-----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, RDdwUDiqbYmzeB5I9LaKS2E/OZr+7MsQj9smpJxzyhjCg3thWzpaD6PE6T2Tght1 2Q4Vj73owJbFBVdVGSawnA== 0001144204-06-052168.txt : 20061212 0001144204-06-052168.hdr.sgml : 20061212 20061212081221 ACCESSION NUMBER: 0001144204-06-052168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Acquicor Technology Inc CENTRAL INDEX KEY: 0001337675 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203014632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32832 FILM NUMBER: 061270206 BUSINESS ADDRESS: STREET 1: 4910 BIRCH STREET STREET 2: SUITE 102 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949 759-3434 MAIL ADDRESS: STREET 1: 4910 BIRCH STREET STREET 2: SUITE 102 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 v060156_8k.htm Unassociated Document


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): December 12, 2006


 
ACQUICOR TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
001-32832
 
20-3320580
(Commission File Number)
 
(IRS Employer Identification No.)

4910 Birch St., Suite 102
Newport Beach, California 92660

(Address of principal executive offices, including 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:

¨ 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 December 12, 2006, Acquicor Technology Inc. (the “Company”) announced the pricing of $145 million of convertible senior notes due 2011 (plus an additional amount up to $21.75 million at the option of the initial purchasers). A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.
Description
   
99.1
Press Release dated December 12, 2006 issued by Acquicor Technology Inc.




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: December 12, 2006 By:   /s/ Gilbert F. Amelio
 
Gilbert F. Amelio, Ph.D.
  Chief Executive Officer

 


EXHIBIT INDEX
 
Exhibit No.
Description
99.1
Press Release dated December 12, 2006 issued by Acquicor Technology Inc.

 
 
 
 
 
 

 
EX-99.1 2 v060156_ex99-1.htm Unassociated Document
 
Acquicor Technology Inc. Announces Pricing of $145 Million Private Offering of Convertible Senior Notes 

NEWPORT BEACH, CA - (December 12, 2006) - Acquicor Technology Inc. (AMEX: AQR), announced today the pricing of a private placement of $145 million of its 8% convertible senior notes due 2011 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”). This offering is expected to close on December 15, 2006.

In addition, Acquicor Technology Inc. has granted the initial purchasers a 45-day option to buy up to an additional $21.75 million of the notes. The notes are convertible into shares of the company’s common stock at an initial conversion price of $7.33 per share. Pending the approval by its stockholders of the merger of its wholly-owned subsidiary with and into Jazz Semiconductor, Inc., the gross proceeds of the offering will be placed into an escrow account and upon such approval, the net proceeds would be released to Acquicor to fund the merger consideration and for general corporate purposes.

This announcement is neither an offer to sell nor a solicitation to buy any of these notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The notes being offered and the common stock issuable upon exchange of the notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States, absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
 
About Acquicor

Acquicor (AMEX: AQR) is a company formed by Gilbert F. Amelio, Ph.D., Ellen M. Hancock and Steve Wozniak for the purpose of acquiring, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, one or more domestic and/or foreign operating businesses in the technology, multimedia and networking sectors. Acquicor raised gross proceeds of $172.5 million through its March 2006 initial public offering, and $164.3 million was placed in the trust account pending the completion of a business combination. On September 26, 2006, Acquicor and Jazz Semiconductor, Inc. announced that they have entered into a merger agreement. The merger is expected to be completed in the first quarter of 2007 subject to a number of closing conditions. For more information, please visit http://www.acquicor.com.

Contact:

Public & Investor Relations:
Market Street Partners
Kate Sidorovich / Jon Avidor, 415-445-3236 / 415-445-3234
kate@marketstreetpartners.com
jon@marketstreetpartners.com

or
Media:
For Jazz Semiconductor:
Lauri Julian, 949-715-3049
l.julian@mediaconnectpr.com
 

or
For Acquicor:
Market Street Partners
Cheryl Reiss, 415-445-3237
cheryl@marketstreetpartners.com
 

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