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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of August 2006 No. 4
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 August 24, 2006, the Registrant announced that Tower Semiconductor Signs
Definitive Agreements with its Banks and Israel Corp., 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: August 24, 2006 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
TOWER SEMICONDUCTOR SIGNS DEFINITIVE
AGREEMENTS WITH ITS BANKS AND ISRAEL CORP.
MIGDAL HAEMEK, Israel - August 24, 2006 - Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, today announced
that it has signed definitive agreements with its lender banks, Bank Leumi and
Bank Hapoalim, and with Israel Corp. These agreements are based on the
previously reported signed MOU dated May 17, 2006, for the restructuring of the
Company's long-term debt and Israel Corp.'s commitment to invest $100M in the
Company.
The principal terms of the definitive agreements, including closing conditions,
are described in the proxy statement filed today by the Company at www.sec.gov
and at www.maya.tase.co.il.
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 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 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
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 completion
of the equipment installation, technology transfer and ramp-up of production in
Fab 2, (ii) having sufficient funds to operate the company in the short-term and
raising the funds required to implement the current ramp up plan and complete
Fab 2, (iii) 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, (iv) 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, (v) our
ability to satisfy certain of the covenants stipulated in our amended facility
agreement, (vi) closing of the definitive agreement with Tower's lender banks,
Bank Leumi and Bank Hapoalim, and closing the $100 million investment agreement
by Israel Corp. (vii) our ability to capitalize on increases in demand for
foundry services, (viii) meeting the conditions to receive Israeli government
grants and tax benefits approved for Fab 2 and obtaining the approval of the
Israeli Investment Center for a new expansion program, (ix) attracting
additional customers, (x) not receiving orders from our wafer partners,
customers and technology providers, (xi) failing to maintain and develop our
technology processes and services, (xii) competing effectively, (xiii) our large
amount of debt and our ability to repay our debt on a timely basis, (xiv)
achieving acceptable device yields, product performance and delivery times, (xv)
the timely development, internal qualification and customer acceptance of new
processes and products, (xvi) the receipt of shareholder and other approvals as
required under applicable law or otherwise, including in connection with the
restructuring of our debt with our banks and the $100 million investment by
Israel Corp., and (xvii) business interruption due to terror attacks, including
the current effect of the military situation, 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-1, F-3 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, and expressly disclaim any obligation to update, the
information contained in this release.