FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR THE MONTH OF MARCH 2004
TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)
Ramat Gavriel Industrial Park
P.O. Box 619, Migdal Haemek, Israel 23105
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No x
---- ---
On March 9, 2004, the Registrant announced the Silicon migration of a
new product performed by the Registrant's Authorized Design Center program.
Attached hereto as Exhibit 1 is the press release relating to such announcement.
On February 23, 2004, the Registrant announced the expedited production
of a mixed-signal integrated circuit for Smart Link. Attached hereto as Exhibit
2 is the press release relating to such announcement.
On February 20, 2004, the Registrant announced a partial exercise of
the over-allotment option relating to the Registrant's follow-on public offering
consummated in January 2004. Attached hereto as Exhibit 3 is the press release
relating to such announcement.
On February 9, 2004, the Registrant announced the receipt of an
environmental management certification. Attached hereto as Exhibit 4 is the
press release relating to such announcement.
This Form 6-K is being filed and incorporated by reference in all
effective registration statements filed by the Registrant under the Securities
Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOWER SEMICONDUCTOR LTD.
Date: March 15, 2004 By: /s/ Tamar Cohen
--------------------------
Tamar Cohen
Corporate Secretary
Exhibit 1
Tower Semiconductor's Authorized Design Center Program Achieves a New Silicon
Migration Success
Tuesday March 9, 7:30 am ET
Smaller Die Size, Improved Performance and Higher Yields Realized Through
Tower's Partnership With Sycon Design
MIGDAL HAEMEK, Israel--(BUSINESS WIRE)--March 9, 2004-- Tower Semiconductor Ltd.
(Nasdaq:TSEM - News; TASE:TSEM) today announced the new migration of a complex
high-performance, custom integrated circuit device. The device was designed by
Sycon Design Inc., a member of Tower Authorized Design Center program, for
Comtech AHA Corporation (CAC), a wholly owned subsidiary of Comtech
Telecommunications Corp. (Nasdaq:CMTL - News). Comtech AHA's forward-error
correction circuit (AHA4541) is the first Comtech AHA order manufactured using
Tower's 0.18-micron process technology in its Fab 2 production facility.
Sycon optimized the design for Tower's manufacturing process technology,
achieving:
o 30% die size reduction
o Improvement of more than 100% in performance
o Considerably higher product yields over previous devices manufactured
by a leading foundry's 0.18-micron technology.
"We were faced with an accelerated development timetable and demanding
functional requirements," said Bill Thomson, president of Comtech AHA
Corporation. "The teamwork with Tower Semiconductor and Sycon Design allowed us
to stay on schedule, and surpass our performance and quality targets with
state-of-the-art technology and design expertise. The partnership for this
migration strengthened our business relationship with Tower, which has seen more
than 10 years of successful cooperation utilizing Tower's Fab 1 technologies."
The AHA4541 is designed for use in applications that require very high data
rates, and has demonstrated bandwidth efficiency with stringent data reliability
requirements.
"Our experienced design team has a proven track record of improving chip
performance and delivering complex designs on time," said Sharon Zohar,
president, chief executive officer and founder of Sycon Design. "As a Tower
Authorized Design Center, we offer extensive experience with Tower's process
flows and intellectual property, enabling quick, cost-effective physical design
implementation with superior results."
"The first-time silicon success of the Comtech AHA demanding project,
demonstrates the effectiveness of Tower's quality and reliability systems,
incorporated with Tower's Authorized Design Center Program," said Doron Simon,
vice president of marketing and president of Tower USA, "As a result, our
customer enjoys high performance and yield, die size reduction and reduced time
to market."
About CAC
Comtech AHA Corporation develops and markets superior integrated circuits and
intellectual property core technology for communications systems architects
worldwide. CAC provides flexible, cost-effective solutions for today's growing
bandwidth and reliability challenges. Located in Pullman, Wash., CAC has been
setting the standard in Forward Error Correction and Lossless Data Compression
technology for more than a decade and offers a variety of standard and custom
hardware and IP solutions. For more information, visit www.aha.com. Comtech AHA
Corporation is a wholly owned subsidiary of Comtech Telecommunications Corp.
(Nasdaq:CMTL - News).
