UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MAY 2008 (NO. 3)
TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)
RAMAT GAVRIEL INDUSTRIAL PARK
P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 23105
(Address of principal executive offices)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL FILE ANNUAL
REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F.
FORM 20-F [X] FORM 40-F [_]
INDICATE BY CHECK MARK WHETHER BY FURNISHING THE INFORMATION CONTAINED IN
THIS FORM, THE REGISTRANT IS ALSO THEREBY FURNISHING THE INFORMATION TO THE
COMMISSION PURSUANT TO RULE 12G3-2(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
YES [_] NO [X]
Entry into Merger Agreement
On May 19, 2008, Tower Semiconductor Ltd. ("Tower") entered into an Agreement
and Plan of Merger and Reorganization (the "Merger Agreement") with Jazz
Technologies, Inc. (the "Jazz") and Armstrong Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Tower ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will be merged with and into Jazz,
with Jazz continuing as the surviving corporation and a wholly-owned subsidiary
of Tower (the "Merger"). At the effective time of the Merger (the "Effective
Time"), each outstanding share of common stock of Jazz will be converted into
the right to receive 1.8 (the "Exchange Ratio") ordinary shares of Tower. The
Merger Agreement provides that at the Effective Time, each outstanding option of
Jazz and each outstanding warrant of Jazz will be assumed by Tower and will
become exercisable for ordinary shares of Tower. The number of shares subject to
each option and warrant and the applicable exercise prices will be adjusted
based on the Exchange Ratio. All other terms of such options and warrants will
continue after the Effective Time. The board of directors of Jazz has approved
the Merger Agreement and the Merger.
Prior to the Effective Time, Tower will execute a supplemental indenture
providing that each holder of Jazz's 8% convertible senior notes due 2011 then
outstanding will have the right to convert such notes into ordinary shares of
Tower based upon the conversion rate in effect immediately prior to the
Effective Time. The Merger is intended to constitute a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code. The
obligations of the parties to consummate the Merger are subject to certain
conditions in favor of both parties. The closing of the transactions
contemplated by the Merger Agreement is expected to take place in the second
half of calendar 2008.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is attached as Exhibit 2.1 hereto, and is incorporated
into this report by reference. The Merger Agreement has been attached to provide
investors with information regarding its terms. It is not intended to provide
any other factual information about Tower or Jazz. In particular, the assertions
embodied in the representations and warranties contained in the Merger Agreement
are qualified by information in confidential disclosure schedules provided by
Tower and Jazz to each other in connection with the signing of the Merger
Agreement. These disclosure schedules contain information that modifies,
qualifies and creates exceptions to the representations and warranties set forth
in the Merger Agreement. Moreover, certain representations and warranties in the
Merger Agreement were used for the purpose of allocating risk between Tower and
Jazz rather than establishing matters as facts. Accordingly, you should not rely
on the representations and warranties in the Merger Agreement as
characterizations of the actual state of facts about Tower or Jazz.
On May 19, 2008, Tower and Jazz issued a joint press release announcing their
entry into the Merger Agreement, which is attached as Exhibit 99.1 hereto, and
is incorporated into this report by reference.
ABOUT TOWER SEMICONDUCTOR LTD.
Tower Semiconductor Ltd. is a pure-play independent specialty wafer foundry
established in 1993. The company manufactures integrated circuits with
geometries ranging from 1.0 to 0.13-micron; it also provides complementary
technical services and design support. In addition to digital CMOS process
technology, Tower offers advanced mixed-signal & RF-CMOS, Power Management, CMOS
image-sensor and non-volatile memory technologies. To provide world-class
customer service, the company maintains two manufacturing facilities, each with
standard and specialized process technology processes: Fab 1 ranging from 1.0 to
0.35 and Fab 2 featuring 0.18 and 0.13-micron. Tower's web site is located at
http://www.towersemi.com.
ABOUT JAZZ TECHNOLOGIES AND JAZZ SEMICONDUCTOR
Jazz Technologies(TM) (AMEX:JAZ - News) is the parent company of Jazz
Semiconductor, Inc., a leading independent wafer foundry focused on
Analog-Intensive Mixed-Signal (AIMS) process technologies. The company's broad
product portfolio includes digital CMOS and specialty technologies, such as RF
CMOS, Analog CMOS, Silicon and SiGe BiCMOS, SiGe C-BiCMOS, Power CMOS and High
Voltage CMOS. These technologies are designed for customers who seek to produce
analog and mixed-signal semiconductor devices that are smaller and more highly
integrated, power-efficient, feature-rich and cost-effective than those produced
using standard process technologies. Jazz customers target the wireless and
high-speed wireline communications, consumer electronics, automotive and
industrial end markets. Jazz's executive offices and its U.S. wafer fabrication
facilities are located in Newport Beach, CA. Jazz Semiconductor also has
engineering and manufacturing support in Shanghai, China. For more information,
please visit http://www.jazztechnologies.com and http://www.jazzsemi.com.
