-----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, Tw3a4SxkMhJYHM+k4YeG+eF22xOmDU9JwTtPU94Ndps39BrAb8bB7hXxw0EhSL8q S20UOX8d//Kp57xsw1MZVA== 0001178913-10-002232.txt : 20100827 0001178913-10-002232.hdr.sgml : 20100827 20100827161335 ACCESSION NUMBER: 0001178913-10-002232 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100827 DATE AS OF CHANGE: 20100827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOWER SEMICONDUCTOR LTD CENTRAL INDEX KEY: 0000928876 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-163196 FILM NUMBER: 101044221 BUSINESS ADDRESS: STREET 1: RAMAT GAVRIEL INDUSTRIAL PARK STREET 2: PO BOX 619 CITY: MIGDAL HAEMEK STATE: L3 ZIP: 23105 BUSINESS PHONE: 97246506611 MAIL ADDRESS: STREET 1: RAMAT GAVRIEL INDUSTRIAL PARK STREET 2: PO BOX 619 CITY: MIGDAL HAEMEK STATE: L3 ZIP: 23105 424B2 1 zk1008718.htm zk1008718.htm
Prospectus Supplement No. 8
  
Filed pursuant to Rule 424(b)(2)
(to Prospectus Supplement No. 4 dated April 23, 2010, and Prospectus dated December 28, 2009)
  
Registration Statement No. 333-163196

TOWER SEMICONDUCTOR LTD.

7,409,176 Ordinary Shares
 
Pursuant to this prospectus supplement, the accompanying Prospectus Supplement No. 4 and the accompanying base prospectus, we are offering 7,252,799 ordinary shares to YA Global Master SPV Ltd., or YA Global, for a total consideration of $10,000,000, pursuant to an advance made to us by YA Global under our previously announced Standby Equity Purchase Agreement, or SEPA, dated August 11, 2009, as amended on August 27, 2009, February 4, 2010 and April 22, 2010, with YA Global. This prospectus supplement also covers the issuance of 156,377 ordinary shares to YA Global in payment of $250,000 of the commitment fee payable to YA Global under the SEPA.   We expect to issue the shares to YA Global against payment therefo r and in satisfaction of the commitment fee on or about August 30, 2010.
 
         In addition to our issuance of ordinary shares to YA Global pursuant to the SEPA, this prospectus supplement, the accompanying Prospectus Supplement No. 4 and the accompanying base prospectus also cover the resale of those shares by YA Global to the public. YA Global may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended.
 
        Our ordinary shares are quoted on the NASDAQ Global Market and the Tel-Aviv Stock Exchange under the symbol “TSEM.” On August 26, 2010, the last reported sales prices of our ordinary shares on the NASDAQ Global Market and the Tel-Aviv Stock Exchange were $1.40 per share and NIS 5.452 per share, respectively.
 
The shares are being issued as part of the commitment by YA Global to purchase from time to time, at our option, our ordinary shares pursuant to the SEPA.  After giving effect to the issuance of the shares and payment therefor as described in this prospectus supplement a maximum of $49,185 is available for future advances under the SEPA.
 
Investing in our securities involves a high degree of risk. See “Risk Factors” referred to and included beginning on page S-2 of the accompanying Prospectus Supplement No. 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is August 27, 2010
 
 
 
 
 
THE OFFERING
 
Securities offered
  
7,409,176 ordinary shares of Tower Semiconductor Ltd.
     
Purchaser
  
YA Global Master SPV Ltd., pursuant to the Standby Equity Purchase Agreement dated August 11, 2009 and amended on August 27, 2009, February 4, 2010 and April 22, 2010.
     
Purchase price; other consideration
  
$10,000,000; $250,000 in payment of commitment fee.
     
Settlement date
  
On or about August 30, 2010.
     
Use of proceeds
  
We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use of Proceeds” in the accompanying Prospectus Supplement No. 4.
     
Symbol for Ordinary Shares on Nasdaq
Global Market and Tel-Aviv Stock Exchange
  
TSEM
     
Resale
  
This prospectus supplement, the accompanying Prospectus Supplement No. 4 and the accompanying base prospectus also cover the resale of the ordinary shares by YA Global to the public. See “Plan of Distribution” in the accompanying Prospectus Supplement No. 4.

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