8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2006

ACQUICOR TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 333-128058 (Commission File No.) 20-3320580 (IRS Employer Identification No.)

4910 Birch St., Suite 102

Newport Beach, CA 92660

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (949) 759-3434

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. OTHER EVENTS.

On November 15, 2006, Acquicor Technology Inc. (the “Company”) entered into a unit purchase option clarification agreement with the holders of the unit purchase options issued in connection with the Company’s initial public offering. The agreement clarifies that if the Company is unable to deliver securities pursuant to the exercise of the unit purchase options or the underlying warrants because a registration statement under the Securities Act of 1933, as amended, with respect to the securities to be issued upon exercise is not effective, then in no event would the Company be obligated to pay cash or other consideration to the holders or otherwise “net-cash settle” any unit purchase option or warrant exercise and that accordingly the unit purchase options may expire, and the underlying warrants may expire or be redeemed, unexercised and may be deprived of any value.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Number	Description
4.7	Unit Purchase Option Clarification Agreement dated as of November 15, 2006 between the Registrant and each of the holders of the Registrant’s unit purchase options

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Acquicor Technology Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Acquicor Technology Inc.
Dated: November 16, 2006	By:	/s/ Gilbert F. Amelio
		Gilbert F. Amelio, Ph.D.
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Number	Description
4.7	Unit Purchase Option Clarification Agreement dated as of November 15, 2006 between the Registrant and each of the holders of the Registrant’s unit purchase options

EX-4.7

Exhibit 4.7

UNIT PURCHASE OPTION

CLARIFICATION AGREEMENT

This UNIT PURCHASE OPTION CLARIFICATION AGREEMENT (this ‘‘Agreement’’), dated November 15, 2006, is made by and between Acquicor Technology Inc. (the ‘‘Company’’) and each of the holders designated on the signature page hereof (‘‘Holders’’), to each Unit Purchase Option (defined below).

WHEREAS, on March 17, 2006, the Company issued those certain Unit Purchase Options (the ‘‘Unit Purchase Options’’) to ThinkEquity Partners LLC in connection with the Company’s initial public offering, and the Holders are the current holders of the Unit Purchase Options; and

WHEREAS, the parties hereto have agreed that the Unit Purchase Options be amended as set forth herein to clarify the understanding between the parties with respect to the terms of the Unit Purchase Options, such amendment effective as of March 17, 2006.

NOW, THEREFORE, in consideration of the premises and of the agreements contained herein, the parties hereto hereby agree as follows:

1.Each Unit Purchase Option is hereby amended by adding the following new Section 2.5 to such Unit Purchase Options:

‘‘2.5    No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, if the Company is unable to deliver any securities pursuant to the exercise of this Purchase Option or the Warrants underlying the Purchase Option because a registration statement under the Securities Act of 1933, as amended, with respect to the securities to be issued upon such exercise is not effective, the Company will have no obligation to pay such registered holder any cash or otherwise ‘‘net cash settle’’ the Purchase Option or the Warrants underlying the Purchase Option. Accordingly, the Purchase Option may expire, and the Warrants underlying the Purchase Option may expire or be redeemed, unexercised and such securities may be deprived of any value.’’

2.Upon the due execution and delivery of this Agreement by the parties hereto, on and after the date hereof each reference in the Unit Purchase Options to this ‘‘Purchase Option’’, ‘‘hereunder’’, ‘‘hereof’’, ‘‘herein’’ or words of like import referring to the Unit Purchase Options shall mean and be a reference to the Unit Purchase Options, as amended hereby. Except as specifically amended above, the Unit Purchase Options shall remain in full force and effect and is hereby ratified and confirmed.

3.This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.

Exhibit 4.7

IN WITNESS WHEREOF, the parties have executed this UNIT PURCHASE OPTION CLARIFICATION AGREEMENT as of the date first set forth above.

ACQUICOR TECHNOLOGY INC.
By:	/s/ Gilbert F. Amelio
	Name:Gilbert F. Amelio
	Title:Chairman and Chief Executive Officer

THINKEQUITY PARTNERS LLC
By:	/s/ Jerome J. Joondeph, Jr.
	Name:Jerome J. Joondeph, Jr.
	Title: CFO and General Counsel

CRT CAPITAL GROUP LLC
By:	/s/ Christopher Chase
	Name:Christopher Chase
	Title:Managing Director

WEDBUSH MORGAN SECURITIES, INC.
By:	/s/ Gary Wedbush
	Name:Gary Wedbush
	Title:EVP, Capital Markets

GUNN ALLEN FINANCIAL, INC.
By:	/s/ Dean G. Tanella
	Name:Dean G. Tanella
	Title:EVP, Capital Markets
	/s/ Paul Pittman
	PAUL PITTMAN

[Signature Page to Unit Purchase Option Clarification Agreement]