About Sycon Design
Sycon Design Inc., a Tower Semiconductor Authorized Design Center, provides
proven software technology and optimization services that achieve
next-generation performance with today's manufacturing processes to deliver
highly optimized complex integrated circuits. Sycon Design serves customers with
ultra-high density IC requirements where the need for advanced physical design
tools (RTL-GDSII) is high. Sycon Design can maximize performance, optimize power
consumption and produce the smallest chip area. Sycon Design is located at 385
Reed Street, Santa Clara, CA 95050. Web site: www.sycon-design.com.
About Tower Semiconductor Ltd.
Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures integrated circuits with geometries ranging from
1.0 to 0.18 micron; it also provides complementary technical services and design
support. In addition to digital CMOS process technology, Tower offers advanced
non-volatile memory solutions, mixed-signal and CMOS image-sensor technologies.
To provide world-class customer service, the company maintains two manufacturing
facilities: Fab 1 has process technologies from 1.0 to 0.35 micron and can
produce up to 16,000 150mm wafers per month. Fab 2 features 0.18-micron and
below process technologies, including foundry-standard technology. When
complete, Fab 2 is expected to offer full production capacity of 33,000 200mm
wafers per month. The Tower Web site is located at www.towersemi.com.
Safe Harbor for Tower Semiconductor Ltd.
This press release includes forward-looking statements, which are subject to
risks and uncertainties. Actual results may vary from those projected or implied
by such forward-looking statements. Potential risks and uncertainties include,
without limitation, risks and uncertainties associated with: (i) our ability to
completely satisfy Comtech AHA Corporation's production orders in Fab 2, (ii)
the completion of the equipment installation, technology transfer and ramp-up of
production in Fab 2, (iii) having sufficient funds to complete the Fab 2
project, (iv) the cyclical nature of the semiconductor industry and the
resulting periodic overcapacity, (v) operating our facilities at satisfactory
utilization rates, (vi) our ability to capitalize on increases in demand for
foundry services, (vii) meeting the conditions to receive Israeli government
grants and tax benefits approved for Fab 2 and obtaining the approval of the
Israeli Investment Center to extend the five-year investment period under our
Fab 2 approved enterprise program and of amendments to our modified business
plan, (viii) attracting additional customers, (ix) not receiving orders from our
wafer partners and technology providers, (x) failing to maintain and develop our
technology processes and services, (xi) competing effectively, (xii) our large
amount of debt and our satisfying the covenants set forth in our amended
facility agreement, (xiii) achieving acceptable device yields, product
performance and delivery times and (xiv) the completion of the documentation for
the Siliconix agreement. A more complete discussion of risks and uncertainties
that may affect the accuracy of forward-looking statements included in this
press release or which may otherwise affect our business is included under the
heading "Risk Factors" in our most recent Annual Report on Form 20-F as was
filed with the Securities and Exchange Commission and the Israel Securities
Authority.
- -----------------------------
Contact:
Tower Semiconductor USA
Michael Axelrod, 408-330-6871
micha@tower-usa.com
or
PR Agency Contact:
Loomis Group
Julie Lass, 713-526-3737
lassj@loomisgroup.com
or
Comtech AHA Corporation
Carly Lister, 509-334-1000
clister@aha.com
or
Sycon Design Inc.
Phyllis Orlando, 408-980-5490
phyllis@sycon-design.com
Exhibit 2
Tower Semiconductor Expedites Production of Mixed-Signal Integrated Circuit for
Smart Link
Monday February 23, 7:22 am ET
Record Time for Initial Production from Prototyping
MIGDAL HAEMEK & NETANYA, Israel--(BUSINESS WIRE)--Feb. 23, 2004--Tower
Semiconductor (NASDAQ: TSEM; TASE: TSEM) has launched production of a
Coder-Decoder (CODEC) integrated circuit (IC) for Smart Link, Ltd., a leading
developer and supplier of modem solutions for the communications industry. With
an initial production order released already and forecasted orders of few
million dice, this production marks the opportunity for a long term relationship
between Tower and Smart Link. Utilizing 0.18-micron, mixed-signal technology in
its Fab 2 facility, Tower's prototype process enabled the successful development
of Smart Link's SL2800B (Raptor). Tower began producing the SL2800B (Raptor) ICs
shortly after prototyping began, utilizing Tower's Shuttle program. Factors
essential to the acceleration of production were the simultaneous implementation
of the intellectual property (IP) block with the packaging and testing of the
first batch of ICs.
Avnet ASIC Israel and Chipidea, participants in Tower's Authorized Design Center
program (TADC), helped to achieve first silicon quickly and efficiently.
