SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Tower Semiconductor Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 1.00 Per Share
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(Title of Class of Securities)
M87915100
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(CUSIP Number)
Bradley A. Perkins
Vice President and General Counsel
Alliance Semiconductor Corporation
2575 Auugustine Drive
Santa Clara, California 95054
(408) 855-4900
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 2001
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(SC13D-07/99)
CUSIP No.M87915100 13D Page 2 of 10 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Alliance Semiconductor Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IRS I. D. # 77-0057842
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
2(d) OR 2(e)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,700,001 (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
20,268,728 (2) (with respect to certain matters as set forth
OWNED BY in the Consolidated Shareholders Agreement, dated as of
January 18, 2001, filed as an exhibit hereto)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,700,001 (1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
120,268,728 (2) with respect to certain matters as set forth
in the Consolidated Shareholders Agreement, dated as of
January 18, 2001, filed as an exhibit hereto)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,268,728 (2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.6% (based on the number of shares of Issuer Ordinary Shares outstanding
as of January 18, 2001 as represented by the Issuer)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1) Represents 866,551 shares currently held of record by Alliance Semiconductor
Corporation ("Alliance") plus 1,833,450 shares purchasable by Alliance within
sixty (60) days of the date hereof upon the exercise of Warrants (as defined in
Item 4 below) held by Alliance. Such shares are subject to certain voting and
disposition restrictions and obligations as described more fully in footnote (2)
and Item 4 below.
(2) 20,268,728 shares of Tower Semiconductor Ltd. ("Issuer") ordinary shares are
subject to a Consolidated Shareholders Agreement ("Consolidated Shareholders
Agreement") dated as of January 18, 2001 by and among Alliance and certain
shareholders of Issuer (discussed in Item 4 below). The Consolidated
Shareholders Agreement filed as an Exhibit hereto provides certain obligations
and restrictions with respect to the voting and disposition of the Issuer Shares
held by the Shareholders (as defined below). The terms of the Consolidated
Shareholders Agreement are hereby specifically incorporated by reference herein.
Neither the filing of this this amendment No. 2 to a statement on Schedule 13D
("Amendment No. 2") nor any of its contents shall be deemed to constitute an
admission by Alliance that it is the beneficial owner of any of the shares of
Issuer covered by the Consolidated Shareholders Agreement, other than the shares
held of record by Alliance, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed. The reporting person expressly
disclaims (i) the existence of any group and (ii) beneficial ownership with
respect to any shares other than the shares currently held of record or
purchasable within sixty (60) days of the date hereof by such reporting person
(See Item 5). Based on the number of ordinary shares of Issuer outstanding as of
January 18, 2001(as represented by Issuer on January 28, 2001), the number of
ordinary shares of Issuer covered by the Consolidated Shareholders Agreement
represents approximately 74.6% of the outstanding ordinary shares of Issuer.
CUSIP No.M87915100 13D Page 3 of 10 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This Amendment No. 2, which relates to the ordinary shares, par value NIS 1.00
per share ("Issuer Shares"), of Tower Semiconductor Ltd., an Israeli
corporation, supplements and amends the Statement on Schedule 13D originally
filed with the Securities and Exchange Commission on January 28, 2001 (the
"Statement"), as amended by Amendment No. 1 to such Statement filed on February
1, 2001. The principal executive offices of the Issuer are located at P.O. Box
619, Migdal Haemek, Israel 23105.
________________________________________________________________________________
Item 2. Identity and Background.
(a)-(c), (f) This Amendment No. 2 is being filed by Alliance Semiconductor
Corporation, a Delaware corporation. The address of the principal office and
principal business of Alliance is 2527 Augustine Drive, Santa Clara, CA 95054.
Alliance is a leading worldwide supplier of high performance memory and memory
intensive logic products. Alliance's product lines include Static Random Access
Memory (SRAM), Dynamic Random Access Memory (DRAM), Flash memory and embedded
memory and logic products. Alliance designs, develops and markets its products
to the networking, telecommunication, instrumentation, consumer and computing
markets. Alliance manufactures its products through independent manufacturing
facilities, using advanced CMOS process technologies with line widths as narrow
as 0.18um. Set forth in Schedule A is the name and present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of Alliance's
directors and executive officers, as of the date hereof. The information
contained in Schedule A is incorporated herein in its entirety by reference.
