-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CkG4LeIx1DhoRNGkNPAENdZ0vACXHzI/xhVHdQb+ldZ4mFEDI98sNpQOmUle/Pue 9EP0J9p2bN34glFp32MGqA== 0000913293-01-000003.txt : 20010130 0000913293-01-000003.hdr.sgml : 20010130 ACCESSION NUMBER: 0000913293-01-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44755 FILM NUMBER: 1518291 BUSINESS ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134-2006 BUSINESS PHONE: 4083834900 MAIL ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134-2006 BUSINESS PHONE: 4083834900 MAIL ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 SC 13D 1 0001.txt SCHEDULE 13D FOR ALLIANCE SEMICONDUCTOR CORP. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Tower Semiconductor Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, NIS 1.00 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) M87915100 - -------------------------------------------------------------------------------- (CUSIP Number) Bradley A. Perkins Vice President and General Counsel Alliance Semiconductor Corporation 2575 Auugustine Drive Santa Clara, California 95054 (408) 855-4900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (SC13D-07/99) CUSIP No.M87915100 13D Page 2 of 11 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS Alliance Semiconductor Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IRS I. D. # 77-0057842 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 2(d) OR 2(e) ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,559,931 (1) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 12,486,311 (with respect to certain matters as set forth OWNED BY in the Consolidated Shareholders Agreement, dated as of January 18, 2001, filed as Exhibit 4 to this Schedule 13D) _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 12,486,311 (with respect to certain matters as set forth in the Consolidated Shareholders Agreement, dated as of January 18, 2001, filed as Exhibit 4 to this Schedule 13D) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,486,311 (2) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.1% (based on the number of shares of Issuer Ordinary Shares outstanding as of January 18, 2001 as represented by the Issuer) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Represents shares held of record by Alliance Semiconductor Corporation ("Alliance") or purchasable by SanDisk within sixty (60) days of the date hereof. Such shares are subject to certain voting and disposition restrictions and obligations as described more fully in footnote (2) and Item 4 below. (2) 12,486,311 shares of Tower Semiconductor Ltd. ("Tower") ordinary shares are subject to a Consolidated Shareholders Agreement ("Consolidated Shareholders Agreement") dated as of January 18, 2001 by and among Alliance and certain shareholders of Tower (discussed in item 4 below). The Consolidated Shareholders Agreement provides that each party thereto agrees to vote all shares of Tower held by it in a particular manner, with respect to certain matters, and that each party thereto agrees to be subject to certain restrictions on the disposition of such party's Tower shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Alliance that it is the beneficial owner of any of the shares of Tower covered by the Consolidated Shareholders Agreement, other than the shares held of record by SanDisk, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. See item 5. Based on the number of ordinary shares of Tower outstanding as of January 18 2001(as represented by Tower on January 28, 2001), the number of ordinary shares of Tower covered by the Shareholders Agreement represents approximately 64.1% of the outstanding Tower ordinary shares. CUSIP No.M87915100 13D Page 3 of 11 Pages ________________________________________________________________________________ Item 1. Security and Issuer. This statement on Schedule 13D relates to the ordinary shares, par value NIS 1.00 per share (the "Issuer Shares"), of Tower Semiconductor Ltd., an Israeli corporation ("Tower" or the "Issuer"). The principal executive offices of the Issuer are located at P.O. Box 619, Migdal Haemek, Israel 23105. ________________________________________________________________________________ Item 2. Identity and Background. (a)-(c), (f) The name of the person filing this statement is Alliance Semiconductor Corporation, a Delaware corporation ("Alliance"). The address of the principal office and principal business of Alliance is 2527 Augustine Drive, Santa Clara, CA 95054. Alliance is a leading worldwide supplier of high performance memory and memory intensive logic products. Alliance's