8-K

UNITED STATES
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)     August 18, 2009   

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter) 

Connecticut	0-15451	06-0854886
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

15 Secor Road, Brookfield, CT	06804
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, including area code    (203) 775-9000  

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR  240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition
	On August 18, 2009, the Company issued a press release reporting third quarter fiscal 2009 results. A copy of the press release is attached to this 8-K.

Item 9.01.	Financial Statements and Exhibits
(d) Exhibits
99.1	Press Release dated August 18, 2009
99.2	Condensed Consolidated Statement of Operations
99.3	Condensed Consolidated Balance Sheets
99.4	Condensed Consolidated Statements of Cash Flows

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 hereunto duly authorized.

PHOTRONICS, INC. 

(Registrant)

DATE	August 19, 2009	BY	/s/ Richelle E. Burr
			Richelle E. Burr
			Vice President, Associate General Counsel

PHOTRONICS, INC. 

EX-99.1

Press Release	FOR FURTHER INFORMATION: Scott J. Gish Vice President Corporate Communications (203)775-9000 sgish@photronics.com
FOR IMMEDIATE RELEASE
August 18, 2009

PHOTRONICS REPORTS THIRD QUARTER RESULTS

RESULTS INCLUDE IMPACT OF CONSOLIDATION AND WARRANT CHARGES

Third Quarter Highlights (sequential results excluding the effects of restructure and impairment charges):

• Sales increased 14.6%
• High-end IC sales increased 23%
• High-end FPD sales increased 41%
• Gross margin increased by 520 basis points
• Operating margin improved by $7.6 million
• Working capital increased by $37 million

     BROOKFIELD, Connecticut August 18, 2009 -- Photronics, Inc. (Nasdaq:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported fiscal 2009 third quarter results for the period ended August 2, 2009.

     Sales for the third quarter were $95.4 million, down 9.7% compared to $105.7 million for the third quarter of fiscal year 2008. Sales of semiconductor photomasks accounted for $71.7 million, or 75.1% of revenues during the third quarter of fiscal 2009, and sales of flat panel display (FPD) photomasks accounted for $23.7 million, or 24.9% of revenues.

     Net loss for the third quarter of fiscal year 2009 was $22.8 million, or $0.55 loss per share, compared to a net loss of $205.6 million, or $4.93 per share, for the third quarter of fiscal 2008. Net loss for the third quarter of fiscal 2009 included after tax charges of approximately $10.7 million in connection with the Company’s previously disclosed closures of its operations in Shanghai, China and Manchester, United Kingdom and a non-cash mark-to-market charge of $6.8 million for warrants relating to its May 2009 credit facility amendment. Excluding the effect of the aforementioned charges, the Company’s adjusted net loss for the third quarter of fiscal year 2009 was $5.3 million, or $0.13 loss per share.

-- more --

PHOTRONICS REPORTS THIRD QUARTER RESULTS.............................................PAGE TWO

     Sales for the first nine months of 2009 were $266.7 million, down 16.5% from the $319.2 million for the first nine months of fiscal 2008. Net loss for the first nine months of fiscal 2009 amounted to $43.2 million, or $1.03 loss per share, which included the impact of consolidation, impairment and warrant charges, as compared to the prior year’s first nine months net loss of $211 million, or $5.07 loss per share which included the impact of impairment charges. Net loss for the first nine months of 2009 included after tax charges of approximately $20.1 million in connection with warrants and the announced restructurings in China and the United Kingdom. Excluding the effect of the aforementioned charges, the Company's adjusted net loss for the first nine months of 2009 was $23.0 million, or $0.55 loss per share.

     Constantine (“Deno”) Macricostas, Photronics’ chairman and chief executive officer commented, “The significant sequential sales growth achieved this quarter encompassed all product lines and technology nodes. The revenue growth was a result of successfully executing our high-end market penetration strategy which was clearly evident during the last few weeks of the quarter. The combination of superior sequential revenue performance coupled with continued management of operating expenses allowed Photronics to achieve an operating profit of $4.2 million, excluding restructuring costs,” concluded Macricostas.

     A conference call with investors and the media to discuss these results is scheduled for 8:30 a.m. Eastern time on Wednesday, August 19, 2009. The live dial-in number is (719) 325-2232. The call can also be accessed by logging onto Photronics’ web site at www.photronics.com.

# # #

Photronics is a leading worldwide manufacturer of photomasks. Photomasks are high precision quartz plates that contain microscopic images of electronic circuits. A key element in the manufacture of semiconductors and flat panel displays, photomasks are used to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits, a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. They are produced in accordance with product designs provided by customers at strategically located manufacturing facilities in Asia, Europe, and North America. Additional information on the Company can be accessed at www.photronics.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of Photronics, Inc. and its subsidiaries (the Company). The forward-looking statements contained in this press release and other parts of Photronics’ web site involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices, and other factors as discussed in filings with the U. S. Securities and Exchange Commission (SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements.