To the best knowledge of Alliance, set forth in Schedule B is the name and
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of the directors and executive officers, as of the date hereof, of
each corporation which, along with Alliance, may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by Alliance that a group exists. The information contained in Schedule
B is incorporated herein in its entirety by reference.
The Israel Corporation ("TIC") is an Israeli corporation and is one of Israel`s
major holding companies. TIC's principal executive office is located at
Millennium Tower, 23rd and 24th Floors, 23 Aranha Street, Tel-Aviv, 61070.
SanDisk Corporation, Inc. ("SanDisk") is a Delaware corporation that designs,
manufactures and markets flash memory storage products that are used in a wide
variety of electronic systems. SanDisk's principal office is located at 140
Caspian Court, Sunnyvale, CA 94089.
Macronix International Co., Ltd. ("Macronix) is a Taiwanese corporation that is
a provider of customer/application drive non-volatile memory requiring
state-of-the-art technology. Macronix's principal executive office is located at
6F, No. 196, Sec 2, Cheng Kuo North Road, Taipei, Taiwan, R.O.C.
(d) - (e) During the past five years, neither Alliance nor, to Alliance's
knowledge, TIC, SanDisk, Macronix, or any person named in Schedule A or B to
this Statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to Federal or
State securities laws or finding any violation with respect to such laws.
(f) Not applicable.
CUSIP No.M87915100 13D Page 4 of 10 Pages
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Effective January 26, 2001, Issuer satisfied the closing conditions of the
share purchase agreements (as described below) it entered into with each of
Alliance, TIC, SanDisk and Macronix (each a "Shareholder" and collectively the
"Shareholders"), pursuant to which the Shareholders purchased an aggregate of
3,629,873 Issuer Shares. On January 26, 2001, Alliance transferred $20 million
of its working capital to purchase 866,551 Issuer Shares and pre-paid wafer
credits in the amount of $8,786,827 from Issuer in a private transaction. On
July 4, 2000, SanDisk entered into a share purchase agreement with Issuer to
purchase 866,551 Issuer Shares and pre-paid wafer credits in the amount of
$8,786,827 from Issuer in a private transaction for an aggregate purchase price
of $20 million in cash. On December 12, 2000, Macronix entered into a share
purchase agreement with Issuer to purchase 866,551 Issuer Shares in a private
transaction for an aggregate purchase price of $20 million. On December 12,
2000, TIC entered into a share purchase agreement with Issuer to purchase
1,030,220 Issuer Shares in a private transaction for an aggregate purchase price
of $13,333,300. Alliance has no knowledge as to the source of funds used by
SanDisk, TIC or Macronix to purchase such shares.
________________________________________________________________________________
Item 4. Purpose of Transaction.
(a), (d) Alliance entered into two joinder agreements ("Alliance / Tower Joinder
Agreement" and "Alliance / TIC Joinder Agreement," together the "Joinder
Agreements"), both dated as of August 29, 2000, by and between Alliance, Issuer,
and TIC, to join a Share Purchase Agreement entered into by and between Issuer
and SanDisk ("Purchase Agreement") dated July 4, 2000, for Alliance to make a
$20 million strategic investment in Issuer, and thereby acquire 866,551 Issuer
Shares and pre-paid wafer credits in the amount of $8,786,827 from Issuer. The
Joinder Agreements also allowed Alliance to join Issuer and SanDisk in the
Additional Purchase Obligation Agreement ("Additional Purchase Agreement") dated
July 4, 2000. On January 18, 2001, Alliance entered into the Registration Rights
Agreement ("Registration Rights Agreement") by and between Issuer, Alliance,
SanDisk, TIC, Macronix and QuickLogic Corporation and the Consolidated
Shareholders Agreement ("Consolidated Shareholders Agreement") by and among
Alliance, SanDisk, TIC and Macronix. The foregoing summary of the Purchase
Agreement and Joinder Agreements qualified in its entirety by reference to the
Purchase Agreement and Joinder Agreements included as Exhibits hereto and
incorporated herein in their entirety by reference. To the best of Alliance's
knowledge, TIC, SanDisk and Macronix each entered into a share purchase
agreement with Issuer in substantially the same form and upon substantially the
same terms as the agreements described above to which Alliance is a party.
