0001213900-19-012466.txt : 20190711 0001213900-19-012466.hdr.sgml : 20190711 20190710200853 ACCESSION NUMBER: 0001213900-19-012466 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190710 FILED AS OF DATE: 20190711 DATE AS OF CHANGE: 20190710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001402606 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33773 FILM NUMBER: 19950245 BUSINESS ADDRESS: STREET 1: 2 DOV FRIEDMAN STREET CITY: RAMAT GAN STATE: L3 ZIP: 52503 BUSINESS PHONE: 972-3-939-9848 MAIL ADDRESS: STREET 1: 2 DOV FRIEDMAN STREET CITY: RAMAT GAN STATE: L3 ZIP: 52503 FORMER COMPANY: FORMER CONFORMED NAME: 012 SMILE.COMMUNICATIONS LTD DATE OF NAME CHANGE: 20071010 FORMER COMPANY: FORMER CONFORMED NAME: SMILE.COMMUNICATIONS LTD DATE OF NAME CHANGE: 20070611 6-K 1 f6k071019c_bcommunication.htm REPORT OF FOREIGN PRIVATE ISSUER

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2019

B Communications Ltd.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

B Communications Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1	Update Regarding Searchlight Transaction and Court Petition.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	B COMMUNICATIONS LTD.
		(Registrant)

Date: July 10, 2019	By:	/s/ Ami Barlev
		Ami Barlev
		Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION

99.1		Update Regarding Searchlight Transaction and Court Petition.

Notes

This report is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. We will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

In view of the latest developments, the Company wishes to clarify that it will also issue, in addition to the current reporting situation, reports according to the “Hybrid Disclosure Model” pursuant to the rules of the Israel Securities Authority

Forward-Looking Statements

This report contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in B Communications’ filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

EX-99.1 2 f6k071019cex99-1_bcomm.htm UPDATE REGARDING SEARCHLIGHT TRANSACTION AND COURT PETITION

Exhibit 99.1

B Communications Announced Receipt of Court Order to Convene the Company’s Creditors’

Meetings and Shareholders’ Meeting, Pursuant to the Company’s Petition in Accordance with

Section 350 of the Israeli Companies Law

Ramat Gan, Israel - July 10, 2019 - B Communications Ltd. (the “Company”) (NASDAQ Global Select Market and TASE: BCOM) today announced that further to the Company’s previous announcement with respect of the Company’s petition submitted to the Tel Aviv-Jaffa District Court, pursuant to Section 350 of the Israeli Companies Law, to issue an order to convene meetings of the Company’s creditors and shareholders (the “Meetings”), the Court has approved the petition and ordered the Company to convene such Meetings in accordance with the Company’s request. The agenda for the Meetings will include, Mainly, an approval of the Searchlight transaction documents.

Accordingly, the Company will convene shareholders and creditors meetings.