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Prospectus Supplement
No. 2
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Filed
pursuant to Rule 424(b)(2)
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(to Prospectus Supplement No. 1
dated
February 5, 2010 and
Prospectus
December 28,
2009)
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Registration Statement
No. 333-163196
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TOWER
SEMICONDUCTOR LTD.
4,149,055 Ordinary
Shares
Pursuant
to this prospectus supplement, the accompanying Prospectus Supplement No. 1 and
the accompanying base prospectus, we are offering 4,006,955 ordinary shares to
YA Global Master SPV Ltd., or YA Global for a total consideration of $5,000,000,
pursuant to an advance made to us by YA Global under our previously announced
Standby Equity Purchase Agreement, or SEPA, dated August 11, 2009 and amendments
dated August 27, 2009 and February 4, 2010, with YA Global. This prospectus
supplement also covers the issuance of 142,100 shares to YA Global in payment of
$200,000 of the commitment fee payable to YA Global under the
SEPA. We expect to issue the shares to YA Global against payment
therefor and in satisfaction of the commitment fee on or about February 22,
2010.
In
addition to our issuance of ordinary shares to YA Global pursuant to the SEPA,
this prospectus supplement, the accompanying Prospectus Supplement No. 1 and the
accompanying base prospectus also cover the resale of those shares by YA Global
to the public. YA Global may be deemed to be an “underwriter” within the meaning
of the Securities Act of 1933, as amended.
Our
ordinary shares are quoted on the NASDAQ Global Market and the Tel-Aviv Stock
Exchange under the symbol “TSEM.” On February 18, 2009, the last reported sales
prices of our ordinary shares on the NASDAQ Global Market and the Tel-Aviv Stock
Exchange were $1.41 per share and NIS 5.35 per share, respectively.
The
shares are being issued as part of the commitment by YA Global to purchase from
time to time, at our option, up to an aggregate of $25,000,000 of our ordinary
shares pursuant to the SEPA. After giving effect to the issuance of
the shares and payment therefor as described in this prospectus supplement
(excluding shares issued to YA Global to date in payment of commitment fees owed
to YA Global), YA Global will have purchased an aggregate of 17,203,096 of our
ordinary shares in consideration for advances in the aggregate amount of
$17,950,815 under the SEPA, with a maximum of $7,049,185 available for future
advances under the SEPA.
Investing in our securities involves
a high degree of risk. See “Risk Factors” referred to and included beginning on
page S-2 of the accompanying Prospectus Supplement No. 1.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying base prospectus. Any representation to the
contrary is a criminal offense.
The date
of this prospectus supplement is February 19, 2010
THE OFFERING
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Securities
offered
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4,149,055
ordinary shares of Tower Semiconductor Ltd.
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Purchaser
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YA
Global Master SPV Ltd., pursuant to the Standby Equity Purchase Agreement
dated August 11, 2009 and amended on August 27, 2009 and February 4,
2010.
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Purchase
price; other
consideration
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$5,000,000;
$200,000 in payment of commitment fee.
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Settlement
date
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On
or about February 22, 2010.
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Use
of proceeds
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We
intend to use the net proceeds from this offering for working capital and
other general corporate purposes. See “Use of Proceeds” in the
accompanying Prospectus Supplement No. 1.
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Symbol
for Ordinary Shares on
Nasdaq
Global Market and
Tel-Aviv
Stock Exchange
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TSEM
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Resale
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This
prospectus supplement, the accompanying Prospectus Supplement No. 1 and
the accompanying base prospectus also cover the resale of shares by YA
Global to the public. See “Plan of Distribution” in the accompanying
Prospectus Supplement No. 1.
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