Under the terms of Section 2 of the Additional Purchase Agreement and pursuant
to the Joinder Agreements, Issuer will deliver to Alliance warrants that must be
exercised by Alliance within thirty (30) days of the satisfaction of the
milestones specified in Section 5 of the Additional Purchase Agreement for the
purchase, in the aggregate, of up to 1,833,450 additional Issuer Shares at an
exercise price of $30, as adjusted pursuant to Section 4 thereof ("Warrants").
Alliance has the right to exercise the Warrants immediately and to purchase up
to 1,833,450 Issuer Shares thereunder. The foregoing summary of the Additional
Purchase Agreement and the Joinder Agreements qualified in its entirety by
reference to the Additional Purchase Agreement and the Joinder Agreements
included as Exhibits hereto and incorporated herein in their entirety by
reference. To the best of Alliance's knowledge, TIC, SanDisk and Macronix each
entered into an additional purchase agreement in substantially the same form and
upon substantially the agreements described above to which Alliance is a party.
Under the terms of the Registration Rights Agreement by and between the Issuer,
Alliance, TIC, SanDisk, Macronix and QuickLogic, each of Alliance, TIC, Sandisk,
Macronix and QuickLogic has demand and piggy-back registration rights with
respect to Issuer Shares purchased by it pursuant to each party's respective
share purchase agreement and additional purchase obligation agreement. The
foregoing summary of the Registration Rights Agreement is qualified in its
entirety by reference to the Registration Rights Agreement included as an
Exhibit hereto and incorporated herein in its entirety by reference.
CUSIP No.M87915100 13D Page 5 of 10 Pages
Under the terms of the Consolidated Shareholders Agreement, the Shareholders
have agreed to vote (or cause to be voted) at general meetings of shareholders
all of their respective Issuer Shares, in the manner set forth in Section 2
thereof, (i) for the election to the board of directors of Issuer ("Board") of
(a) nominees designated by each Shareholder, (b) nominees recommended by the
Board, (c) a member of management of Issuer, and (d) such other directors as
agreed to by Shareholders; (ii) for the election of a TIC nominee, who will be
one of the nominees in clause (i)(a) above, as chairman of the Board; (iii) for
any other resolution which is necessary in order to facilitate the matters
specified in clauses (i) through (iii) of this paragraph; and (iv) against the
election of any other person to the Board. In addition, pursuant to Section 3,
and subject to certain exceptions as set forth therein, each Shareholder has
agreed to certain restrictions on its ability to transfer Issuer Shares for
three years, and has agreed to retain a minimum number of Issuer Shares for a
period of five years. Furthermore, pursuant to Section 4, each Shareholder has a
right of first offer with respect to any Issuer Shares any Shareholder proposes
to transfer. Moreover, subject to the provisions of Section 3, the proposed
transfer by any Shareholder of Issuer Shares to certain specified parties is
subject to a right of first refusal, as provided in Section 5. Finally, to the
extent the right of first refusal with respect to the proposed transfer of
Issuer Shares pursuant to Section 4 or Section 5, as described above, is not
fully exercised, each Shareholder shall have a right of co-sale as provided in
Section 6. The foregoing summary of the Consolidated Shareholders Agreement is
qualified in its entirety by reference to the Consolidated Shareholders
Agreement included as an Exhibit hereto and incorporated herein in its entirety
by reference.
(j) To Alliance's knowledge, other than described above, none.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of the Consolidated Shareholder Agreement, each Shareholder
may be deemed to be the beneficial owner of at least 20,268,728 Issuer Shares.
Such shares constitute approximately 74.6% of the outstanding shares of Issuer,
based on the capitalization of Issuer as of January 18, 2001 as represented to
Alliance by Issuer and calculated in accordance with Rule 13d-3(d)(i). Such
beneficial ownership is based on the ownership, as represented to Alliance by
Issuer, by each of Alliance, SanDisk and Macronix of 866,551 Issuer Shares, and
of TIC of 6,698,380 Issuer Shares, and the right of Alliance to purchase an
additional 1,833,450 Issuer Shares, of SanDisk to purchase an additional
4,533,450 Issuer Shares, of Macronix to purchase an additional 1,833,450 Issuer
Shares, and of TIC to purchase an additional 2,770,345 Issuer Shares within
sixty (60) days of the date hereof upon the exercise of Warrants.
