FORM 10-Q/A


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                               


FORM 10-Q/A

x

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

    

For the quarterly period ended August 3, 2003

     

OR

o

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

For the transition period from ___ to ___

     

                                                                                                                  

     

Commission file number 0-15451          

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut
(State or other jurisdiction
of incorporation or organization
)

                                                                        

06-0854886
(IRS Employer
Identification Number)

15 Secor Road, Brookfield, Connecticut 06804

(Address of principal executive offices and zip code)

(203) 775-9000

(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes 
x  No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes 
x  No  o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

                                    

Outstanding at September 4, 2003

Common Stock, $0.01 par value

                                 

32,327,368 Shares

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Explanatory Note

     Pursuant to this Form 10-Q/A, the Company amends the following items of its quarterly report on Form 10-Q for the quarterly period ended August 3, 2003:

     The Form 10-Q has been amended to conform the disclosure in Item 4 of Part I with respect to the Company's      disclosure controls and procedures, with the SEC's amended requirements in Item 307 of Regulation S-K.

     The Form 10-Q has also been amended to include in Item 6 of Part II the Rule 13a-14(a)/15d-14(a) certifications and      the Section 1350 certifications filed as exhibits to this Form 10-Q/A.

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PART I.  FINANCIAL INFORMATION

Item 4.  Controls and Procedures

     The Company's chief executive officer and chief financial officer have concluded that, as of the end of the third fiscal quarter of 2003, the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934, as amended.

PART II.  OTHER INFORMATION

Item 6.

   

Exhibits and Reports on Form 8-K

 

 

 

 

 

 

      

 

(a)

   

Exhibits

   

     

  

  

 

  

  

  

  

     

   

 

   

Exhibit
Number

   


Description

       

      

 

  

      

    

    

31.1

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer dated September 15, 2003.

 

 

 

 

 

 

 

31.2

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer dated September 15, 2003.

 

 

 

 

 

 

 

31.3

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer dated October 27, 2003.

 

 

 

 

 

 

 

31.4

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer dated October 27, 2003.

 

 

 

 

 

 

 

   

   

 

   

32.1

   

Section 1350 Certification of the Chief Executive Officer dated September 15, 2003.

       

    

 

  

   

   

   

       

   

 

  

32.2

   

Section 1350 Certification of the Chief Financial Officer dated September 15, 2003.

 

 

 

 

 

 

 

32.3

Section 1350 Certification of the Chief Executive Officer dated October 27, 2003.

 

 

 

 

 

 

 

32.4

Section 1350 Certification of the Chief Financial Officer dated October 27, 2003.

   

   

   

   

   

   

   

  

  

(b)

  

Report on Form 8-K

       

    

  

  

   

   

   

       

  

  

  

  (i)

  

Form 8-K dated August 20, 2003.

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SIGNATURES

     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 thereunto duly authorized.

Photronics, Inc.

(Registrant)

               

                         

By:

/s/ SEAN T. SMITH


Sean T. Smith

Vice President

Chief Financial Officer

(Duly Authorized Officer and

Principal Financial Officer)

Date:  October 27, 2003

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