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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of January 2006 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 January 4, 2006, the Registrant pre-announced its fourth quarter and
2005 revenues. 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: January 4, 2006 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
TOWER SEMICONDUCTOR LTD. PRE-ANNOUNCES
FOURTH QUARTER AND 2005 REVENUES
MIGDAL HAEMEK, Israel -- January 4, 2006 - Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, today announced
preliminary unaudited revenues for the fourth quarter and year ended December
31, 2005.
Revenues for the fourth quarter of 2005 are expected to be approximately $31
million, which represents an increase of approximately 50% over revenues for the
third quarter of 2005. Revenues for the year ended December 31, 2005 are
expected to be approximately $102 million. Tower expects to release its full
fourth quarter and year-end results during February 2006.
These results are based on preliminary data for the fourth quarter of 2005 and
are subject to adjustments following a completion of the audit of Tower's
financial statements.
The rights for Tower's previously announced rights offering are exercisable
until January 12, 2006 at 5:00 p.m., New York City time (midnight, Israel time).
The rights are transferable and will be listed on the Nasdaq Capital Market
under the symbol TSEMR and on the Tel Aviv Stock Exchange under the symbol
TSEM.R2. The rights will be listed for trading for a single day only on January
9, 2006.
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
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 the current capacity of up to 15,000 200mm wafers per month. Tower's Web
site is located at www.towersemi.com.
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) variations
which may occur between actual reported audit results for 2005 and preliminary
results being announced by the Company, (ii) the completion of the equipment
installation, technology transfer and ramp-up of production in Fab 2, (iii)
having sufficient funds to operate the company and to complete the Fab 2
project, (iv) the cyclical nature of the semiconductor industry and the
resulting periodic overcapacity, fluctuations in operating results, future
average selling price erosion that may be more severe than our expectations, (v)
operating our facilities at satisfactory utilization rates which is critical in
order to cover the high level of fixed costs associated with operating a
foundry, (vi) the successful completion of the rights offering by the dates set
forth in our amended facility agreement, (vii) our ability to meet certain of
the covenants stipulated in our amended facility agreement, (viii) our ability
to capitalize on increases in demand for foundry services, (ix) meeting the
conditions to receive Israeli government grants and tax benefits approved for
Fab 2 and obtaining the approval of the Israeli Investment Center to expand the
five-year investment period under our Fab 2 approved enterprise program, (x)
attracting additional customers, (xi) not receiving orders from our wafer
partners and technology providers, (xii) failing to maintain and develop our
technology processes and services, (xiii) competing effectively, (xiv) our large
amount of debt, (xv) achieving acceptable device yields, product performance and
delivery times, (xvi) the timely development, internal qualification and
customer acceptance of new processes and products, and (xvii) business
interruption due to terror attacks, earthquakes, and other acts of God.
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 filings on Forms 20-F, F-2 and 6-K, as were filed with the
Securities and Exchange Commission and the Israel Securities Authority. Future
results may differ materially from those previously reported. We do not intend
to update the information contained in this release.
TOWER CONTACTS:
Tower Semiconductor USA
Michael Axelrod, 408-330-6871
pr@towersemi.com
or
Pacifico Inc.
Mary Curtis, 408-293-8600
mcurtis@pacifico.com