product lines include Static Random Access Memory (SRAM), Dynamic Random Access Memory (DRAM), Flash memory and embedded memory and logic products. Alliance designs, develops and markets its products to the networking, telecommunication, instrumentation, consumer and computing markets. Alliance manufactures its products through independent manufacturing facilities, using advanced CMOS process technologies with line widths as narrow as 0.18um. Set forth in Schedule A is the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of Alliance's directors and executive officers, as of the date hereof. The information contained in Schedule A is incorporated herein in its entirety by reference. To the best knowledge of Alliance, set forth in Schedule B is the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the directors and executive officers, as of the date hereof, of each corporation which, along with Alliance, may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by SanDisk that a group exists. The information contained in Schedule B is incorporated herein in its entirety by reference. The Israel Corporation ("TIC") is an Israeli corporation and is one of Israel`s major holding companies. TIC's principal executive office is located at Millennium Tower, 23rd and 24th Floors, 23 Aranha Street, Tel-Aviv, 61070. SanDisk Corporation, Inc. is a Delaware corporation ("SanDisk") that designs, manufactures and markets flash memory storage products that are used in a wide variety of electronic systems. SanDisk's principal office is located at 140 Caspian Court, Sunnyvale, CA 94089. Macronix International Co., Ltd. ("Macronix) is a Taiwanese corporation that is a provider of customer/application drive non-volatile memory requiring state-of-the-art technology. Macronix's principal executive office is located at 6F, No. 196, Sec 2, Cheng Kuo North Road, Taipei, Taiwan, R.O.C. (d) - (e) During the past five years, neither Alliance nor, to Alliance's knowledge, TIC, SanDisk, Macronix, or any person named in Schedule A or B to this Statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to Federal or State securities laws or finding any violation with respect to such laws. (f) Not applicable. CUSIP No.M87915100 13D Page 4 of 11 Pages ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. On January 18, 2001, Alliance used $20,000,000 of its working capital (part of which will be accounted for as $8,786,827 in pre-paid wafer credits) to purchase 866,551 Issuer Shares Previously, on July 4, 2000, SanDisk into a share purchase agreement with Tower to purchasee 866,551 Issuer Shares in a private transaction for an aggregate purchase price of $20 million in cash. On December 12, 2000, Macronix entered into a share purchase agreement with Tower to purchase 866,551 Issuer Shares in a private transaction for an aggregate purchase price of $20 million. Alliance has no knowledge as to the source of funds used by SanDisk or Macronix to purchase such shares. ________________________________________________________________________________ Item 4. Purpose of Transaction. (a), (d) Alliance entered into a Share Purchase Agreement ("Purchase Agreement"), dated as of August 29, 2000, by and between Alliance and Tower to make a $20 million strategic investment in Tower, and thereby acquire 866,551 Issuer Shares. Also on August 29, 2000 and pursuant to the Purchase Agreement, Alliance, SanDisk and Tower entered into the Additional Purchase Obligation Agreement ("Additional Purchase Agreement"), and Alliance entered into the Registration Rights Agreement ("Registration Rights Agreement") by and between Alliance, SanDisk, TIC, Macronix and QuickLogic Corporation. On August 29, 2000, Alliance entered into a Shareholders Agreement ("Shareholders Agreement") with TIC. On January 18, 2001, Alliance entered into the Consolidated Shareholders Agreement ("Consolidated Shareholders Agreement") by and among Alliance, SanDisk, TIC and Macronix, such Consolidated Agreement superseding the Shareholders Agreement. The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement included as Exhibits 1 and 5 to this Schedule 13D and incorporated herein in its entirety by reference. To the best of Alliance's knowledge, SanDisk and Macronix each entered into a share purchase agreement in substantially the same form and upon substantially the same terms as the Alliance Purchase Agreement. Under the terms of Section 2 of and upon execution of the Additional Purchase Agreement, Tower delivered to Alliance warrants that must be exercised by Alliance within thirty (30) days of