The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||||
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0001337675 |
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Name of Issuer | |||||||||||||||||
Jazz Technologies, Inc. | |||||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||||
DELAWARE | |||||||||||||||||
Year of Incorporation/Organization | |||||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Jazz Technologies, Inc. | |||
Street Address 1 | Street Address 2 | ||
4321 JAMBOREE ROAD | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
NEWPORT BEACH | CALIFORNIA | 92660 | (949) 435-8000 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0000928876 |
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Name of Issuer | |||||||||||||||
TOWER SEMICONDUCTOR LTD | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
ISRAEL | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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TOWER SEMICONDUCTOR LTD | |||
Street Address 1 | Street Address 2 | ||
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | ||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
MIGDAL HAEMEK | ISRAEL | 23105 | 972-4-650-6611 |
3. Related Persons
Last Name | First Name | Middle Name |
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Mor | Rafi | |
Street Address 1 | Street Address 2 | |
4321 JAMBOREE ROAD | ||
City | State/Province/Country | ZIP/PostalCode |
NEWPORT BEACH | CALIFORNIA | 92660 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Principal Executive Officer and director of Jazz Technologies, Inc.Last Name | First Name | Middle Name |
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Ellwanger | Russell | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Chief Executive Officer and director of Tower Semiconductor Ltd. and Chairman of the Board of Jazz Technologies, Inc.Last Name | First Name | Middle Name |
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Bennett | Susanna | |
Street Address 1 | Street Address 2 | |
4321 JAMBOREE ROAD | ||
City | State/Province/Country | ZIP/PostalCode |
NEWPORT BEACH | CALIFORNIA | 92660 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Chief Financial Officer of Jazz Technologies Inc.Last Name | First Name | Middle Name |
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Shirazi | Oren | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Chief Financial Officer and Sr.V.P. of Finance of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Elstein | Amir | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Chairman of the Board of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Gilad | Nir | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Moskovitz | Ron | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Kaufman | Kalman | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Kornhauser | Alex | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Gross | Dana | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Flato | Ilan | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.Last Name | First Name | Middle Name |
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Guzman | Rami | |
Street Address 1 | Street Address 2 | |
RAMAT GAVRIEL INDUSTRIAL PARK | POB 619 | |
City | State/Province/Country | ZIP/PostalCode |
MIGDAL HAEMEK | ISRAEL | 23105 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Tower Semiconductor Ltd.4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
X | Over $100,000,000 | Over $100,000,000 | ||
Decline to Disclose | Decline to Disclose | |||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii)) | Rule 505 | |||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(i) | X | Rule 506 | ||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(ii) | Securities Act Section 4(5) | |||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(iii) | Investment Company Act Section 3(c) | |||||||||||||||||||||||||||||||||||
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7. Type of Filing
X | New Notice | Date of First Sale | 2010-07-15 | First Sale Yet to Occur | |||||
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X | Equity | Pooled Investment Fund Interests | |
X | Debt | Tenant-in-Common Securities | |
X | Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | |
X | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | X | Other (describe) |
Jazz Technologies entered into a private exchange with holders of old Jazz notes for $93,556,000 in principal amount of new Jazz notes and warrants exercisable for 25,254,070 Tower ordinary shares. |
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $5,000 | USD |
12. Sales Compensation
Recipient |
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Street Address 1 | Street Address 2 | ||||||
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City | State/Province/Country | ZIP/Postal Code | |||||
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13. Offering and Sales Amounts
Total Offering Amount | $93,556,000 | USD |
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Total Amount Sold | $93,556,000 | USD | ||||
Total Remaining to be Sold | $0 | USD |
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Clarification of Response (if Necessary):
Jazz Technologies entered into a private exchange with holders of old Jazz notes for $93,556,000 in principal amount of new Jazz notes and warrants exercisable for 25,254,070 Tower ordinary shares.14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |||
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $0 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
There were no cash proceeds.Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Jazz Technologies, Inc. | /s/ Susanna H. Bennett | Susanna H. Bennett | Chief Financial Officer | 2010-07-22 |
TOWER SEMICONDUCTOR LTD | /s/ Sheldon Krause | Sheldon Krause | Assistant Secretary | 2010-07-22 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.