-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JSCJfeDvoWUABEdP9VPjaoSUX1+i1/Z4YWP4iwvNBJsGRhITkVxNMtxINgYYNynD KWhfyICCRiS7NqH45QbpFA== 0000810136-00-000008.txt : 20000329 0000810136-00-000008.hdr.sgml : 20000329 ACCESSION NUMBER: 0000810136-00-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000328 ITEM INFORMATION: FILED AS OF DATE: 20000328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOTRONICS INC CENTRAL INDEX KEY: 0000810136 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 060854886 STATE OF INCORPORATION: CT FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15451 FILM NUMBER: 581261 BUSINESS ADDRESS: STREET 1: 1061 INDIANTOWN RD STREET 2: SUITE 318 CITY: JUPITER STATE: FL ZIP: 33477 BUSINESS PHONE: 5617451222 MAIL ADDRESS: STREET 1: 15 SECOR ROAD STREET 2: P O BOX 5226 CITY: BROOKFIELD STATE: CT ZIP: 06804 FORMER COMPANY: FORMER CONFORMED NAME: PHOTRONIC LABS INC DATE OF NAME CHANGE: 19900514 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2000 .....Photronics, Inc...... (Exact name of registrant as specified in its charter) Connecticut 0-15451 06-0854886 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of Incorporation) 1061 East Indiantown Road, Jupiter, FL 33477 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 745-1222 _______________________________________________________________ (Former name or former address, if changed since last report.) Item 5. Other Events On March 27, 2000, Photronics, Inc., AL Acquisition Corp. and Align-Rite International, Inc. entered into Amendment No. 2 to the Agreement and Plan of Merger dated as of September 15, 1999 (as amended by Amendment No. 1 dated as of January 10, 2000). Amendment No. 2 is filed herewith as an exhibit. Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) See Exhibits Index 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 hereunto duly authorized. Photronics, Inc. /s/ JEFFREY P. MOONAN ---------------------------- March 28, 2000 By: Jeffrey P. Moonan Title: Executive VP Finance & Administration EXHIBITS INDEX Exhibit No. Description - ----------- ----------- 2.1 Amendment No. 2 to Agreement and Plan of Merger dated as of March 27, 2000. EX-2.1 2 Exhibit No. 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 (the "Amendment"), dated as of March 27, 2000, is entered into by and among Photronics, Inc., a Connecticut corporation ("Parent"), AL Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Align-Rite International, Inc., a California corporation (the "Company"). WHEREAS, Parent, Merger Sub and the Company have previously executed and delivered that certain Agreement and Plan of Merger, dated as of September 15, 1999, by and among Parent, Merger Sub and the Company, as amended by Amendment No. 1, dated as of January 10, 2000, by and among Parent, Merger Sub and the Company (the "Merger Agreement"); and WHEREAS, Parent, Merger Sub and the Company desire to amend the Merger Agreement as set forth herein and pursuant to Section 7.3 of the Merger Agreement NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and Company hereby agree as follows: 1. Definitions. Capitalized terms used herein but not expressly defined shall have the meanings accorded such terms in the Merger Agreement. 2. Amendment of Section 5.17 of the Merger Agreement. Section 5.17 of the Merger Agreement is hereby amended and restated to read, in its entirety, as follows: "Section 5.17. Sale of Shares by Parent. Parent, prior to the Effective Date, will sell shares of Parent Common Stock acquired by it within the two years preceding the Effective Date so that the accounting by the Parent of the business combination to be effected by the Merger as a "pooling of interests" will not be adversely affected; provided that Parent shall have until the earlier of (i) May 30, 2000 or (ii) the 20th day following the satisfaction of the condition set forth in Section 6.1(d) to effect such sale." 3. Amendments of Section 7.1 of the Merger Agreement. All references in subsections (b), (c) and (e) of Section 7.1 of the Merger Agreement to "March 31, 2000" are hereby amended to read "May 31, 2000." 4. Authority. Each of Parent and Merger Sub has full corporate power and authority to enter into this Amendment. The execution and delivery of this Amendment and the consummation by each of Parent and Merger Sub of the transactions contemplated by the Merger Agreement, as amended hereby, have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub. This Amendment has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except insofar as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The Company has full corporate power and authority to enter into this Amendment. The execution and delivery of this Amendment and the consummation by the Company of the transactions contemplated by the Merger Agreement, as amended hereby, have been duly and validly authorized by the Board of Directors of the Company. This Amendment has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to any applicable conflicts of law. 6. Counterparts; Effect. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 7. Merger Agreement Confirmed. Except as amended hereby, the Merger Agreement is ratified and confirmed in all respects. Each reference in the Merger Agreement or any other related document to the Merger Agreement, the Agreement or this Amendment shall be deemed to a reference to the Merger Agreement as amended hereby. IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as ofthe date first written above. PHOTRONICS, INC. By: /s/ MICHAEL J. YOMAZZO ----------------------------------- Name: Michael J. Yomazzo Title: Vice Chairman By: /s/ JEFFREY P. MOONAN ----------------------------------- Name: Jeffrey P. Moonan Title: Executive Vice President Finance and Administration AL ACQUISITION CORP. By: /s/ MICHAEL J. YOMAZZO ---------------------------------- Name: Michael J. Yomazzo Title: President By: /s/ JEFFREY P. MOONAN ---------------------------------- Name: Jeffrey P. Moonan Title: Vice President ALIGN-RITE INTERNATIONAL, INC. By: /s/ JAMES L. MACDONALD ---------------------------------- Name: James L. MacDonald Title: Chairman of the Board, Chief Executive Officer and President By: /s/ PETAR N. KATURICH ------------------------------------ Name: Petar N. Katurich Title: Vice President of Finance, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----