FORWARD-LOOKING STATEMENTS
This Form 6-K contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, including statements concerning Tower's proposed merger with Jazz. These
statements are based on management's current expectations and beliefs and are
subject to a number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. For example,
statements of expected synergies, customer benefits, costs savings, financial
guidance, the timing of closing, industry ranking, execution of integration
plans and management and organizational structure are all forward-looking
statements. The potential risks and uncertainties include, among others, the
possibility that the merger does not close or that the closing may be delayed,
that expected customer benefits, synergies and costs savings will not be
achieved or that the companies are unable to successfully execute their
integration strategies, that the companies may be required to modify the terms
of the transaction to achieve regulatory approval or for other reasons, that
prior to or after the closing of the merger, the businesses of the companies may
suffer due to uncertainty, as well as other risks applicable to both Tower's and
Jazz's business described in the reports filed by Tower and Jazz with the
Securities and Exchange Commission (the "SEC") and, in the case of Tower, the
Israel Securities Authority. These filings identify and address other important
factors that could cause Tower's and Jazz's respective financial and operational
results to differ materially from those contained in the forward-looking
statements set forth in this document. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on the
results of operations or financial condition of Tower or Jazz. Tower and Jazz
are providing this information as of the date of this Form 6-K and neither Tower
nor Jazz undertakes any obligation to update any forward-looking statements
contained in this Form 6-K as a result of new information, future events or
otherwise.
A more complete discussion of risks and uncertainties that may affect the
accuracy of forward-looking statements included in this press release or which
may otherwise affect Tower's business is included under the heading "Risk
Factors" in Tower's most recent filings on Forms 20-F, F-3 and 6-K, as were
filed with the SEC and the Israel Securities Authority.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT
In connection with the proposed merger, Tower intends to file with the SEC a
Registration Statement on Form F-4 that will contain a Proxy
Statement/Prospectus and related materials and Jazz expects to mail to its
stockholders the final Proxy Statement/Prospectus containing information about
Tower, Jazz and the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS, CAREFULLY
AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT TOWER, JAZZ AND THE PROPOSED MERGER. Investors and
security holders will be able to obtain free copies of the Registration
Statement on Form F-4, the Proxy Statement/Prospectus and other relevant
materials and documents filed by Tower or Jazz with the SEC, when they become
available, through the web site maintained by the SEC at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
relating to the proposed merger filed with the SEC by Tower by directing a
request by mail to Tower Semiconductor Ltd, P.O. BOX 619, Migdal Haemek, Israel
23105, Attn: Investor Relations or by telephone at +972-4-6506936. Investors and
security holders may obtain free copies of the documents relating to the
proposed merger filed with the SEC by Jazz by directing a request by mail to
Jazz Technologies, Inc., 4321 Jamboree Road, Newport Beach, California 92660,
Attn: Investor Relations or by telephone at +1 415 445-3236.
Tower, Jazz and their respective executive officers and directors, under SEC
rules, may be deemed to be participants in the solicitation of proxies from the
stockholders of Jazz in connection with the proposed merger. Investors and
security holders may obtain information regarding the special interests of these
executive officers and directors in the proposed merger by reading the Proxy
Statement/Prospectus filed with the SEC when it becomes available. Additional
information regarding Tower's executive officers and directors is included in
Tower's Form 20-F for the year ended December 31, 2006, which was filed with the
SEC on June 25, 2007. Additional information regarding the executive officers
and directors of Jazz is included in Jazz's Proxy Statement for its 2008 Annual
Meeting of Stockholders, which was filed with the SEC on April 7, 2008. These
documents are available free of charge at the SEC's web site at www.sec.gov and
are also available free of charge from Investor Relations at Tower and Jazz by
contacting Tower and Jazz as described above.
This Form 6-K, including all exhibits hereto, is hereby incorporated by
reference into (1) all effective registration statements filed by us under the
Securities Act of 1933 and (2) our Registration Statement No. 333-148747 on Form
F-3, as amended.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger and Reorganization by and among Jazz
Technologies, Inc., Armstrong Acquisition Corp. and the
Registrant, dated as of May 19, 2008.
99.1 Joint Press Release issued May 19, 2008.*
*Incorporated by reference from Tower's Form 425 filed on May 19, 2008.
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, thereunto duly authorized.
TOWER SEMICONDUCTOR LTD.
Date: May 20, 2008 By: /s/ Nati Somekh Gilboa
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Nati Somekh Gilboa
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger and Reorganization by and among Jazz
Technologies, Inc., Armstrong Acquisition Corp. and the
Registrant, dated as of May 19, 2008.
99.1 Joint Press Release issued May 19, 2008.*
*Incorporated by reference from Tower's Form 425 filed on May 19, 2008.