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): February 23, 2004 ------------------- PHOTRONICS, INC. ---------------- (Exact Name of Registrant as specified in its charter) Connecticut 0-15451 06-0854886 ---------------------- -------------------- ---------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 15 Secor Road, Brookfield, CT 06804 ----------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 775-9000 --------------- N/A -------- (Former name or former address, if changed since last report): Item 5. Other Events On February 23, 2004, Photronics, Inc. (the "Company") issued a press release reporting the resignation of Dan Del Rosario, the Company's Chief Executive Officer and member of its Board of Directors, effective February 23, 2004. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release dated February 23, 2004 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. By: /s/ Sean T. Smith --------------------------------- Name: Sean T. Smith Title: Vice President and Chief Financial Officer Date: February 24, 2004 Exhibit Index Exhibit Number Description -------------- ----------- 99.1 Press Release dated February 23, 2004