FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of November 2006
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 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 November 1, 2006, Tower Semiconductor announces it Completes a Private
Placement of Approximately $10.3 million in Equity, 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.
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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: November 1, 2006 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
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TOWER SEMICONDUCTOR COMPLETES A PRIVATE PLACEMENT OF
APPROXIMATELY $10.3 MILLION IN EQUITY
MIGDAL HAEMEK, Israel - November 1, 2006 - Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, announced today
that it received and accepted orders from Israeli investors in a private
placement for 58,150 units, each comprised of 100 ordinary shares and 50
warrants. Each unit was sold at a price of NIS 759 (approximately $177). The
price of the ordinary shares included in the units was identical to the closing
price of the Company's shares on the Tel-Aviv Stock Exchange on Sunday, October
29, 2006 (NIS 7.59 per share). Total immediate proceeds amounted to
approximately NIS 44.1 million (approximately $10.3 million).
Under Israeli securities laws, the securities are subject to a statutory
lock-up. The Company has undertaken to file a prospectus with the Israel
Securities Authority to allow for the unrestricted trade of the securities.
Each warrant is exercisable at any time during a period of four years at a price
per share equal to a 25% premium to the market price of the Company's shares at
the date the prospectus is published or the first date the securities may be
sold under Israel's statutory lock-up rules, but not higher than NIS 9.48
(approximately $2.20). This private placement represents less than 3% of the
share capital of Tower, on a fully-diluted basis.
Poalim I.B.I Underwriting & Issuing Ltd. and Clal Finance Underwriting Ltd.
acted as co-lead placement agents for the transaction.
In addition, the Company granted a green shoe option to the placement agents for
up to approximately NIS 10.7 million ($2.5 million), which is exercisable until
the earlier of December 1, 2006 or the date the prospectus is published, unless
agreed to otherwise.
The offering described in this press release was extended to Israeli residents
only. The securities offered have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or sold in the
United States or to persons of the U.S., absent registration or an applicable
exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the securities described herein.
All figures in dollars are presented herein for convenience only, based on
current exchange rates.
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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 approximately 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 approximately 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
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