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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) | June 4, 2020 |

PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)

Connecticut | 0-15451 | 06-0854886
(State or Other Jurisdiction of) Incorporation | (Commission File Number) | (IRS Employer 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

| (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:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
COMMON STOCK, $0.01 par value per share | PLAB | NASDAQ Global Select Market
PREFERRED STOCK PURCHASE RIGHTS | N/A | N/A

Item 7.01. | Regulation FD Disclosure.

The investor presentation included as Exhibit 99.1 to this report may be presented at meetings with investors, analysts, and others on or after June 4, 2020. A copy of the presentation will be posted on the Photronics, Inc. website.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01. | Financial Statements and Exhibits.

(d) | Exhibits

| 99.1 | Photronics’ Investor Presentation dated June 4, 2020.

SIGNATURE
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)
| By: | /s/ Richelle E. Burr
| Name: | Richelle E. Burr
| Title: | Executive Vice President,
|  | Chief Administrative Officer,
|  | General Counsel and Secretary
Date: June 4, 2020 |  |