Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
JAZZ TECHNOLOGIES, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • ACQUICOR TECHNOLOGY INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

4321 JAMBOREE ROAD
NEWPORT BEACH, CA 92660
Phone Number: subscription required

Item 1. Issuer's Identity

Name of Issuer:
TOWER SEMICONDUCTOR LTD
Jurisdiction of Incorporation/Organization
IS
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

RAMAT GAVRIEL INDUSTRIAL PARK
HAMADA STREET
MIGDAL HAEMEK, L3 23105
Phone Number: subscription required

Item 3. Related Persons

Name
RUSSELL ELLWANGER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
CEO OF TOWER SEMICONDUCTOR LTD. AND CHAIRMAN OF THE BOARD OF JAZZ TECHNOLOGIES, INC.

Item 3. Related Persons

Name
NABIL ALALI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
SENIOR VICE PRESIDENT - OPERATIONS, SITE GM OF JAZZ TECHNOLOGIES, INC.

Item 3. Related Persons

Name
RONIT VARDI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response
CHIEF FINANCIAL OFFICER OF JAZZ TECHNOLOGIES, INC.

Item 3. Related Persons

Name
ITZHAK EDREI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
PRESIDENT OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
EPHIE KOLTIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF OPERATING OFFICER OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
OREN SHIRAZI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CFO AND SENIOR VP OF FINANCE OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
DALIT DAHAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
SENIOR VP OF HUMAN RESOURCES AND IT OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
NATI SOMEKH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
SENIOR VP, CHIEF LEGAL OFFICER AND SECRETARY OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
YOSSI NETZER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
SENIOR VP OF CORPORATE PLANNING OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
RAFI MOR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
REPRESENTATIVE DIRECTOR AND CEO OF TOWERJAZZ JAPAN, LTD. AND DIRECTOR OF JAZZ TECHNOLOGIES, INC.

Item 3. Related Persons

Name
AMIR ELSTEIN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
ALEX KORNHAUSER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
KALMAN KAUFMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD

Item 3. Related Persons

Name
ILAN FLATO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
DANA GROSS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
RAMI GUZMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
YOAV DOPPELT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 3. Related Persons

Name
SAGI KABLA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
DIRECTOR OF TOWER SEMICONDUCTOR LTD.

Item 4. Industry Group

MANUFACTURING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
03/25/2014

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Equity
  • Debt

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
58307000
Total Amount Sold
58307000
Total Remaining to be Sold
0
Clarification of Response
THE $58,307,000 OF 8% CONVERTIBLE SENIOR NOTES DUE 2018 OF JAZZ TECHNOLOGIES, INC. ARE CONVERTIBLE INTO AN AGGREGATE OF 5,790,150 ORDINARY SHARES OF TOWER SEMICONDUCTOR LTD., THE PARENT COMPANY OF JAZZ.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
41

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
JAZZ TECHNOLOGIES, INC.
Issuer Signature
/S/ RONIT VARDI
Signer Name
RONIT VARDI
Signer Title
CFO
Signature Date
04/09/2014
Issuer Name
TOWER SEMICONDUCTOR LTD
Issuer Signature
/S/ OREN SHIRAZI
Signer Name
OREN SHIRAZI
Signer Title
CFO
Signature Date
04/09/2014

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