PHOTRONICS INC — Earnings Release 2012

Dec 5, 2012

8-K 1 photronics_8k.htm CURRENT REPORT

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) December 4, 2012

| 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 December 4, 2012, the Company
issued a press release reporting fourth quarter fiscal 2012 results. A
copy of the press release is attached to this 8-K. A copy of the press release is
furnished as Exhibit 99.1 to this report. The information contained in
this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and
99.6 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 and shall not be incorporated by reference
in any filing under the Securities Act of 1933 except as shall be
expressly set forth by specific reference in such filing. On December 5, 2012, the Company
will conduct a conference call during which certain unaudited, non-GAAP
EBITDA financial information related to the Company’s operations for the
three months ended October 28, 2012 will be disclosed. This information is
set forth in Exhibit 99.6. EBITDA is a non-GAAP financial
measure that the Company defines pursuant to its credit agreement. The
Company believes that EBITDA is generally accepted as providing useful
information regarding the operational strength and performance of its
business, including the ability of the Company to pay interest, service
debt and fund capital expenditures. The Company’s method for calculating
EBITDA may not be comparable to methods used by other companies but is the
same method the Company uses for calculating EBITDA under its credit
facility. |

Item 9.01 . Financial Statements and Exhibits

| (d)
Exhibits | |
| --- | --- |
| 99.1 | Press Release dated
December 4, 2012 |
| 99.2 | Reconciliation of GAAP
to Non-GAAP Financial Information |
| 99.3 | Condensed Consolidated
Statements of Income |
| 99.4 | Condensed Consolidated
Balance Sheets |
| 99.5 | Condensed Consolidated
Statements of Cash Flows |
| 99.6 | Reconciliation of GAAP Net Income
to EBITDA |

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: December 5, 2012
Richelle E. Burr
Vice President, General Counsel

PHOTRONICS, INC.