FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of June 2006 No. 7
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 June 21, 2006, the Registrant announced the publication of a prospectus
for an underwritten public offering in Israel. 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: June 21, 2006 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
TOWER SEMICONDUCTOR ANNOUNCES PUBLICATION OF A PROSPECTUS
FOR AN UNDERWRITTEN PUBLIC OFFERING IN ISRAEL
MIGDAL HAEMEK, Israel - June 21, 2006 - Tower Semiconductor Ltd. (NASDAQ: TSEM;
TASE: TSEM), a pure-play independent specialty foundry, announced today that it
published a prospectus in Israel in connection with the underwritten offering to
the public in Israel of units consisting of convertible debentures, warrants for
shares and options for convertible debentures.
A total of 78,000 units are being offered at a minimum price per unit of NIS
1,785 (approximately $400). If the offering is completed, Tower expects to raise
immediate gross proceeds of approximately $31 million from the offering. Of the
units offered, 80% have been initially allocated to institutional investors who
have made firm bid commitments and the balance will be offered to the public in
Israel. The underwriters have committed to purchase the balance to the extent
not purchased by the public. The offering is expected to be completed on or
about June 29, 2006; however, there is no assurance that the offering will be
completed. The listing for trading on the Tel-Aviv Stock Exchange of the
securities included in the units and the underlying shares has been approved by
the Israeli Securities Authority and by the Tel Aviv Stock Exchange.
Each unit consists of (i) convertible debentures in the face amount of NIS 2,100
(approximately $470), (ii) five options each exercisable for three months for
NIS 100 principal amount of convertible debentures at an exercise price equal to
85% of their face amount (iii) 140 warrants each exercisable for three months
for one Tower ordinary share at a price of NIS 6.75 (approximately $1.51) and
(iv) 70 warrants each exercisable for three years for one Tower ordinary share
at a price of NIS 7.40 (approximately $1.66). The convertible debentures will be
convertible into Tower's ordinary shares at a conversion rate of one ordinary
share per NIS 8.4 (approximately $1.89) principal amount of convertible
debentures. The convertible debentures will carry a zero coupon with principal
payable at maturity in December 2011, at a premium of 37% over face value,
linked to the Israeli Consumer Price Index (CPI). The conversion price will be
subject to reduction in certain limited circumstances. The terms of the
convertible debentures and other securities included in the units are more fully
described in the prospectus. The minimum bid price for the convertible
debentures included in each unit is 85% of their face amount or NIS 1,785
(approximately $400); the other securities included in each unit are being
offered for no additional consideration.
The offering described in this press release is being made in Israel to
residents of Israel only. The securities being 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 U.S. persons, 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.
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