the occurrence of the events specified in Section 5 thereof for the purchase, in the aggregate, of up to 1,833,450 additional Issuer Shares at an exercise price of $30, as adjusted pursuant to Section 4 thereof. As of the date that is sixty (60) days from the date hereof, the number of Issuer Shares Alliance is obligated to purchase under such warrants is 733,380 shares. The foregoing summary of the Additional Purchase Agreement is qualified in its entirety by reference to the Additional Purchase Agreement included as Exhibit 2 to this Schedule 13D and incorporated herein in its entirety by reference. To the best of Alliance's knowledge, TIC, SanDisk and Macronix each entered into a share purchase agreement in substantially the same form and upon substantially the same terms as the Alliance Additional Purchase Agreement. Under the terms of the Registration Rights Agreement by and between Alliance, TIC, SanDisk, Macronix and QuickLogic, each of Alliance, TIC, Sandisk, Macronix and QuickLogic has demand and piggy-back registration rights with respect to Issuer Shares purchased by it pursuant to the Stock Purchase Agreement and the Additional Purchase Agreement. The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement included as Exhibit 3 to this Schedule 13D and incorporated herein in its entirety by reference. CUSIP No.M87915100 13D Page 5 of 11 Pages Under the terms of the Consolidated Shareholders Agreement, Alliance, SanDisk, TIC, and Macronix (each a "Shareholder" and collectively "Shareholders") have agreed to vote (or cause to be voted) at general meetings of shareholders all of their respective Issuer Shares, in the manner set forth in Section 2 thereof, for the election of nominees designated by each Shareholder to the board of directors of Tower and for any other resolution which is necessary in order to facilitate such election and against the election of any other person to the board of directors of Tower. In addition, pursuant to Section 3, and subject to certain exceptions as set forth therein, each Shareholder has agreed to certain restrictions on its ability to transfer Issuer Shares for three years, and has agreed to retain a minimum number of Issuer Shares for a period of five years. Furthermore, pursuant to Section 4, each Shareholder has a right of first offer with respect to any Issuer Shares any Shareholder proposes to transfer. Moreover, subject to the provisions of Section 3, the proposed transfer of any Shareholder of Issuer Shares to certain specified parties is subject to a right of first refusal, as provided in Section 5. Finally, to the extent the right of first refusal with respect to the proposed transfer of Issuer Shares pursuant to Section 4 or Section 5, as described above, is not fully exercised, each Shareholder shall have a right of co-sale as provided in Section 6. The foregoing summary of the Consolidated Shareholders Agreement is qualified in its entirety by reference to the Consolidated Shareholders Agreement included as Exhibit 4 to this Schedule 13D and incorporated herein in its entirety by reference. (j) To Alliance's knowledge, other than described above, none. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a)-(b) As a result of the Consolidated Shareholder Agreement, each Shareholder may be deemed to be the beneficial owner of at least 12,486,311 Issuer Shares. Such shares constitute approximately 64.1% of the outstanding shares of Issuer Shares, based on the capitalization of the Issuer as of January 18, 2001 as represented to Alliance by the Issuer and calculated in accordance with Rule 13d-3(d)(i). Such beneficial ownership is based on the ownership, as represented to SanDisk by the Issuer, by each of Alliance, SanDisk and Macronix of 866,551 Issuer Shares, and of TIC of 6,698,380 Issuer Shares, and a mandatory obligation of each of Alliance, SanDisk and Macronix to purchase an additional aggregate of 733,380 Issuer Shares, and of TIC to purchase an additional 1,108,138 Issuer Shares within the next sixty (60) days of the date hereof. Alliance may be deemed to have the shared power to vote and dispose of the Issuer Shares held by it and the other Shareholders pursuant to the Consolidated Shareholders Agreement with respect to those matters described in Item 4 above. However, Alliance (i) is not entitled to any rights as a shareholder of Tower as to the Issuer Shares covered by the Consolidated Shareholders Agreement and which are not held of record by Alliance or subject to a mandatory obligation of SanDisk to purchase such shares within sixty (60) days of the date