RegAlert2005-11-16
Added · Updated
SEC Division of Corporation Finance no-action letter: Jazz Semiconductor, Inc.
Jazz Semiconductor, Inc. requests no-action relief from the registration requirements of Section 12(g) of the Securities Exchange Act of 1934 for stock options granted under its 2002 Amended and Restated Equity Incentive Plan. The Company asserts that the options do not constitute equity securities of the same class as its outstanding common or preferred stock, thereby avoiding the need to register under Section 12(g). The Company undertakes to restrict the transferability of shares acquired upon option exercise and to repurchase unvested shares upon employment termination to maintain the non-transferable nature of the awards.
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S TRADLING Y OCCA C ARLSON & R AUTH
SAN FRANCISCO OFFICE
44 MONTGOMERY STREET, SUITE 4200
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE (415) 283-2240
K.C. SCHAAF FACSIMILE (415) 283-2255
DIRECT DIAL: (949) 725-4155
EMAIL: KCSCHAAF@SYCR.COM
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CA 92660-6422
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
SANTA BARBARA OFFICE
302 OLIVE STREET
SANTA BARBARA, CALIFORNIA 93101
TELEPHONE (805) 564-0065
FACSIMILE (805) 564-1044
November 16, 2005
Via Federal Express
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Robert Plesnarski
Re: Jazz Semiconductor, Inc.
Dear Mr. Plesnarski:
On behalf of Jazz Semiconductor, Inc., a Delaware corporation (the "Company"), we hereby apply for an exemption under Section 12(h) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or request no action relief from the registration requirements of Section 12(g) of the Exchange Act with respect to stock options to be granted under the Company’s 2002 Amended and Restated Equity Incentive Plan (the "Plan"). Pursuant to our conversation on November 1, 2005, this letter supersedes and replaces our prior letter to the Office of the Chief Counsel dealing with same topic dated June 28, 2005.
I. Background
A. The Company and its Outstanding Common Stock and Capitalization The Company was incorporated in 2002 and it, together with its subsidiaries, operates as an independent wafer foundry focused primarily on specialty process technologies for the manufacture of analog and mixed-signal semiconductor devices. Prior to March 12, 2002, the Company’s business was the Newport Beach, California semiconductor fabrication operations of Conexant Systems, Inc. (“Conexant”). The Company was formed upon the contribution of those fabrication operations by Conexant to its wholly-owned subsidiary, Newport Fab, LLC (“Newport Fab”) and the contribution of Newport Fab by Conexant to the Company, together with a cash investment in the
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