-----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, O8mIzQXHJMRBMhIn6o9rd5+FI+VOnW43TsxK/YMwIn4riaNZkkqMZ6xOG7opwt8Y Mg6QZ3jwLwNGLRYkIvEHkw== 0000891092-08-004934.txt : 20081008 0000891092-08-004934.hdr.sgml : 20081008 20081008202638 ACCESSION NUMBER: 0000891092-08-004934 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080919 FILED AS OF DATE: 20081008 DATE AS OF CHANGE: 20081008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jazz Technologies, Inc. CENTRAL INDEX KEY: 0001337675 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203014632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4321 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 435-8000 MAIL ADDRESS: STREET 1: 4321 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Acquicor Technology Inc DATE OF NAME CHANGE: 20050831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Point Capital L.P. CENTRAL INDEX KEY: 0001332784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32832 FILM NUMBER: 081115106 BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 542-4000 MAIL ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 4 1 e33167_ex.xml X0303 4 2008-09-19 1 0001337675 Jazz Technologies, Inc. JAZ 0001332784 Silver Point Capital L.P. TWO GREENWICH PLAZA, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2008-09-19 4 J 0 1571100 D 0 D Common Stock Purchase Warrant 5.00 2008-09-19 4 J 0 3761950 D 2007-04-15 2011-03-15 Common Stock 3761950 0 D Convertible Senior Notes 7.33 2008-09-19 4 J 0 1773538 D 2007-02-20 2011-12-31 Common Stock 1773538 0 D The consummation of the merger contemplated by that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of May 19, 2008, among the Issuer, Tower Semiconductor Ltd. ("Tower") and certain of their respective affiliates occurred on September 19, 2008. Pursuant to the Merger Agreement, each share of common stock of the Issuer, par value $0.0001 per share, held by the Reporting Person was automatically converted into the right to receive 1.8 ordinary shares of Tower, par value NIS 1.00. Silver Point Capital, L.P. ("Silver Point") is the investment manager of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, Ltd. (the "Funds") and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Messrs. Edward A. Mule and Robert J. O'Shea are each members of Management and as a result may be deemed to be the beneficial owners of all securities held by the Funds. Messrs. Rule and O'Shea disclaim beneficial ownership of the reported securities held by the Funds except to the extent of their pecuniary interests. Pursuant to the Merger Agreement, each outstanding warrant to purchase one share of common stock of the Issuer, became a warrant to purchase 1.8 ordinary shares of Tower, at an exercise price of $2.78 per share. Pursuant to the Merger Agreement, the Convertible Senior Notes will be convertible into 245.57 ordinary shares of Tower per $1,000 aggregate principal amount of Convertible Senior Notes. /s/ Frederick H. Fogel 2008-10-08 -----END PRIVACY-ENHANCED MESSAGE-----