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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading
Symbols(s)
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Name of Each Exchange on Which Registered
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(NASDAQ Global Market)
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PREFERRED STOCK PURCHASE RIGHTS
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N/A
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N/A
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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Emerging growth company
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DOCUMENTS INCORPORATED BY
REFERENCE
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Proxy Statement for the 2021
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Annual Meeting of Shareholders
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Incorporated into Part III
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to be held on March 11, 2021
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of this Form 10-K
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1. |
Change page number 72 to page number 73 in the last paragraph of Management’s Report on Internal Control over Financial Reporting.
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2. |
Delete the last sentence of the fourth paragraph of Management’s Report on Internal Control over Financial Reporting.
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3. |
Add the section Remediation of Material Weakness to Management’s Report on Internal Control over Financial Reporting
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ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Exhibit
Number
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Description
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31.3*
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Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
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31.4*
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Certification of the Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.
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*
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Filed herewith.
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PHOTRONICS, INC.
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(Registrant)
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By
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/s/ John P. Jordan |
By
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/s/ Eric Rivera |
John P. Jordan
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
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Eric Rivera
Vice President, Corporate Controller
(Principal Accounting Officer)
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January 22, 2021
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January 22, 2021
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By
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/s/ Peter S. Kirlin |
January 22, 2021
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Peter S. Kirlin
Chief Executive Officer
Director
(Principal Executive Officer)
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By
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/s/ John P. Jordan |
January 22, 2021
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John P. Jordan
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
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By
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/s/ Eric Rivera |
January 22, 2021
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Eric Rivera
Vice President, Corporate Controller
(Principal Accounting Officer)
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By
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/s/ Constantine S. Macricostas |
January 22, 2021
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Constantine S. Macricostas
Chairman of the Board
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/s/ Walter M. Fiederowicz |
January 22, 2021
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Walter M. Fiederowicz
Director
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By
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/s/ Daniel Liao |
January 22, 2021
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Daniel Liao
Director
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By
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/s/ George Macricostas |
January 22, 2021
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George Macricostas
Director
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By
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/s/ Mary Paladino |
January 22, 2021
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Mary Paladino
Director
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By
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/s/ Mitchell G. Tyson |
January 22, 2021
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Mitchell G. Tyson
Director
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1. |
I have reviewed this Annual Report on Form 10-K/A of Photronics, Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
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d) |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
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b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Peter S. Kirlin | |
Peter S. Kirlin
Chief Executive Officer
January 22, 2021
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1. |
I have reviewed this Annual Report on Form 10-K/A of Photronics, Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
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d) |
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
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b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ John P. Jordan | |
John P. Jordan
Chief Financial Officer
January 22, 2021
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