PHOTRONICS INC — Earnings Release 2010

Feb 17, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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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) February 16, 2010

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 |
| --- |
| On February 16,
2010, the Company issued a press release reporting first quarter fiscal
2010 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 February 16, 2010 |
| | 99.2 | Condensed
Consolidated Statements of Operations |
| | 99.3 | Condensed
Consolidated Balance Sheets |
| | 99.4 | Condensed
Consolidated Statements of Cash Flows |
| | 99.5 | Reconciliation
of GAAP to Pro Forma Financial
Information |

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:
Richelle E. Burr
Vice President, General
Counsel

PHOTRONICS, INC.