PHOTRONICS INC — Earnings Release 2012

May 15, 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) May 14, 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 May 14, 2012 the Company issued a press release reporting second
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 May 15, 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 April 29, 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 May 14, 2012 |
| 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 Non-GAAP Financial
Information |
| 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: May 15, 2012
Richelle E. Burr
Vice President, General
Counsel

PHOTRONICS, INC.