Chipidea provided the mixed signal IP, and Avnet ASIC Israel provided design
kits, libraries and other manufacturing tools. Avnet has also integrated the IP
and Smart Link logic design and performed Place and Route, Test Vector
Generation and Tape Out according to Tower's Design Rules.
"The Smart Link project demonstrates Tower's ability to accelerate the time from
project kick-off to production, helping customers achieve exceptional
time-to-market," said Danny Hacohen, Tower's vice president of sales for Europe
and Asia. "Tower's leadership in mixed-signal execution and close work with its
customer and design partners lead to first-time silicon production with maximum
efficiency."
"Smart Link benefits greatly from the combined resources of Avnet, ChipIdea and
Tower," said Moty Mebel co-founder and CEO of Smart Link "The partnership made
the production and verification of our device possible in a quick and highly
efficient manner, and we look forward to future projects executed with the same
ease and cooperative spirit."
Tower's Authorized Design Center program was launched in September 2003 to help
customers accelerate the design-to-silicon process and enhance first-time
silicon success. Chipmakers, particularly fabless companies, can augment their
own design resources with the specialized design capabilities of
Tower-authorized design centers. By working with the design centers, chipmakers
can create integrated circuit designs optimized for Tower's manufacturing
process technologies. Authorized design centers are capable of designing both
complete integrated circuits and embedded IP blocks.
About Tower Semiconductor Ltd.
Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures integrated circuits with geometries ranging from
1.0 to 0.18 microns; it also provides complementary technical services and
design support. In addition to digital CMOS process technology, Tower offers
advanced non-volatile memory solutions, mixed-signal and CMOS image-sensor
technologies. To provide world-class customer service, the company maintains two
manufacturing facilities: Fab 1 has process technologies from 1.0 to 0.35
microns and can produce up to 16,000 150mm wafers per month. Fab 2 features
0.18-micron and below process technologies, including foundry-standard
technology. When complete, Fab 2 is expected to offer full production capacity
of 33,000 200mm wafers per month. The Tower Web site is located at
www.towersemi.com.
About Smart Link Ltd.
Smart Link Ltd. is the third largest worldwide developer and supplier of
software-based communications products that provide Internet and Broadband
access for PC, Set-Top Boxes and internet appliance OEM markets. Smart Link's
technology enables it's customers to replace traditional, hardware-based
communications products with high-quality, user-friendly software-based
solutions that are smaller and less costly. Products include software and chips
that are easily integrated into personal computers (PCs) and information
appliances. Our products take advantage of the excess computing power of
advanced microprocessors to perform required communications tasks. Smart Link
maintains offices in Israel, USA, UK, Taiwan and China. For more information,
visit www.smlink.com.
Safe Harbor for Tower Semiconductor Ltd.
This press release includes forward-looking statements, which are subject to
risks and uncertainties. Actual results may vary from those projected or implied
by such forward-looking statements. Potential risks and uncertainties include,
without limitation, risks and uncertainties associated with: (i) our ability to
completely satisfy Smart Link's production orders in Fab 2, (ii) the completion
of the equipment installation, technology transfer and ramp-up of production in
Fab 2, (iii) having sufficient funds to complete the Fab 2 project, (iv) the
cyclical nature of the semiconductor industry and the resulting periodic
overcapacity, (v) operating our facilities at satisfactory utilization rates,
(vi) our ability to capitalize on increases in demand for foundry services,
(vii) meeting the conditions to receive Israeli government grants and tax
benefits approved for Fab 2 and obtaining the approval of the Israeli Investment
Center to extend the five-year investment period under our Fab 2 approved
enterprise program and of amendments to our modified business plan, (viii)
attracting additional customers, (ix) not receiving orders from our wafer
partners and technology providers, (x) failing to maintain and develop our
technology processes and services, (xi) competing effectively, (xii) our large
amount of debt and our satisfying the covenants set forth in our amended
facility agreement, (xiii) achieving acceptable device yields, product
performance and delivery times and (xiv) the completion of the documentation for
the Siliconix agreement. A more complete discussion of risks and uncertainties
that may affect the accuracy of forward-looking statements included in this
press release or which may otherwise affect our business is included under the
heading "Risk Factors" in our most recent Annual Report on Form 20-F and in our
Form F-3, as amended, as were filed with the Securities and Exchange Commission
and the Israel Securities Authority.