hereof and (ii) disclaims beneficial ownership of the Issuer Shares which are covered by the Consolidated Shareholders Agreement and which are not held of record by Alliance or subject to a mandatory obligation of Alliance to purchase such shares. To Alliance's knowledge, no shares of Issuer Shares are beneficially owned by any of the persons named in Schedule A or Schedule B. (c) Neither Alliance nor, to Alliance's knowledge, any person named in Schedule A or Schedule B, has effected any transaction in the Issuer Shares during the past 60 days. (d) Not applicable. (e) Not applicable. CUSIP No.M87915100 13D Page 6 of 11 Pages ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Additional Purchase Agreement, the Registration Rights Agreement and the Consolidated Shareholders Agreement, the Alliance / Tower Shareholders Agreement Shareholders Agreement, the Alliance / The Israel Corporation Shareholders Agreement described above (and incorporated herein in its entirety by reference), to the knowledge of SanDisk, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. The following documents are filed as exhibits: 1. Share Purchase Agreement, dated as of July 4, 2000, by and between SanDisk Corporation and Tower Semiconductor Ltd. 2. Additional Purchase Obligation Agreement, dated as of July 4, 2000, by and between SanDisk Corporation and Tower Semiconductor Ltd. 3. Registration Rights Agreement, dated as of January 18, 2001, by and between SanDisk Corporation, The Israel Corporation, Alliance Semiconductor Ltd., Macronix International Co., Ltd. and QuickLogic Corporation. 4. Consolidated Shareholders Agreement, dated as of January 18, 2001 by and among SanDisk Corporation, The Israel Corporation, Alliance Semiconductor Ltd. and Macronix International Co., Ltd. 5. Alliance / Tower Joinder Agreement, dated August 29, 2000, by and between Alliance Semiconductor Corporation and Tower Semiconductor. 6. Alliance / The Israel Corporation Joinder Agreement, dated August 29, 2000, by and between Alliance Semiconductor Corporation and The Israel Corporation. ________________________________________________________________________________ CUSIP No.M87915100 13D Page 7 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 1/29/01 ---------------------------------------- (Date) /s/ Bradley A. Perkins ---------------------------------------- (Signature) Bradley A. Perkins Vice President, General Counsel and Secretary ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No.M87915100 13D Page 8 of 11 Pages Schedule A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF SANDISK CORPORATION Present Principal Occupation Including Name of Employer (if other than SanDisk Corporation) Address of Employer Executive Officers of Alliance Semiconductor Corporation: - --------------------------------------------------------
(name) (title) (address) N. Damodar Reddy Chairman, President and c/o Alliance Semiconductor Chief Executive Officer 2575 Augustine Drive Director Santa Clara, CA 95054 C.N. Reddy Executive Vice President, c/o Alliance Semiconductor Investments 2575 Augustine Drive Director Santa Clara, CA 95054 David Eichler Vice President, Finance and c/o Alliance Semiconductor Administration and 2575 Augustine Drive Chief Financial Officer Santa Clara, CA 95054 Bradley Perkins Vice President and General Counsel c/o Alliance Semiconductor Secreatry 2575 Augustine Drive Santa Clara, CA 95054 Ritu Shrivastava Vice President, Technology c/o Alliance Semiconductor Development 2575 Augustine Drive Santa Clara, CA 95054
Outside Directors of Alliance Semiconductor Corporation: - --------------------------------------------------------
John B. Minnis President, Milpitas Materials Company, CA Sanford L. Kane President, Kane Concepts Incorporated, CA
CUSIP No.M87915100 13D Page 9 of 11 Pages Schedule B ---------- DIRECTORS AND EXECUTIVE OFFICERS Present Principal Occupation Including Name of Employer Address of Employer Executive Officers of SanDisk Corporation: - ------------------------------------------
(name) (title) (address) Dr. Eli Harari President, Chief Executive Officer c/o SanDisk Corporation and Director 140 Caspian Court Sunnyvale, CA 94089 Frank Calderoni Chief Financial Officer, c/o SanDisk Corporation Senior Vice President, Finance 140 Caspian Court and Administration Sunnyvale, CA 94089 Ralph Hudson Senior Vice President, c/o SanDisk Corporation Worldwide Operations Sunnyvale, CA 94089 Sanjay Mehrotra Senior Vice President, c/o SanDisk Corporation Engineering 140 Caspian Court Sunnyvale, CA 94089 Nelson Chan Senior Vice President, c/o SanDisk Corporation Marketing 140 Caspian Court Sunnyvale, CA 94089 Jocelyn Scarborough Vice President, c/o SanDisk Corporation Human Resources 140 Caspian Court Sunnyvale, CA 94089
