-----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, PTM2S4tAxGn9fdR6xszeTQNT44mwODsAtNTOfYDknsNq2NyEYHFnrphaxo5JjvQW SAlHwRYdy3rYuZJTcTIZKQ== 0001144204-07-068855.txt : 20071221 0001144204-07-068855.hdr.sgml : 20071221 20071221144542 ACCESSION NUMBER: 0001144204-07-068855 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071219 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32832 FILM NUMBER: 071322580 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 8-K 1 v097963_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 19, 2007
 

 
JAZZ TECHNOLOGIES, 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.)

4321 Jamboree Road
Newport Beach, California 92660
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (949) 435-8000
 
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 7.01. REGULATION FD DISCLOSURE.
 
On December 19, 2007, Jazz Technologies, Inc. (the “Company”) announced that its Board of Directors has authorized an increase in the maximum amount that the Company may spend on purchases under its stock and warrant repurchase program. The maximum amount has been increased from $50 million to $52 million. The stock and warrant repurchase program was announced on January 11, 2007 and is scheduled to expire on January 15, 2008.

The Company also announced that between December 14 and 17, 2007, it paid approximately $8.7 million for the repurchase of $10.5 million in original principal amount of its 8% convertible senior notes issued in December 2006.

A copy of the press release announcing the increase in the maximum authorized amount under the stock and warrant repurchase program and the Company’s repurchase of its convertible senior notes is furnished herewith as Exhibit 99.1.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
   
Exhibit No.
Description
   
99.1
Press release dated December 19, 2007.
   
 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Jazz Technologies, Inc. Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
     
 
JAZZ TECHNOLOGIES, INC.
 
 
 
 
 
 
Dated: December 21, 2007 By:    /s/ Allen R. Grogan                             
 
Allen R. Grogan
Chief Legal Officer and Secretary
   
 

 
 
EXHIBIT INDEX
 
Exhibit No.
Description
   
99.1
Press release dated December 19, 2007.
 

 
 
 
 
 
EX-99.1 2 v097963_ex99-1.htm Unassociated Document
 Jazz Technologies, Inc. Repurchases Convertible Notes and Increases Amount It Is Authorized To Spend Under Its Stock and Warrant Repurchase Program
 
NEWPORT BEACH, Calif.—December 19, 2007--Jazz Technologies (Amex:JAZ) today announced that
 
-  
the company has recently repurchased $10.5 million in original principal amount of its convertible securities to reduce the company's debt obligations and reduce its cost of capital, and

-  
its Board of Directors has increased the amount that the company is authorized to spend on purchases under its stock and warrant repurchase program from up to $50 million to up to $52 million.
 
Between December 14 and 17, 2007, Jazz repurchased $10.5 million in original principal amount of its 8% convertible senior notes issued in December 2006 at a total purchase price of approximately $8.7 million. The purchase price Jazz paid for these convertible senior notes ranged between 82% and 83% of the principal amount of such notes. After these repurchases, approximately $135.7 million in principal amount of convertible senior notes remains outstanding.
 
The stock and warrant repurchase program was announced on January 11, 2007 and is scheduled to expire on January 15, 2008. As of December 14, 2007, Jazz Technologies has spent approximately $49.7 million under the stock and warrant repurchase program.
 
Purchases under the stock and warrant repurchase program will be made from time to time at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The program may be discontinued at any time.
 
About Jazz Technologies and Jazz Semiconductor
 
Jazz Technologies(TM) (AMEX:JAZ) is the parent company of its wholly owned subsidiary, Jazz Semiconductor, Inc. Jazz Semiconductor(R) is an independent wafer foundry focused primarily on specialty CMOS process technologies, including High Voltage CMOS, SiGe BiCMOS and RFCMOS for the manufacture of highly integrated analog intensive mixed-signal semiconductor devices. The company's specialty process technologies are designed for customers who seek to produce analog and mixed-signal semiconductor devices that are smaller and more highly integrated, power-efficient, feature-rich and cost-effective than those produced using standard process technologies. Jazz Semiconductor's customers target the wireless and high-speed wireline communications, consumer electronics, automotive and industrial end markets. Jazz Semiconductor's U.S. wafer fabrication facilities, and its and Jazz Technologies' executive offices, are located in Newport Beach, CA. For more information, please visit and http://www.jazztechnologies.com and http://www.jazzsemi.com.
 

 
Forward-looking Statements
 
This press release, and other statements Jazz Technologies or Jazz Semiconductor may make, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to expected purchases under the stock and warrant repurchase program. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "expect," "anticipate," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," "result" and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions.
 
Forward-looking statements are based largely on expectations and projections about future events and future trends and are subject to numerous assumptions, risks and uncertainties, which change over time. Jazz Technologies' actual stock and warrant repurchases could be materially less than the aggregate repurchase authorized due to the company's decision to discontinue the program, market conditions being unfavorable for stock and warrant repurchases or the company's need to use its working capital for other purposes. Jazz Technologies' filings with the SEC are accessible on the SEC's website at http://www.sec.gov. Forward-looking statements speak only as of the date they are made.
 
CONTACT: for Jazz Technologies
Kate Sidorovich, 415-445-3236 (Investor Relations)
kate@marketstreetpartners.com
Jon Avidor, 415-445-3234 (Investor Relations)
jon@marketstreetpartners.com
 
 

 
 

 


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