Here’s an update from Alan Dye’s Section16.net blog earlier this week: The staff of the Division of Corporation Finance has issued another no-action letter to Tower Semiconductor Ltd. (TSEM) that effectively extends to May 29 the date by which officers and directors of a foreign private issuer must file Section 16(a) reports under the Holding Foreign Insiders Accountable Act (HFIAA) if the FPI is headquartered or organized in a jurisdiction in the geographical region directly affected by the military conflict in Iran and can represent that its ability to comply with the HFIAA’s March 18 deadline has been materially affected by the direct effects of the conflict.

Here are the updated facts that led the staff to extend relief to TSEM:

…TSEM’s headquarters, management, parent company and largest fabrication facility (Fab 2) are all located less than 20 miles away from the Israel-Lebanon border, which continues to suffer rocket fires, missile strikes and air raid sirens from Lebanon. In addition, the wartime restrictions in Israel, especially in the northern part of Israel where TSEM’s headquarters, management and Fab 2 are located, remain ongoing, and TSEM employees, directors, vendors and other stakeholders located in Israel continue to be subject to shelter-in-place orders from time to time. Several parts of Israel continue to experience intermittent loss of power, internet and telecommunications services, as Israel continues to endure severe disruptions to communications and infrastructure.

As a result, these war conditions have continued to meaningfully impair TSEM’s ability to collect, verify and assist its directors and officers in reporting the security ownership information required under Section 16(a). In addition, these restrictions impact access to company records and legal and compliance services, including notary services, that are necessary to complete the reports.

For example, certain TSEM directors and officers had to reschedule notary appointments for Form ID preparations multiple times, with some of those appointments still pending as of the date of this letter, due to rocket strikes and other collateral consequences of military operations in the region.re-run S16.net blog

– Liz Dunshee