UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Photronics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
719405102
(CUSIP Number)
October 14, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
----------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 Pages
CUSIP No. 719405102 13G Page 2 of 12 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, convertible into 2,847,308 shares of
Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, convertible into 2,847,308 shares of
Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$14,475,000 aggregate principal amount of 5.5% Convertible Senior
Notes due 2014, convertible into 2,847,308 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.08%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 719405102 13G Page 3 of 12 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Highbridge Statistical Opportunities Master Fund, L.P.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
8,443 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
8,443 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,443 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
PN
--------------------------------------------------------------------------------
CUSIP No. 719405102 13G Page 4 of 12 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
STAR L.P. (a sttistical arbitrage strategy)
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
15,000 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
15,000 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
15,000 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
PN
--------------------------------------------------------------------------------
CUSIP No. 719405102 13G Page 5 of 12 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, convertible into 2,847,308 shares of
Common Stock
23,443 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, convertible into 2,847,308 shares of
Common Stock
23,443 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$14,475,000 aggregate principal amount of 5.5% Convertible Senior
Notes due 2014, convertible into 2,847,308 shares of Common Stock
23,443 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.12%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
OO
--------------------------------------------------------------------------------
CUSIP No. 719405102 13G Page 6 of 12 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Glenn Dubin
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, convertible into 2,847,308 shares of
Common Stock
23,443 shares of Common Stock
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, convertible into 2,847,308 shares of
Common Stock
23,443 shares of Common Stock
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$14,475,000 aggregate principal amount of 5.5% Convertible Senior
Notes due 2014, convertible into 2,847,308 shares of Common Stock
23,443 shares of Common Stock
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.12%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 719405102 13G Page 7 of 12 Pages
Item 1.
(a) Name of Issuer
Photronics, Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices
15 Secor Road
Brookfield, CT 06804
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE STATISTICAL OPPORTUNITIES MASTER FUND, L.P.
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
STAR, L.P. (a statistical arbitrage strategy)
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Item 2(d) Title of Class of Securities
Common Stock, $0.01 par value ("Common Stock")
Item 2(e) CUSIP Number
719405102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
CUSIP No. 719405102 13G Page 8 of 12 Pages
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of the date of this filing, (i) Highbridge International LLC
beneficially owns $14,475,000 aggregate principal amount of 5.5% Convertible
Senior Notes due 2014, (the "Notes"), convertible into 2,847,308 shares of
Common Stock, (ii) Highbridge Statistical Opportunities Master Fund, L.P.
beneficially owns 8,443 shares of Common Stock, (iii) STAR, L.P. (a statistical
arbitrage strategy) beneficially owns 15,000 shares of Common Stock and (iv)
each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed the
beneficial owner of the $14,475,000 aggregate principal amount of Notes,
convertible into 2,847,308 shares of Common Stock beneficially owned by
Highbridge International LLC and the 23,443 shares of Common Stock beneficially
owned by Highbridge Statistical Opportunities Master Fund, L.P. and STAR, L.P.
(a statistical arbitrage strategy).
Highbridge Capital Management, LLC is the trading manager of Highbridge
International LLC, Highbridge Statistical Opportunities Master Fund, L.P. and
STAR, L.P. (a statistical arbitrage strategy). Glenn Dubin is the Chief
Executive Officer of Highbridge Capital Management, LLC. The foregoing should
not be construed in and of itself as an admission by any Reporting Person as to
beneficial ownership of shares of Common Stock owned by another Reporting
Person. In addition, each of Highbridge Capital Management, LLC and Glenn Dubin
disclaims beneficial ownership of shares of Common Stock held by Highbridge
International LLC, Highbridge Statistical Opportunities Master Fund, L.P. and
STAR, L.P. (a statistical arbitrage strategy).
(b) Percent of class:
CUSIP No. 719405102 13G Page 9 of 12 Pages
The Company's Quarterly Report for the quarterly period ended August 2,
2009 filed on Form 10-Q on September 3, 2009 indicates that as of September 1,
2009 there were 42,095,739 shares of Common Stock outstanding. In addition, the
press release attached as exhibit 99.1 to the Company's Current Report filed on
Form 8-K on September 17, 2009 indicates that the Company sold 11,084,337 shares
of Common Stock. As a result, as of the date hereof, there are 53,180,076 shares
of Common Stock outstanding. Therefore, based on the Company's outstanding
shares of Common Stock and, for purposes of clauses (i) and (iv) below, assuming
the conversion of the Notes, (i) Highbridge International LLC may be deemed to
beneficially own 5.08% of the outstanding shares of Common Stock of the Company,
(ii) Highbridge Statistical Opportunities Master Fund, L.P. may be deemed to
beneficially own 0.02% of the outstanding shares of Common Stock of the Company,
(iii) STAR, L.P. (a statistical arbitrage strategy) may be deemed to
beneficially own 0.03% of the outstanding shares of Common Stock of the Company
and (iv) each of Highbridge Capital Management, LLC and Glenn Dubin may be
deemed to beneficially own 5.12% of the outstanding shares of Common Stock of
the Company. The foregoing should not be construed in and of itself as an
admission by any Reporting Person as to beneficial ownership of shares of Common
Stock owned by another Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the
disposition of
See Item 4(a)
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
CUSIP No. 719405102 13G Page 10 of 12 Pages
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of October 20, 2009, by and among
Highbridge International LLC, Highbridge Statistical Opportunities Master Fund,
L.P., STAR, L.P. (a statistical arbitrage strategy), Highbridge Capital
Management, LLC and Glenn Dubin.
CUSIP No. 719405102 13G Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: October 20, 2009
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
------------------------------
Name: John Oliva By: /s/ John Oliva
Title: Managing Director -----------------------------
Name: John Oliva
Title: Managing Director
HIGHBRIDGE STATISTICAL OPPORTUNITIES
MASTER FUND, L.P.
/s/ Glenn Dubin
By: Highbridge Capital Management, LLC ---------------------------------
its Trading Manager GLENN DUBIN
By: /s/ John Oliva
------------------------------
Name: John Oliva
Title: Managing Director
STAR, L.P. (a statistical arbitrage strategy)
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
------------------------------
Name: John Oliva
Title: Managing Director
CUSIP No. 719405102 13G Page 12 of 12 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Stock, $0.01 par value, of Photronics, Inc., is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated as of October 20, 2009
HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
------------------------------
Name: John Oliva By: /s/ John Oliva
Title: Managing Director -----------------------------
Name: John Oliva
Title: Managing Director
HIGHBRIDGE STATISTICAL OPPORTUNITIES
MASTER FUND, L.P.
/s/ Glenn Dubin
By: Highbridge Capital Management, LLC ---------------------------------
its Trading Manager GLENN DUBIN
By: /s/ John Oliva
------------------------------
Name: John Oliva
Title: Managing Director
STAR, L.P. (a statistical arbitrage strategy)
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva
------------------------------
Name: John Oliva
Title: Managing Director