Outside Directors of SanDisk Corporation: - -----------------------------------------
Irwin Federman General Partner, U.S. Venture Partners, Menlo Park, CA William V. Campbell Entrepreneur, Mountain View, CA Catherine P. Lego General Partner, The Photonics Fund, Woodside, CA Dr. James D. Meindl Professor, Georgia Institute of Technology in Atlanta, GA Alan F. Shugart President, Chairman and CEO, Al Shugart International, Santa, Cruz, CA
CUSIP No.M87915100 13D Page 10 of 11 Pages Executive Officers of The Israel Corporation Ltd.: - --------------------------------------------------
(name) (title) (address) Yossi Rosen President and Chief Executive c/o Israel Corporation Ltd. Officer Millenium Tower 23 Aranha Street Tel Aviv, Israel 61070 Udi Hillman Executive Vice President and c/o Israel Corporation Ltd. Chief Financial Officer Millenium Tower 23 Aranha Street Tel Aviv, Israel 61070 Noga Yatziv, Adv. Company Secretary c/o Israel Corporation Ltd. Millenium Tower 23 Aranha Street Tel Aviv, Israel 61070
Outside Directors of The Israel Corporation Ltd.: - -------------------------------------------------
Idan Ofer Entrepreneur, Israel Ehud Angel Managing Director. Ofer (Ships Holdings) Ltd., Israel Prof. Avishay Braverman President, Ben-Gurion University of the Negev, Israel Dan Goldstein CEO and Chairman of the Board, Formula Systems (1985) Ltd., Israel Zvi Itskovitch First Executive Vice President, Member of Management and Head of Domestic Subsidiaries Division, Bank Leumi le-Israel B.M., Israel Irit Izakson Entrepreneur, Israel Ari Levy Chief Financial Officer, Ofer Brothers, Israel Amnon Lion Managing Director, Zodiac Maritime Agencies Ltd., Israel Doron Ofer Managing Director, Ofer Brothers Properties (1975) Ltd., Israel Zvi Zamir Entrepreneur, Israel
Executive Officers of Macronix International Co., Ltd.: - -------------------------------------------------------
(name) (title) (address) Miin Wu President and Chief Executive c/o Macronix International Officer 6F, No. 196, Sec 2, Cheng Kuo North Road, Taipei, Taiwan, R.O.C.
Outside Directors of Macronix International Co., Ltd.: - ------------------------------------------------------ No Information CUSIP No.M87915100 13D Page 11 of 11 Pages EXHIBIT INDEX Exhibit Number Description of Document - ------- ----------------------- 1. Share Purchase Agreement, dated as of July 4, 2000, by and between SanDisk Corporation and Tower Semiconductor Ltd. 2. Additional Purchase Obligation Agreement, dated as of July 4, 2000, by and between SanDisk Corporation and Tower Semiconductor Ltd. 3. Registration Rights Agreement, dated as of January 18, 2001, by and between SanDisk Corporation, The Israel Corporation, Alliance Semiconductor Ltd., Macronix International Co., Ltd. and QuickLogic Corporation. 4. Consolidated Shareholders Agreement, dated as of January 18, 2001 by and among SanDisk Corporation, The Israel Corporation, Alliance Semiconductor Ltd. and Macronix International Co., Ltd. 5. Alliance / Tower Joiner Agreement, dated August 29, 2000, by and between Alliance Semiconductor Corporation and Tower Semiconductor. 5. Alliance / The Israel Corporation Joinder Agreement, dated August 29, 2000, by and between Alliance Semiconductor Corporation and The Israel Corporation. EX-1 2 0002.txt SHARE PURCHASE AGREEMENT (To be filed by amendment.) EX-2 3 0003.txt ADDITIONAL PURCHASE OBLIGATION AGREEMENT (To be filed by amendment.) EX-3 4 0004.txt REGISTRATION RIGHTS AGREEMENT (To be filed by amendment.) EX-4 5 0005.txt CONSOLIDATED SHAREHOLDERS AGREEMENT (To be filed by amendment.) EX-5 6 0006.txt ALLIANCE / TOWER JOINDER AGREEMENT SHARE PURCHASE AGREEMENT BETWEEN ALLIANCE SEMICONDUCTOR CORPORATION AND TOWER SEMICONDUCTOR AGREEMENT (this "Agreement"), dated as of August 29, 2000, by and between Alliance Semiconductor Corporation ("Alliance") and Tower Semiconductor Ltd. ("Company"). RECITALS WHEREAS on July 4, 2000, SanDisk Corporation ("SanDisk") and the Company entered into a Share Purchase Agreement in the form attached as Exhibit A hereto (the "SPA") , an Additional Purchase Obligation Agreement in the form attached as Exhibit B hereto (the "APOA), and agreed to enter into an Escrow Agreement and a Registration Rights Agreement in substantially the same form as Exhibits C and E to the SPA , all upon the terms and conditions detailed therein (collectively, the "SD Transaction Agreements"); and WHEREAS Alliance desires to purchase and the Company desires to issue and sell to Alliance Ordinary Shares of the Company (the "Shares") pursuant to substantially the same terms and conditions as set forth in the SD Transaction Agreements. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 1. Capitalized terms used and not defined herein shall have the meanings set forth in the SD Transaction Agreements. 2. Immediately effective upon the signing of this Agreement, (a) the terms and conditions of the SD Transaction Agreements shall be binding on Alliance and shall be incorporated by reference herein [(except for the Escrow Agreement which shall be separately entered into in the form to be agreed upon by the parties hereto)] and (b) Alliance shall be deemed a "Buyer" and/or "S" and/or "Holder", as those terms are used therein. All references in the SD Transaction Documents to the "date hereof' shall mean the date of this Agreement. 3. Notwithstanding the provisions of Section 2 and for the purposes of this Agreement and Alliance's participation in the hereby contemplated transactions, the parties hereto agree as follows: 3.1 The definition of "Shares" in the Recitals of the SPA shall reflect that 666,667 Shares are being purchased by Alliance. 3.2 The term "Buyer" referenced in Section I of the SPA under the definition of "Steering Committee" shall be limited to SanDisk or any of its permitted assignees. 3.3 The "purchase price" for the Shares to be purchased by Alliance which is referenced in Section 2.2 of the SPA shall be $30 per share representing an aggregate purchase price of $20,000,000. 3.4 The following shall be added to the end of Section 2.4 of the SPA: "Concurrently with the execution of the Agreement between Alliance and the Company, TIC and Alliance will execute and enter into the Agreement in the form of Exhibit D attached hereto." 3.5 The term "Buyer" referenced in the first sentence of Section 5.6.3 of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.6 The term "Buyer" referenced in Section 5.6.4. of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.7 In Section 5.7 of the SPA, the word "Alliance's, " shall be inserted before the word "TIC's." 3.8 Satisfaction of the condition to Closing set forth in Section 7.3 shall be determined exclusively by SanDisk or its permitted assignees. 3.9 The term "Buyer" referenced in Section 7.17 of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.10 The term "Buyer" referenced in Section 8, inclusive of all subsections thereto, shall mean SanDisk and Alliance, separately and not jointly, as the case may be. For the avoidance of all doubt, a failure on the part of SanDisk or Alliance to satisfy any of the conditions to closing thereto shall not entitle Tower to elect not to close the SPA with the other party. 3.11 The terms "Buyer" and "Buyer Indemnified Persons" referenced in Section 10, inclusive of all subsections thereto, shall mean SanDisk and Alliance, separately and not jointly, as the case may be. 3.12 The term "Buyer" referenced in Section 11.2 of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.13 The term "Buyer" referenced in Section 11.3 of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.14 The term "Buyer" referenced in Section 11.4 of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.15 The term "Buyer" referenced in the second sentence of Section 11.5 of the SPA shall be limited to SanDisk or any of its permitted assignees. 3.16 The Company and SanDisk have amended Section 11.7 of the SPA, by a Side Letter Agreement dated August 29, 2000, restricting certain of the pre-emptive rights set forth therein, and Alliance hereby agrees to be subject to the terms of this amendment. 3.17 The amount of "Shares" referenced in the Recitals of the APOA shall be adjusted to reflect the transactions contemplated hereby. 3.18 The amount of "A Additional Purchase Obligations" referenced in Section 2.1.1 of the APOA and which are to be issued and delivered to Alliance pursuant to this Agreement shall be 1,833,335 Ordinary Shares. 3.19 The "Exercise Price" for the Additional Purchase Obligations to be purchased by Alliance pursuant to the APOA shall be $30 per additional purchase obligation. 3.20 Sections 2.12, 2.1.3 and 3.2.2 of the APOA and all references to the "B Additional Purchase Obligations" in the APOA shall not be applicable to Alliance. 3.21 Each Series A Additional Purchase Obligation referenced in Section 2.2 of the APOA shall contain Additional Purchase Obligations to purchase up to an aggregate of 366,667 Ordinary Shares of the Company. 