- -----------------------------
Contact:
Tower Semiconductor, Ltd.
Iris Hirsch, 972-4-6506191
irishir@towersemi.com
or
Smart Link, Ltd.
Amir Lehr, 972-9-8638008
Amir_L@smlink.com
or
Loomis Group
Julie Lass, 713-526-3737
lassj@loomisgroup.com
Exhibit 3
Tower Semiconductor Announces Partial Exercise of Over-Allotment Option
Friday February 20, 11:00 am ET
MIGDAL HAEMEK, Israel--(BUSINESS WIRE)--Feb. 20, 2004--Tower Semiconductor
(NASDAQ: TSEM; TASE: TSEM), announced today that the underwriters for Tower's
recently completed follow-on public offering have partially exercised their
over-allotment option and have acquired an additional 444,500 Tower ordinary
shares.
Tower's public offering of 11.0 million ordinary shares closed on January 26,
2004. Net proceeds of the offering, including the partial exercise of the
over-allotment option, are approximately $75.2 million. Following this
over-allotment exercise, Tower will have 65,582,383 outstanding shares.
The offering was led by CIBC World Markets, Piper Jaffray and C.E. Unterberg,
Towbin.
About Tower Semiconductor Ltd.
Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures integrated circuits with geometries ranging from
1.0 to 0.18 microns; it also provides complementary manufacturing services and
design support. In addition to digital CMOS process technology, Tower offers
advanced non-volatile memory solutions, mixed-signal and CMOS image-sensor
technologies. To provide world-class customer service, the company maintains two
manufacturing facilities: Fab 1 has process technologies from 1.0 to 0.35
microns and can produce up to 16,000 150mm wafers per month. Fab 2 features
0.18-micron and below process technologies, including foundry-standard
technology, and will offer full production capacity of 33,000 200mm wafers per
month. The Tower Web site is located at www.towersemi.com.
Safe Harbor
This press release includes forward-looking statements, which are subject to
risks and uncertainties. Actual results may vary from those projected or implied
by such forward-looking statements. Potential risks and uncertainties include,
without limitation, risks and uncertainties associated with: (i) the completion
of the equipment installation, technology transfer and ramp-up of production in
Fab 2, (ii) having sufficient funds to complete the Fab 2 project, (iii) the
cyclical nature of the semiconductor industry and the resulting periodic
overcapacity, (iv) operating our facilities at satisfactory utilization rates,
(v) our ability to capitalize on increases in demand for foundry services, (vi)
meeting the conditions to receive Israeli government grants and tax benefits
approved for Fab 2 and obtaining the approval of the Israeli Investment Center
to extend the five-year investment period under our Fab 2 approved enterprise
program and of amendments to our modified business plan, (vii) attracting
additional customers, (viii) not receiving orders from our wafer partners and
technology providers, (ix) failing to maintain and develop our technology
processes and services, (x) competing effectively, (xi) our large amount of debt
and our satisfying the covenants set forth in our amended facility agreement,
and (xii) achieving acceptable device yields, product performance and delivery
times (xiii) the completion of the documentation for the Siliconix agreement. A
more complete discussion of risks and uncertainties that may affect the accuracy
of forward-looking statements included in this press release or which may
otherwise affect our business is included under the heading "Risk Factors" in
our most recent Annual Report on Form 20-F and in our Form F-3, as amended, as
were filed with the Securities and Exchange Commission and the Israel Securities
Authority.
- -----------------------------
Contact:
Loomis Group
Julie Lass
+1 (713) 526 3737
lassj@loomisgroup.com
or
Investor Relations Contact
Fusion IR & Communications
Sheldon Lutch
+1 (212) 268 1816
sheldon@fusionir.com
or
Tower Semiconductor USA
Michael Axelrod
+1 (408) 330 6871
pr@towersemi.com
Exhibit 4
Tower Semiconductor Receives Environmental Management Certification
Monday February 9, 7:30 am ET
ISO 14001 endorsement demonstrates commitment to highest standards for customers
and environment
MIGDAL HAEMEK, Israel--(BUSINESS WIRE)--Feb. 9, 2004-- In conjunction with its
corporate environmental management initiative, Tower Semiconductor Ltd. (NASDAQ:
TSEM - News; TASE: TSEM) has received ISO 14001 certification from The Standards
Institution of Israel.
