UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): TOWER SEMICONDUCTOR LTD.
B. (1) This is [CHECK ONE]
[X] an original filing for the Filer
[_] an amended filing for the Filer
(2) Check the box if you are filing Form F-X in paper in accordance with
Regulation S-T Rule 101(b)(9) [_]
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: TOWER SEMICONDUCTOR LTD.
Form type: FORM CB
File Number (if known): 005-45635
Filed by: TOWER SEMICONDUCTOR LTD.
Date filed (if filed concurrently, so indicate): CONCURRENTLY
D. The Filer is incorporated or organized under the laws of ISRAEL and has its
principal place of business at:
RAMAT GAVRIEL
P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 23105
TELEPHONE: +972-4-650-6611
E. The Filer designates and appoints TOWER SEMICONDUCTOR USA ("Agent") located
at:
2350 MISSION COLLEGE BLVD. SUITE 500
SANTA CLARA, CA 95054
TELEPHONE: (408) 330-6886
as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the Commission;
and
(b) any civil suit or action brought against the Filer or to which the Filer has
been joined as defendant or respondent, in any appropriate court in any place
subject to the jurisdiction of any state or of the United States or of any of
its territories or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or relates to or
concerns: (i) any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form CB on [September 8,
2006] or any purchases or sales of any security in connection therewith; (ii)
the securities in relation to which the obligation to file an annual report on
Form 40-F arises, or any purchases or sales of such securities; (iii) any tender
offer for the securities of a Canadian issuer with respect to which filings are
made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or
(iv) the securities in relation to which the Filer acts as trustee pursuant to
an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of
an administrative subpoena shall be effected by service upon such agent for
service of process, and that the service as aforesaid shall be taken and held in
all courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. The Filer stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any
time until six years have elapsed following the effective date of the latest
amendment to the Form CB;
The Filer further undertakes to advise the Commission promptly of any change to
the Agent's name or address during the applicable period by amendment of this
Form, referencing the file number of the relevant form in conjunction with which
the amendment is being filed.
G. The Filer further undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the Forms, Schedules and offering statements described in General
Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as applicable;
the securities to which such Forms, Schedules and offering statements relate;
and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of Migdal Haemek, Israel this 7th day of
September, 2006.
Filer: TOWER SEMICONDUCTOR LTD.
By: /s/ Russell C. Ellwanger
----------------------------
Russell C. Ellwanger
Director and Chief Executive Officer
This statement has been signed by the following persons in the capacities and on
the dates indicated.
Agent: TOWER SEMICONDUCTOR USA
By: /s/ Russell C. Ellwanger
----------------------------
Russell C. Ellwanger
Chief Executive Officer
Date: September 7, 2006