Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Statement No. 333-82080
PROSPECTUS SUPPLEMENT NO. 15
(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 October 24, 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 Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
MFS Total Return Fund (10) $ 1,000,000 * 27,027 *
2
After giving effect to the addition of the foregoing selling security holder and
the addition of a new footnote (10), 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 October 24, 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 Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (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 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 *
3
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
AmSouth Bank Custodian for
AmSouth VA Equity Income Fund 2,100,000 1.05 56,756 *
AmSouth Bank Custodian for
Silect Equity Variable Annuity 1,320,000 * 35,675 *
Fund
Arapahoe County Colorado 49,000 * 1,324 *
Arbitex Master Fund L.P. (9) 9,000,000 4.50 243,243 *
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. 3,465,000 1.73 93,648 *
#1 Pension Plan 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 *
4
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
CALAMOS(R) Convertible Fund -
CALAMOS(R) Investment Trust 2,400,000 1.20 64,864 *
(5)
CALAMOS(R) Convertible Growth
and Income Fund - CALAMOS(R) 4,400,000 2.20 118,918 *
Investment Trust (5)
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 *
5
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
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 *
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 180,000 * 4,864 *
GVIT Equity Income Fund
Goldman Sachs and Company 3,430,000 1.71 92,702 *
Grady Hospital Foundation 107,000 * 2,891 *
Granville Capital Corporation 2,000,000 1.00 54,054 *
6
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
HFR Convertible Arbitrage
Account 190,000 * 5,135 *
HFR Master Fund, LTD. (5) 50,000 * 1,351 *
HSBC Trustee, Zola Managed
Trust 200,000 * 5,405 *
H.K. Porter Company, Inc. (5) 15,000 * 405 *
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 (Cayman
Island) Limited 2,000,000 1.00 54,054 *
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 *
Lyxor Master Fund, c/o Zola
Capital Management 300,000 * 8,108 *
Macomb County Employees'
Retirement System (5) 145,000 * 3,918 *
Man Convertible Bond Master
Fund, Ltd. 8,208,000 4.10 221,837 *
7
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
McMahan Securities Co., L.P. 1,500,000 * 40,540 *
MFS Total Return Fund (10) 1,000,000 * 27,027 *
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 *
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 *
8
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
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 615,000 * 16,621 *
Represented by Local 85 of the
Amalgamated Transit Union (5)
Pro-mutual 603,000 * 16,297 *
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 *
9
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Sage Capital 100,000 * 2,702 *
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 *
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 2,575,000 1.29 69,594 *
Agency
10
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
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 *
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 *
11
Number of
Principal shares of Percentage
amount of notes common of common
beneficially Percentage stock that stock
owned that of notes may be sold outstanding
Name may be sold outstanding (1) (2)
---- ----------- ----------- --- ---
Any other holder of notes or future
transferee, pledgee, donee or 0 - 0 -
successor of any holder (3) ________________ ________ _____________ _________
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.
(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
12
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 October 24, 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.
(9) The entity also owns an additional $6,500,000 principal amount of the
notes, which it purchased, in registered form, in the open market.
(10) This entity (the "Fund") has advised us that, to the best of its
knowledge, the Fund has no position, office or other material
relationship with us or any of our affiliates and that, while other
funds and accounts advised by Massachusetts Financial Services Company
("MFS") may own securities issued by us, MFS has no knowledge of any
other position, office or other material relationship between the
Fund's affiliates and us or any of our affiliates.
We prepared this table based on the information supplied to us on or
before October 24, 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. Some of the selling security holders
may hold additional notes that have been registered under the Securities Act.
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
13
common stock that will be held by the selling security holders upon the
termination of any particular offering. See "Plan of Distribution."
14
The last sentence of the sixth paragraph under "Plan of Distribution" on page
41 of the prospectus is hereby amended to read as follows:
"The selling security holders may also sell the notes or the underlying
common stock short and deliver notes or the underlying common stock to
close out short positions, or loan or pledge notes or the underlying
common stock to broker-dealers or financial institutions that, in turn,
may sell the notes or the underlying common stock."