Alliance may be deemed to have the shared power to vote and dispose of the
Issuer Shares held by it and the other Shareholders pursuant to the Consolidated
Shareholders Agreement with respect to those matters described in Item 4 above.
However, Alliance (i) is not entitled to any rights as a shareholder of Issuer
as to the Issuer Shares covered by the Consolidated Shareholders Agreement and
which are not currently held of record by Alliance and (ii) disclaims beneficial
ownership of all Issuer Shares held by or purchasable within sixty (60) days of
the date hereof by the Shareholders other than Alliance.
To Alliance's knowledge, no shares of Issuer are beneficially owned by any of
the persons named in Schedule A or Schedule B.
(c) Other than as otherwise described herein, neither Alliance nor, to
Alliance's knowledge, any person named in Schedule A or Schedule B, has effected
any transaction in the Issuer Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
CUSIP No.M87915100 13D Page 6 of 10 Pages
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Purchase Agreement, the Additional Purchase Agreement, the
Registration Rights Agreement, the Consolidated Shareholders Agreement and the
Joinder Agreements described above (and incorporated herein in their entirety by
reference), to the knowledge of Alliance, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
1. Share Purchase Agreement, dated as of July 4, 2000, by and between SanDisk
Corporation and Tower Semiconductor Ltd. (incorporated by reference to Exhibit 1
to Amendment No. 1 to the Schedule 13D filed February 1, 2001 (File No.
005-44755)).
2. Additional Purchase Obligation Agreement, dated as of July 4, 2000, by and
between SanDisk Corporation and Tower Semiconductor Ltd. (incorporated by
reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed February 1,
2001 (File No. 005-44755)).
3. Registration Rights Agreement, dated as of January 18, 2001, by and between
Tower Semiconductor Ltd., SanDisk Corporation, The Israel Corporation, Alliance
Semiconductor Ltd., Macronix International Co., Ltd. and QuickLogic Corporation.
(incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D
filed February 1, 2001 (File No. 005-44755)).
4. Consolidated Shareholders Agreement, dated as of January 18, 2001 by and
among SanDisk Corporation, The Israel Corporation, Alliance Semiconductor Ltd.
and Macronix International Co., Ltd. (incorporated by reference to Exhibit 4 to
Amendment No. 1 to the Schedule 13D filed February 1, 2001 (File No.
005-44755)).
5. Alliance / Tower Joinder Agreement, dated August 29, 2000, by and between
Alliance Semiconductor Corporation and Tower Semiconductor Ltd. (incorporated by
reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D filed February 1,
2001 (File No. 005-44755)).
6. Alliance / TIC Joinder Agreement, dated August 29, 2000, by and between
Alliance Semiconductor Corporation and The Israel Corporation. (incorporated by
reference to Exhibit 6 to Amendment No. 1 to the Schedule 13D filed February 1,
2001 (File No. 005-44755)).