14-2009

PLAB - E

EX-99.2

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Nine Months Ended
	August 2,			July 27,			August 2,			July 27,
	2009			2008			2009			2008
Net sales	$	95,401		$	105,697		$	266,676		$	319,242
Costs and expenses:
Cost of sales		(77,347	)		(91,813	)		(226,622	)		(264,487	)
Selling, general and administrative		(9,963	)		(13,741	)		(30,995	)		(43,620	)
Research and development		(3,854	)		(4,298	)		(11,655	)		(13,148	)
Consolidation, restructuring and related charges		(10,660	)		-			(12,746	)		-
Impairment of goodwill and long-lived assets		-			(205,408	)		(1,458	)		(205,408	)
Operating loss		(6,423	)		(209,563	)		(16,800	)		(207,421	)
Other income (expense), net		(14,220	)		(2,575	)		(22,845	)		(6,340	)
Loss before income taxes and minority interest		(20,643	)		(212,138	)		(39,645	)		(213,761	)
Income tax benefit (provision)		(1,805	)		7,020			(2,927	)		4,216
Loss before minority interest		(22,448	)		(205,118	)		(42,572	)		(209,545	)
Minority interest		(399	)		(474	)		(580	)		(1,456	)
Net loss	$	(22,847	)	$	(205,592	)	$	(43,152	)	$	(211,001	)
Loss per share:
Basic	$	(0.55	)	$	(4.93	)	$	(1.03	)	$	(5.07	)
Diluted	$	(0.55	)	$	(4.93	)	$	(1.03	)	$	(5.07	)
Weighted average number of common shares outstanding:
Basic		41,819			41,662			41,772			41,642
Diluted		41,819			41,662			41,772			41,642

EX-99.3

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)

	August 2,		November 2,
	2009		2008
Assets
Current assets:
Cash, cash equivalents and short-term
investments of $146 in 2009 and $1,343 in 2008	$	85,677	$	85,106
Accounts receivable		68,993		68,095
Inventories		15,459		17,548
Other current assets		10,263		11,748
Total current assets		180,392		182,497
Property, plant and equipment, net		354,572		436,528
Investment in joint venture		60,930		65,737
Other intangibles, net		56,715		62,386
Other assets		19,402		10,859
	$	672,011	$	758,007
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term borrowings	$	31,424	$	20,630
Accounts payable and accrued liabilities		71,496		95,448
Total current liabilities		102,920		116,078
Long-term borrowings		155,922		202,979
Deferred income taxes and other liabilities		17,465		6,552
Minority interest		49,695		49,616
Shareholders' equity		346,009		382,782
	$	672,011	$	758,007

EX-99.4

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

	Nine Months Ended
	August 2,			July 27,
	2009			2008
Cash flows from operating activities:
Net loss	$	(43,152	)	$	(211,001	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization		64,419			79,794
Minority interest in income of consolidated subsidiaries		580			1,456
Consolidation, restructuring, and related charges		10,517			-
Impairment of goodwill and long-lived assets		1,458			205,408
Changes in assets and liabilities and other		7,785			(9,740	)
Net cash provided by operating activities		41,607			65,917
Cash flows from investing activities:
Purchases of property, plant and equipment		(29,867	)		(94,941	)
Purchases of short-term investments and other		-			(327	)
Proceeds from sales of investments and other		996			3,558
Distribution from joint venture		5,000			-
Investment in joint venture		-			(2,598	)
Net cash used in investing activities		(23,871	)		(94,308	)
Cash flows from financing activities:
Repayments of long-term borrowings		(39,342	)		(179,968	)
Proceeds from long-term borrowings		27,204			139,640
Payments of deferred financing fees		(4,317	)		(498	)
Other		(88	)		(452	)
Net cash used in financing activities		(16,543	)		(41,278	)
Effect of exchange rate changes on cash		575			790
Net increase (decrease) in cash and cash equivalents		1,768			(68,879	)
Cash and cash equivalents, beginning of period		83,763			146,049
Cash and cash equivalents, end of period	$	85,531		$	77,170
Supplemental disclosure of cash flow information:
Change in accrual for purchases of property, plant and equipment	$	(18,712	)	$	(40,144	)
Capital lease obligation for purchases of property, plant and equipment	$	(28,244	)	$	61,662
Common stock warrants issuance and fair value adjustment	$	10,086		$	-