Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Statement No. 333-82080
PROSPECTUS SUPPLEMENT NO. 3
(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 20, 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 Number of
amount of notes shares of
beneficially Percentage of common stock Percentage of
owned that may notes that may be common stock
Name be sold outstanding sold (1) outstanding (2)
---- ------- ----------- -------- ---------------
CIBC World Markets $1,000,000 * 27,027 *
Clinton Multistrategy Master
Fund, Ltd. 4,000,000 2.00% 108,108 *
Clinton Riverside Convertible
Portfolio Limited 4,000,000 2.00 108,108 *
WPG Convertible
Arbitrage Overseas
Master Fund, L.P. 2,500,000 1.25 67,567 *
2
After giving effect to the addition of the foregoing selling security holders
and the correction of several typographical errors, 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 19,
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 Number of
amount of notes shares of
beneficially Percentage of common stock Percentage of
owned that may notes that may be common stock
Name be sold outstanding 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 Equity Income Fund 2,100,000 1.05 56,756 *
AmSouth Bank Custodian for
Silect Equity Variable Annuity
Fund 1,320,000 * 35,675 *
3
Principal Number of
amount of notes shares of
beneficially Percentage of common stock Percentage of
owned that may notes that may be common stock
Name be sold outstanding sold (1) outstanding (2)
---- ------- ----------- -------- ---------------
Arapahoe County Colorado 49,000 * 1,324 *
Argent Classic Convertible
Arbitrage Fund L.P. 500,000 * 13,513 *
Argent Classic Convertible
Arbitrage Fund (Bermuda) Ltd. 2,000,000 1.00 54,054 *
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 dtd. 4/1/89 3,465,000 1.73 93,648 *
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)
Investment Trust (5) 4,400,000 2.20 118,918 *
CALAMOS(R) Convertible
Portfolio - CALAMOS(R) Advisors
Trust (5) 65,000 * 1,756 *
CALAMOS(R) Convertible
Technology Fund - CALAMOS(R) 65,000 * 1,756 *
4
Principal Number of
amount of shares of Percentage
notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Investment Trust (5)
CALAMOS(R) Global Convertible
Fund - CALAMOS(R) Investment
Trust (5) 70,000 * 1,891 *
CALAMOS(R) Market Neutral Fund -
CALAMOS(R) Investment Trust (5) 10,500,000 5.25 283,783 *
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 *
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 Capital Management LLC) 490,000 * 13,243 *
Delta Pilots Disability and
Survivorship Trust (5) 200,000 * 5,405 *
Delta Pilots D & S Trust (c/o
Oaktree Capital Management LLC) 270,000 * 7,297 *
5
Principal Number of
amount of shares of Percentage
notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
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
Convertible Securities Fund (6) 11,680,000 5.84 315,675 1.03
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. (5) 15,000 * 405 *
Independence Blue Cross 64,000 * 1,729 *
Innovest Finanzdienstleistungs AG 580,000 * 15,594 *
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 *
Lipper Convertibles, L.P. 1,500,000 * 40,540 *
6
Principal Number of
amount of shares of Percentage
notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
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 *
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 - 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 *
New Orleans Firefighters Pension
/ Relief Fund 110,000 * 2,972 *
Nicholas Applegate Convertible
Fund 1,395,000 * 37,702 *
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
Portfolio 30,000 * 810 *
7
Principal Number of
amount of shares of Percentage
notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
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 Detroit 503,000 * 13,594 *
Port Authority of Allegheny
County Retirement and Disability
Allowance Plan for the Employees
Represented by Local 85 of the
Amalgamated Transit Union (5) 615,000 * 16,621 *
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 *
Raytheon Master Pension Trust 200,00 * 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 *
8
Principal Number of
amount of shares of Percentage
notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
SCI Endowment Care Common
Trust Fund - National Fiduciary
Services (5) 70,000 * 1,891 *
SCI Endowment Care Common
Trust Fund - Suntrust (5) 30,000 * 810 *
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 *
SPT (5) 710,000 * 19,189 *
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 *
9
Principal Number of
amount of shares of Percentage
notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Union Carbide Retirement
Account (5) 600,000 * 16,216 *
United Food and Commercial
Workers Local 1262 and
Employee Pension Fund (5) 270,000 * 7,297 *
Vanguard Convertible Securities
Fund, Inc. 1,945,000 * 52,567 *
Vopak USA Inc., Retirement Plan
(f.k.a. Van Waters & Rogers, Inc.
Retirement Plan) (5) 140,000 * 3,783 *
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 *
Any other holder of notes or future
transferee, pledgee, donee
or successor of any holder (3) 10,228,000 5.11 276,432 *
---------- ---- ------- ----
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 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.
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(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.
We prepared this table based on the information supplied to us on or before
March 19, 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."
11