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): July 15, 2010
 

 
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:
 
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 1.01                      Entry into a Material Definitive Agreement.
 
The disclosure set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 2.03                      Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
 
As previously reported, on July 9, 2010, Jazz Technologies, Inc. (the “Company”), together with its domestic subsidiaries and its parent, Tower Semiconductor Ltd. (“Tower”), entered into an exchange agreement (the “Exchange Agreement”) with certain holders (the “Participating Holders”) holding approximately $79.6 million principal amount of the Company’s outstanding 8% senior convertible notes due 2011(the “Old Notes”).  Under the Exchange Agreement, the Participating Holders agreed to exchange their Old Notes for approximately $93.5 million in aggregate principal amount of newly-issued 8% senior notes of the Company due 2015 (the “New Notes”) and warrants  to purchase approximately 25.2 million ordinary shares of Tower (the “Tower Warrants”).  On July 15, 2010,  the transactions contemplated by the Exchange Agreement were consummated, resulting in the issuance of the New Notes and Tower Warrants in exchange for the Old Notes in accordance with the terms of the Exchange Agreement.
 
For additional information regarding the exchange transaction and the terms of the New Notes and Tower Warrants, including a description of the indenture, warrant agreement and registration rights agreements entered into at the closing, see our Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2010, which Report is incorporated by reference herein.
 
The exchange transaction has not been registered and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the securities offered in the exchange may not be offered or sold in the United States absent registration or an applicable exemption from registration.  The exchange transaction was entered into with the exchanging bondholders party to the exchange agreement in reliance upon applicable exemptions from the registration requirements of the Securities Act.  This disclosure is not an offer to exchange or a solicitation of an offer to exchange any securities.
 
 
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 SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Jazz Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Jazz Technologies, Inc.
 
       
Dated: July 16, 2010
By:
/s/ Susanna H. Bennett  
   
Susanna H. Bennett
 
   
Chief Financial Officer
 
       
 
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