A series of international standards on environmental management, ISO 14000
provides a framework for the development of an environmental management system
and the supporting audit program. ISO 14001 is the cornerstone standard of the
ISO 14000 series. It specifies a framework of control for an environmental
management system against which an organization can be certified by a third
party.
"Qualifying for ISO 14001 certification represents Tower's involvement and
interest in its surrounding community as well as in its customer requirements,"
said Ziv Hilleli, quality system director at Tower Semiconductor. "As a global
citizen, Tower must be aware of all environmental implications, and we must take
all necessary measures to eliminate any negative impact. We are fully committed
to implementing ISO 14001 principles to achieve continuous improvement in all
environmental aspects."
"I am very proud that Tower, the leading semiconductor foundry in Israel, is
implementing the ISO 14000 standard," said Ziva Patir, general director of The
Standards Institution of Israel. "This standard is most important for promoting
a policy of environmental management. All companies that implement the standard
promote environmental quality in their respective activities and in modern
society in general. There is no doubt," added Mrs. Patir, "that this standard
reflects the close interrelationship between the business community and the
quality of life in our modern world."
The ISO 14001 certification applies to all Tower manufacturing facilities,
including Fab 1 and the highly advanced Fab 2, where leading-edge semiconductor
devices with 0.18-micron and lower geometries are being manufactured. The
company's design center in Netanya, Israel received certification, as well.
In other environmental news, Tower Semiconductor was awarded the Sony Green
Partner certificate in December 2003. "This is a company-wide effort, and we are
all continually working together to meet standard requirements," said Rafi Nave,
vice president of customer service at Tower Semiconductor. "Our considerable
investment in quality management in general, and in environmental management in
particular, contributes to our success and continuous growth. We act responsibly
and respectfully in every aspect of our business - towards customers, suppliers
and the environment. We are honored to be recognized for our efforts."
About Tower Semiconductor Ltd.
Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures integrated circuits with geometries ranging from
1.0 to 0.18 microns; it also provides complementary technical services and
design support. In addition to digital CMOS process technology, Tower offers
advanced non-volatile memory solutions, mixed-signal and CMOS image-sensor
technologies. To provide world-class customer service, the company maintains two
manufacturing facilities: Fab 1 has process
technologies from 1.0 to 0.35 microns and can produce up to 16,000 150mm wafers
per month. Fab 2 features 0.18-micron and below process technologies, including
foundry-standard technology. When complete, Fab 2 is expected to offer full
production capacity of 33,000 200mm wafers per month. The Tower Web site is
located at www.towersemi.com.
Safe Harbor
This press release includes forward-looking statements, which are subject to
risks and uncertainties. Actual results may vary from those projected or implied
by such forward-looking statements. Potential risks and uncertainties include,
without limitation, risks and uncertainties associated with: (i) the completion
of the equipment installation, technology transfer and ramp-up of production in
Fab 2, (ii) having sufficient funds to complete the Fab 2 project, (iii) the
cyclical nature of the semiconductor industry and the resulting periodic
overcapacity, (iv) operating our facilities at satisfactory utilization rates,
(v) our ability to capitalize on increases in demand for foundry services, (vi)
meeting the conditions to receive Israeli government grants and tax benefits
approved for Fab 2 and obtaining the approval of the Israeli Investment Center
to extend the five-year investment period under our Fab 2 approved enterprise
program and of amendments to our modified business plan, (vii) attracting
additional customers, (viii) not receiving orders from our wafer partners and
technology providers, (ix) failing to maintain and develop our technology
processes and services, (x) competing effectively, (xi) our large amount of debt
and our satisfying the covenants set forth in our amended facility agreement,
and (xii) achieving acceptable device yields, product performance and delivery
times (xiii) the completion of the documentation for the Siliconix agreement. A
more complete discussion of risks and uncertainties that may affect the accuracy
of forward-looking statements included in this press release or which may
otherwise affect our business is included under the heading "Risk Factors" in
our most recent Annual Report on Form 20-F and in our Form F-3, as amended, as
were filed with the Securities and Exchange Commission and the Israel Securities
Authority.
- -----------------------------
Contact:
Tower Semiconductor USA
Michael Axelrod, 408-330-6871
micha@tower-usa.com
or
PR Agency:
Loomis Group
Julie Lass, 713-526-3737
lassj@loomisgroup.com
or
Investor Relations:
Fusion IR & Communications
Sheldon Lutch, 212-268-1816
sheldon@fusionir.com