Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Statement No. 333-82080
PROSPECTUS SUPPLEMENT NO. 14
(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 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 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 *
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
October 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 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 Fund 1,320,000 * 35,675 *
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. #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 *
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 (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) Investment
Trust (5) 65,000 * 1,756 *
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 *
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 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 *
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 *
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 *
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 Portfolio 30,000 * 810 *
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 *
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)
---- ----------- ----------- --- ---
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 *
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 *
Sage Capital 100,000 * 2,702 *
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)
---- ----------- ----------- --- ---
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 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 *
SG Hambros Trust Company
(Jersey) Ltd as
Trustee of the
Lyxor Master Fund 300,000 * 8,108 *
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 *
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
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 *
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 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.
(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 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.
(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.
We prepared this table based on the information supplied to us on or
before October 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. 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 common stock that will be held by the
selling security holders upon the termination of any particular offering. See
"Plan of Distribution."
13