FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of November 2006 No. 2
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 Seeks Active Market
Makers to Maintain Inclusion of its Convertible Debentures on Nasdaq, 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 SEEKS ACTIVE MARKET MAKERS TO
MAINTAIN INCLUSION OF ITS CONVERTIBLE DEBENTURES ON NASDAQ
NO IMPACT ON TOWER'S ORDINARY SHARES OR OTHER SECURITIES
MIGDAL HAEMEK, ISRAEL - November 1, 2006 - Tower Semiconductor Ltd. (Nasdaq:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, today announced
that it received a letter from the Nasdaq Stock Market's Listing Qualifications
Department that the Company's debentures convertible into ordinary shares
(Nasdaq: TSEMG; TASE: TSEM.C2) has not maintained a minimum of two active market
makers, as required for continued inclusion by Marketplace Rule 4320(e)(1). In
accordance with the rule, the Company has until November 27, 2006, to regain
compliance.
Originally issued in January 2006, the convertible debentures may be converted
at any time into the Company's ordinary shares, at a price of $1.10 per share.
As of September 30, 2006, approximately $16.4 million of debentures, out of the
approximately $48.2 million originally issued, have been converted into ordinary
shares.
To regain compliance, at anytime before November 27, 2006, the debentures must
have at least two active market makers on the Nasdaq for 10 consecutive trading
days. If compliance with the rule cannot be demonstrated by November 27, 2006,
the Nasdaq will provide written notification that the debentures will be
delisted.
There is no impact from all the above on the listing of Tower's Ordinary Shares
on the Nasdaq and on the Tel Aviv Stock Exchange (TASE), including shares which
may be issued upon conversion of the debentures, and the listing of the
convertible debentures on the Tel Aviv Stock Exchange. The listing of all these
securities is to continue as usual.
The Company is in contact with market makers in the United States to make an
active market in the debentures; however there can be no assurance that the
Company will succeed in its efforts due to the low trading volume of the
debentures on Nasdaq.
If the convertible debentures will be delisted from Nasdaq, in addition to their
continued listing on the TASE, the convertible debentures will be freely
tradable in the United States in the over-the-counter market and transactions in
the debentures may be reportable on TRACE (a system operated by the NASD for the
reporting of transactions in over-the-counter traded debt securities).
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 non-volatile memory solutions, mixed-signal &
RF-CMOS, 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 and 0.13-micron, standard and specialized process
technologies, and has the current capacity of up to 15,000 200mm wafers per
month. Tower's Web site is located at http://www.towersemi.com.
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SAFE HARBOR
This press release includes forward-looking statements, which are subject to
risks and uncertainties. Actual results may vary from those projected or implied
by such forward-looking statements. Potential risks and uncertainties include,
without limitation, risks and uncertainties associated with: (i) the inability
of the Company to obtain the market maker participation necessary for the
continued trading of its January 2006 convertible debentures on the Nasdaq; and
(ii) the January 2006 convertible debentures not being quoted on TRACE. 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 our business is included under the heading "Risk Factors" in our most
recent Annual Report on Form 20-F, Forms F-1, F-3 and 6-K, as were filed with
the Securities and Exchange Commission and the Israel Securities Authority. We
do not intend to update, and expressly disclaim any obligation to update, the
information contained in this release.
CONTACT:
TOWER SEMICONDUCTOR
ILANIT VUDINSKY, +972 4 650 6434
ilanitvu@towersemi.com
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