2,180,000 1.09 58,918 *
Putnam Convertible Opportunities
and Income Trust 80,000 * 2,162 *
Putnam Variable Trust-Putnam VT
Global Asset Allocation Fund 80,000 * 2,162 *
Qwest Occupational Health Trust 55,000 * 1,486 *
Ramius Capital Group 300,000 * 8,108 *
RAM Trading Ltd 1,750,000 * 47,297 *
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 - First Union (5) 20,000 * 540 *
SCI Endowment Care Common
Trust Fund - National Fiduciary 70,000 * 1,891 *
Services (5)
SCI Endowment Care Common
Trust Fund - Suntrust (5) 30,000 * 810 *
Screen Actors Guild Pension
Convertible 500,000 * 13,513 *
9
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ----------- ----------- --------- ---------------
S G Cowen Securities Corporation 1,500,000 * 40,540 *
SG Hambros Trust Company
(Jersey) Ltd as Trustee of the 300,000 * 8,108 *
Lyxor Master Fund
Shell Pension Trust 320,000 * 8,648 *
Silverado Arbitrage Trading, Ltd. 500,000 * 13,513 *
Silvercreek Limited Partnership 1,100,000 * 29,729 *
Silvercreek II Limited 900,000 * 24,324 *
Sisters of Good Shepherd 100,000 * 2,702 *
Southdown Pension Plan (5) 60,000 * 1,621 *
Southern Farm Bureau Life
Insurance 185,000 * 4,999 *
SPT (5) 710,000 * 19,189 *
St. Thomas Trading, Ltd. 13,468,000 6.73 363,999 1.18
Starvest Combined Portfolio 190,000 * 5,135 *
State Employees' Retirement Fund
of the State of Delaware 810,000 * 21,891 *
State of Connecticut Combined
Investment Fund 1,705,000 * 46,081 *
State of Maryland Retirement
Agency 2,575,000 1.29 69,594 *
State Street Bank Custodian for
GE Pension Trust 1,585,000 * 42,837 *
Sunrise Partners LLC 9,200,000 4.60 248,648 *
The Dow Chemical Company
Employees' Retirement Plan (5) 1,150,000 * 27,631 *
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 / Zinterhofer 6,000 * 162 *
10
Number of
Principal shares of
amount of notes common stock
beneficially Percentage of that may be Percentage of
owned that notes sold common stock
Name may be sold outstanding (1) outstanding (2)
---- ------------- ----------- ----- ---------------
Union Carbide Retirement
Account (5) 600,000 * 16,216 *
United Food and Commercial
Workers Local 1262 and 270,000 * 7,297 *
Employee Pension Fund (5)
Vanguard Convertible Securities
Fund, Inc. 1,945,000 * 52,567 *
Vopak USA Inc., Retirement Plan
(f.k.a. Van Waters & Rogers, Inc. 140,000 * 3,783 *
Retirement Plan) (5)
Wake Forest University 686,000 * 18,540 *
Wake Forest University
Convertible Arbitrage 355,000 * 9,594 *
WPG Convertible Arbitrage
Overseas Master Fund, L.P 2,500,000 1.25 67,567 *
Writers Guild Industry Health
Fund 293,000 * 7,918 *
Wyoming State Treasurer 971,000 * 26,243 *
Zurich Institutional Benchmark
Master Fund Ltd. 1,000,000 * 27,027 *
Any other holder of notes or future
transferee, pledgee, donee
or successor of any holder (3) 0 - 0 -
---------------- ------- ------------- ------
Total.............................. $200,000,000 (8) 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 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.
11
(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., a Massachusetts corporation. The holdings are as of January
23, 2002.
(7) The entity owns 1,200,000 of our 6.00% convertible subordinated notes
due 2004. Further, Morgan Stanley & Co. Incorporated acted as one of
the initial purchasers in connection with the offer and sale of the
notes in December 2001.
(8) The figures in this column are based on information supplied to us, as
of June 7, 2002, by the respective selling security holders named in
the table. As of that date, these selling security holders had
supplied us with information indicating that, collectively, they owned
more than $200,000,000 aggregate principal amount of notes (which
would be convertible into more than 5,405,400 shares of common stock),
reflecting, we believe, that one or more selling security holders
supplied us with information for inclusion in the table and then sold
their notes in transactions exempt from the registration requirements
of the Securities Act to persons who also supplied us with information
with respect to the same notes. However, since this prospectus would
not be applicable to any sale of notes after they have been publicly
sold utilizing this prospectus, no more than $200,000,000 principal
amount of notes could be sold utilizing this prospectus and,
accordingly, the $200,000,000 total in this column has been retained
and represents the maximum principal amount of notes that could be
sold hereunder.
12
We prepared this table based on the information supplied to us on or
before June 7, 2002 by the selling security holders named in the table. The
selling security holders listed in the above table may have sold or transferred,
pursuant to the prospectus or 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.
Other than as noted above, 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."
13