FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of July 2005 No. 2
TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)
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 Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form 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]
On July 27, 2005, the Registrant announced a proposed rights distribution.
Attached hereto is a copy of the press release.
This Form 6-K is being incorporated by reference into all effective
registration statements filed by us under the Securities Act of 1933.
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: July 27, 2005 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
TOWER SEMICONDUCTOR ANNOUNCES PROPOSED RIGHTS
DISTRIBUTION
MIGDAL HAEMEK, Israel -- July 27, 2005 -- Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, announced that it
has filed today with the United Stated Securities and Exchange Commission and
the Israel Securities Authority a Registration Statement with respect to a
proposed distribution of rights to purchase convertible debentures, following
the amendment to the Facility Agreement with its banks that was signed on July
24th.
All of Tower's shareholders as of the record date, yet to be determined, will be
offered the opportunity to participate in this $50 million offering.
Certain of Tower's major shareholders have committed to purchase from Tower
$24.5 million principal amount of convertible debentures. The registration
statement covers the distribution of rights to purchase up to the remaining
$25.5 million principal amount of debentures convertible into Tower ordinary
shares. If all of the rights described above are exercised, the debentures would
be convertible into 45,454,545 ordinary shares, including the ordinary shares
that may result from the conversion of debentures that certain of Tower's major
shareholders committed to purchase as described above.
The rights will be distributed to Tower's shareholders as of the record date, as
well as holders of options to purchase Tower's ordinary shares under eligible
share option plans. The terms of the proposed rights distribution and
convertible debentures are described in the prospectus included in the
registration statement.
The distribution of the rights is anticipated to commence as soon as reasonably
practicable after the effective date of the registration statement. The record
date for the determination of shareholders and option holders entitled to
receive rights in the distribution has not yet been set. The terms of the
distribution and the securities offered are subject to change and there is no
assurance that the Company will proceed with the distribution.
Copies of the preliminary prospectus for the rights distribution, when
available, may be obtained from Tower Semiconductor at PO Box 619, Migdal
Haemek, Israel 23105, Attention: Corporate Secretary, telephone: +972 4 650
6109.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. The debentures that certain of
Tower's major shareholders have committed to purchase and the shares issuable
upon their conversion are not covered by the registration statement and will be
issued in a transaction exempt from registration. This Press Release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
ABOUT TOWER SEMICONDUCTOR LTD.
Tower Semiconductor Ltd. is a pure-play independent specialty 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 non-volatile memory solutions, mixed-signal
and CMOS image-sensor technologies. To provide world-class customer service, the
company maintains two manufacturing facilities: Fab 1 has process technologies
from 1.0 to 0.35 micron and can produce up to 16,000 150mm wafers per month. Fab
2 features 0.18 micron and below standard and specialized process technologies
and has a current capacity of up to 15,000 200mm wafers per month. Tower's
website is located at www.towersemi.com
CONTACT:
Tower Semiconductor
Ilanit Vudinsky, +972 4 650 6434
ilanitvu@towersemi.com
or
Pacifico Inc.
PR Agency Contact
Mary Curtis, +1 408 293 8600
mcurtis@pacifico.com
or
Fusion IR & Communications
Investor Relations Contact
Sheldon Lutch, +1 212 268 1816
sheldon@fusionir.com