S-8 1 zk2024518.htm S-8

As filed with the Securities and Exchange Commission on June 1, 2020
Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                         
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
                         
Cellcom Israel Ltd.
(Exact Name of Registrant as Specified in its Charter)
 
Israel
4812
Not applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification No.)
(I.R.S. Employer
Identification No.)
 
 
10 Hagavish Street
Netanya 4250708, Israel
(972) 52-998-9595
(Address, including zip code, and
telephone number, including area code, of Registrant’s
principal executive offices)
  
                              
Cellcom Israel, Ltd. 2015 Share Incentive Plan
(Full title of the Plan)
                         
     
 
C T CORPORATION SYSTEM
28 Liberty Street
New York, New York 10005
(212) 590-9070
  
     
 
(Name and address, including zip code, and
telephone number, including area code, of agent
for service)
  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Securities Exchange Act of 1934, as amended.

 Large accelerated filer ☐
 Accelerated filer ☒
 
 Non-accelerated filer ☐  (Do not check if a smaller reporting company) 
 Smaller reporting company ☐
 
 
 Emerging growth company ☐
 
        
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for  complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered
  
Amount To Be Registered(1)
    
Proposed Maximum Offering Price Per Share
    
Proposed Maximum Aggregate Offering Price
    
Amount of Registration Fee(3)
  
Ordinary Shares of Cellcom Israel Ltd. (par value NIS 0.01) (“Ordinary Shares”)
    
10,000,000
    
$
3.12
(2) 
  
$
31,200,000
    
$
4,049.76
  

(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional Ordinary Shares which become issuable under the Cellcom Israel, Ltd. 2015 Share Incentive Plan, as amended (the “Plan”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding ordinary shares of Cellcom Israel Ltd. (the “Company” or the “Registrant”) as a result of share splits, share dividends and antidilution provisions.
 
(2)
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share on the New York Stock Exchange on May 26, 2020.
 
(3)
Rounded up to the nearest cent.
 

EXPLANATORY NOTE
 
This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 10,000,000 Ordinary Shares that are issuable at any time or from time to time under the Plan.  Pursuant to General Instruction E, the contents of the Registration Statements on Form S-8 filed for the Plan with the Securities and Exchange Commission (the “Commission”) on August 13, 2015 (Registration No. 333-206338) and May 21, 2019 (Registration No. 333-231633), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.
 
Item 8. Exhibits.
 
Exhibit
Number
  
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, the City of Netanya, State of Israel, on the 1st day of June, 2020.
 
 
CELLCOM ISRAEL LTD.
  
       

By:
/s/ Avi Gabbay  
    Name: Avi Gabbay  
    Title:   Chief Executive Officer  

 
CELLCOM ISRAEL LTD.
  
       

By:
/s/ Shlomi Fruhling  
    Name: Shlomi Fruhling  
    Title:   Chief Financial Officer  
       
 

POWER OF ATTORNEY
 
Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Shlomi Fruhling and Liat Menahemi Stadler as his or her true and lawful attorney‑in‑fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys‑in‑fact and agents may deem necessary or advisable in order to enable Cellcom Israel Ltd. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys‑in‑fact and agents may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed this 1st day of June, 2020 by the following persons in the following capacities.
 
Signature
Title
Date
/s/ Avi Gabbay
Chief Executive Officer (Principal Executive
Officer)
06/01/2020
Avi Gabbay
    
/s/ Shlomi Fruhling
Chief Financial Officer
(Principal Financial and Accounting Officer)
06/01/2020
Shlomi Fruhling

    
/s/ Doron Cohen
Chairman of the Board and Director
06/01/2020
Doron Cohen

    
/s/ Mauricio Wior
Vice Chairman of the Board and Director
06/01/2020
Mauricio Wior

    
/s/ Aaron Kaufman
Director
06/01/2020
Aaron Kaufman

    
/s/ Ephraim Kunda
Director
06/01/2020
Ephraim Kunda
    
/s/ Gustavo Traiber
 
Director
06/01/2020
Gustavo Traiber

    
/s/ Varda Liberman
Director
06/01/2020
Varda Liberman
    
/s/ Shmuel Hauser
Director
 
06/01/2020
 Shmuel Hauser
    
/s/ Samy Bakalash
Director
 
06/01/2020
Samy Bakalash
    

 
Puglisi & Associates
  
       

By:
 /s/ Donald J. Puglisi  
    Name: Donald J. Puglisi  
    Title:   Managing Director  
   
Authorized Representative in the United States

Date: June 1, 2020