FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of July 2005
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 July 24, 2005, the Registrant announced that it signed a definitive
agreement for up to $60 million in funding. 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: July 24, 2005 By: /S/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
TOWER SEMICONDUCTOR SIGNS DEFINITIVE AGREEMENT FOR UP TO $60 MILLION IN
FUNDING
MIGDAL HAEMEK, Israel -- July 24, 2005 -- Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, today announced it
has signed a definitive amendment agreement with its banks, following the
previously announced Letter of Intent, signed on May 25th.
Under this agreement, Tower's banks will provide the company with up to
approximately $30 million of additional funding, with Tower agreeing to raise a
matching amount. To date, certain shareholders of Tower have agreed to match
$23.5 million toward this funding. The closing of the agreement is subject to
the receipt of investment undertakings in the amount of $23.5 million to invest
in the context of a rights offering. The agreement announced today also updated
certain financial ratios and covenants of the company for the coming quarters,
in order to adjust them to the company's recent working plan.
"The agreements with our banks and shareholders enable us to focus on bringing
our line of new customers, products and value-added technology projects into the
production phase," said Russell Ellwanger, chief executive officer, Tower
Semiconductor.
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.
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 AND TO COMPLETE THE
FAB 2 PROJECT, (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 MEET CERTAIN OF THE COVENANTS STIPULATED
IN OUR AMENDED FACILITY AGREEMENT, (VI) THE CLOSING OF THE DEFINITIVE AMENDMENT
TO THE FACILITY AGREEMENT AND THE RECEIPT AND CONSUMMATION OF THE INVESTORS'
COMMITMENTS TO INVEST AT LEAST $23.5 MILLION, (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 TO EXTEND OR TO EXPAND
THE FIVE-YEAR INVESTMENT PERIOD UNDER OUR FAB 2 APPROVED ENTERPRISE PROGRAM,
(IX) ATTRACTING ADDITIONAL CUSTOMERS, IX) NOT RECEIVING ORDERS FROM OUR WAFER
PARTNERS AND TECHNOLOGY PROVIDERS, (XI) FAILING TO MAINTAIN AND DEVELOP OUR
TECHNOLOGY PROCESSES AND SERVICES, (XII) COMPETING EFFECTIVELY, (XIII) OUR LARGE
AMOUNT OF DEBT, (XIV) ACHIEVING ACCEPTABLE DEVICE YIELDS, PRODUCT PERFORMANCE
AND DELIVERY TIMES, (XV) THE TIMELY DEVELOPMENT, INTERNAL QUALIFICATION AND
CUSTOMER ACCEPTANCE OF NEW PROCESSES AND PRODUCTS, AND (XVI) 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 ANNUAL REPORT ON FORMS 20-F 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.
CONTACT:
Tower Semiconductor
Ilanit Vudinsky, +972 4 650 6434
ilanitvu@towersemi.com
or
Pacifico Inc.
PR Agency Contact
Mary Curtis, +1 408 293 8600
mcurtis@pacifico.com
or
Fusion IR & Communications
Investor Relations Contact
Sheldon Lutch, +1 212 268 1816
sheldon@fusionir.com