FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
For the
month of February 2010 (No. 3)
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 o
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 o No x
On
February 4, 2010, we entered into Amendment No. 2 to the Standby Equity Purchase
Agreement dated August 11, 2009 between us and YA Global Master SPV Ltd., as
amended by Amendment No. 1 thereto dated August 27, 2009 (the
“SEPA”).
The SEPA,
provides that, upon the terms and subject to the conditions set forth therein,
YA Global is committed to purchase up to $25 million of our ordinary shares over
a two-year commitment period. To date an aggregate of $12,950,000 million of our
ordinary shares have been sold to YA Global under the SEPA. Under the terms of
the SEPA, from time to time through August 11, 2011, and at our sole and
exclusive option, we may present YA Global with advance notices to purchase up
to $12,050,000 of our ordinary shares. Under the terms of the SEPA we may at our
option also issue an additional $450,000 of our ordinary shares in payment of
all or part of the balance of the commitment fee payable to YA Global under the
SEPA.
To date,
the offer and sale of our ordinary shares under the SEPA was registered under
our Registration Statement on Form F-3 (Registration Number No. 333-148747).
Amendment No. 2 amends the SEPA to provide that any future offer and sale to YA
Global of ordinary shares pursuant to the Agreement will be made under our
recently effective Registration Statement on Form F-3 (Registration Number
333-163196). Except as so amended, the SEPA as amended by Amendment
No. 1 thereto remains in full force and effect.
Attached
hereto are the following exhibits:
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Exhibit No.
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Description
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99.1
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Standby
Equity Purchase Agreement dated August 11, 2009 between us and YA Global
Master SPV Ltd. (as previously filed by us as Exhibit No. 99.1 to our
Report on 6-K for the month of August 2009 (No. 5) filed on
August 12, 2009)
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99.2
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Amendment
No. 1 dated August 27, 2009 to the SEPA (as previously filed by as Exhibit
99.1 to our Report on Form 6-K for the month of August 2009 (No. 11) filed
on August 27, 2009)
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99.3
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Amendment
No. 2 dated February 4, 2010 to the SEPA.
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This Form
6-K is hereby incorporated by reference into our Registration Statement on Form
F-3 (No. 333- 163196)
and our other effective Registration Statements.
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.
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Date:
February 5, 2010
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TOWER
SEMICONDUCTOR LTD.
By:
/s/ Nati Somekh Gilboa
——————————————
Nati
Somekh Gilboa
Corporate
Secretary
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