3.22 The final form of Registration Rights Agreement shall be revised to reflect Alliance's participation in the transactions contemplated by the Registration Rights Agreement on a pari passu basis with the rights of SanDisk. 4. Additional addresses for notices to be sent pursuant to Sections 12.4 of the SPA and 8.4 of the APOA, shall be as follows: Alliance Semiconductor Corporation 2575 Augustine Drive Santa Clara, California 95054 Attn: Bradley Perkins Tel: (408) 855-4900 Fax: (408) 855-4999 5. Concurrent with the execution of this Agreement, the parties shall execute and enter into the Foundry Agreement in the form of Exhibit C hereto. 6. Neither party may assign any of its rights under this Agreement without the prior consent of the other parties, except that Alliance may assign any of its rights under this Agreement to any wholly owned Subsidiary of Alliance or to any Subsidiary which is wholly owned other than a nominal interest, so long as such ownership shall be maintained. Additionally, should Alliance reorganize into separate investment and manufacturing Companies, because of issues with the United States Investment Company Act of 1940, Company will allow Alliance to assign this Agreement, as well as the other agreements between the parties, to the reorganized companies as necessary, as long as after such an assignment, the Company will still be dealing with the same parties as it originally intended to deal with. Subject to the two preceding sentences, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns. 7. This Agreement may be executed in one or more counterparts. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Alliance Semiconductor Corporation Tower Semiconductor Ltd. By: /s/ N. Damodar Reddy By: /s/ Yoav Nissan-Cohen N. Damodar Reddy Yoav Nissan-Cohen President and CEO Title: Co-CEO EX-6 7 0007.txt ALLIANCE/THE ISREAL CORPORATION JOINDER AGREEMENT SHAREHOLDERS AGREEMENT BETWEEN ALLIANCE SEMICONDUCTOR CORPORATION AND THE ISRAEL CORPORATION AGREEMENT (the "Agreement"), dated as of August 29, 2000, by and among Alliance Semiconductor Corporation ("Alliance") and The Israel Corporation ("TIC"). RECITALS WHEREAS Alliance has entered into an Agreement with Tower Semiconductor Ltd. dated August 29, 2000, in the form attached hereto as Exhibit A; and WHEREAS on August 13, 2000, TIC and SanDisk Corporation entered into a shareholders agreement (the "Shareholders Agreement") in the form attached as Exhibit B hereto; and WHEREAS Alliance and TIC have agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: 1. Capitalized terms used and not defined herein shall have the meanings set forth in the Shareholders Agreement. 2. Immediately effective upon the signing of this Agreement, the terms and conditions of the Shareholders Agreement as applicable to the term "Shareholder" thereto shall be binding on Alliance and shall be incorporated by reference herein. 3. Notwithstanding the provisions of Section 2 and for the purposes of this Agreement, the parties hereto agree as follows: a. In Section 1 (e) of the Shareholders Agreement (Definition of the term "Shareholders"), the word "Alliance" shall be inserted before the words "S, I". b. One of the Wafer Partners referred to in section 2.1.1. (e) shall be Alliance which shall be entitled to appoint 1 nominee as long as Alliance and its Permitted Transferees hold at least 5% of the outstanding Shares. c. Alliance undertakes upon itself for as long as it is entitled to nominate a director to the Board of Directors, as specified above, not to nominate to the Board of Directors of the Company a director who is an employee or consultant of the Company. d. The limitations set forth in section 3.1 shall apply to Alliance and its Permitted Transferees. Alliance shall be added to section 7. The words "Share Purchase Agreement" appearing in section 8 shall be replaced with the words "Agreement between Alliance and the Company dated August 29, 2000. Notices to be sent to Alliance pursuant to section 9.4 shall be to the following address: Alliance Semiconductor Corporation. 2575 Augustine Drive Santa Clara, California 95054 Attn: Bradley Perkins Tel: (408) 855-4900 Fax: (408) 855-4999 viii.The word "S" appearing twice in the second line of Section 9.9 shall be replaced with the word "Alliance". 4. This Agreement may be executed in one or more counterparts. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Alliance Semiconductor Corporation The Israel Corporation By: /s/ N. Damodar Reddy By: /s/ Yossi Rosen N. Damodar Reddy Yossi Rosen President and CEO Title: President and CEO -----END PRIVACY-ENHANCED MESSAGE-----