________________________________________________________________________________
CUSIP No.M87915100 13D Page 7 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 9, 2001
----------------------------------------
(Date)
/s/ Bradley A. Perkins
----------------------------------------
(Signature)
Bradley A. Perkins
Vice President, General Counsel
and Secretary
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.M87915100 13D Page 8 of 10 Pages
Schedule A
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DIRECTORS AND EXECUTIVE OFFICERS OF
SANDISK CORPORATION
Present Principal Occupation
Including Name of Employer (if other than SanDisk Corporation)
Address of Employer
Executive Officers of Alliance Semiconductor Corporation:
- --------------------------------------------------------
(name) (title) (address)
N. Damodar Reddy Chairman, President and c/o Alliance Semiconductor
Chief Executive Officer 2575 Augustine Drive
Director Santa Clara, CA 95054
C.N. Reddy Executive Vice President, c/o Alliance Semiconductor
Investments 2575 Augustine Drive
Director Santa Clara, CA 95054
David Eichler Vice President, Finance and c/o Alliance Semiconductor
Administration and 2575 Augustine Drive
Chief Financial Officer Santa Clara, CA 95054
Bradley Perkins Vice President and General Counsel c/o Alliance Semiconductor
Secreatry 2575 Augustine Drive
Santa Clara, CA 95054
Ritu Shrivastava Vice President, Technology c/o Alliance Semiconductor
Development 2575 Augustine Drive
Santa Clara, CA 95054
Outside Directors of Alliance Semiconductor Corporation:
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John B. Minnis President, Milpitas Materials Company, CA
Sanford L. Kane President, Kane Concepts Incorporated, CA
CUSIP No.M87915100 13D Page 9 of 10 Pages
Schedule B
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DIRECTORS AND EXECUTIVE OFFICERS
Present Principal Occupation
Including Name of Employer
Address of Employer
Executive Officers of SanDisk Corporation:
- ------------------------------------------
(name) (title) (address)
Dr. Eli Harari President, Chief Executive Officer c/o SanDisk Corporation
and Director 140 Caspian Court
Sunnyvale, CA 94089
Frank Calderoni Chief Financial Officer, c/o SanDisk Corporation
Senior Vice President, Finance 140 Caspian Court
and Administration Sunnyvale, CA 94089
Ralph Hudson Senior Vice President, c/o SanDisk Corporation
Worldwide Operations Sunnyvale, CA 94089
Sanjay Mehrotra Senior Vice President, c/o SanDisk Corporation
Engineering 140 Caspian Court
Sunnyvale, CA 94089
Nelson Chan Senior Vice President, c/o SanDisk Corporation
Marketing 140 Caspian Court
Sunnyvale, CA 94089
Jocelyn Scarborough Vice President, c/o SanDisk Corporation
Human Resources 140 Caspian Court
Sunnyvale, CA 94089
Outside Directors of SanDisk Corporation:
- -----------------------------------------
Irwin Federman General Partner, U.S. Venture Partners, Menlo Park, CA
William V. Campbell Entrepreneur, Mountain View, CA
Catherine P. Lego General Partner, The Photonics Fund, Woodside, CA
Dr. James D. Meindl Professor, Georgia Institute of Technology in Atlanta, GA
Alan F. Shugart President, Chairman and CEO, Al Shugart International,
Santa, Cruz, CA
CUSIP No.M87915100 13D Page 10 of 10 Pages
Executive Officers of The Israel Corporation Ltd.:
- --------------------------------------------------
(name) (title) (address)
Yossi Rosen President and Chief Executive c/o Israel Corporation Ltd.
Officer Millenium Tower
23 Aranha Street
Tel Aviv, Israel 61070
Udi Hillman Executive Vice President and c/o Israel Corporation Ltd.
Chief Financial Officer Millenium Tower
23 Aranha Street
Tel Aviv, Israel 61070
Noga Yatziv, Adv. Company Secretary c/o Israel Corporation Ltd.
Millenium Tower
23 Aranha Street
Tel Aviv, Israel 61070
Outside Directors of The Israel Corporation Ltd.:
- -------------------------------------------------
Idan Ofer Entrepreneur, Israel
Ehud Angel Managing Director. Ofer (Ships Holdings) Ltd., Israel
Prof. Avishay Braverman President, Ben-Gurion University of the Negev, Israel
Dan Goldstein CEO and Chairman of the Board, Formula Systems (1985)
Ltd., Israel
Zvi Itskovitch First Executive Vice President, Member of Management
and Head of Domestic Subsidiaries Division, Bank
Leumi le-Israel B.M., Israel
Irit Izakson Entrepreneur, Israel
Ari Levy Chief Financial Officer, Ofer Brothers, Israel
Amnon Lion Managing Director, Zodiac Maritime Agencies Ltd.,
Israel
Doron Ofer Managing Director, Ofer Brothers Properties (1975)
Ltd., Israel
Zvi Zamir Entrepreneur, Israel
Executive Officers of Macronix International Co., Ltd.:
- -------------------------------------------------------
(name) (title) (address)
Miin Wu President and Chief Executive c/o Macronix International
Officer 6F, No. 196, Sec 2,
Cheng Kuo North Road, Taipei,
Taiwan, R.O.C.
Outside Directors of Macronix International Co., Ltd.:
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No Information