UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2*
Under the Securities Exchange Act of 1934
B Communications Ltd.
(formerly known as 012 Smile.Communications Ltd.)
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(Name of Issuer)
Ordinary Shares, par value NIS 0.1 per share
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(Title of Class of Securities)
M15629 10 4
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(CUSIP Number)
Steven J. Glusband
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 9, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. M98939107
1 NAME OF REPORTING PERSON: Internet Gold-Golden Lines Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 22,791,873 Ordinary Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0- Ordinary Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 22,791,873 Ordinary Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,791,873 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 76.25%**
14 TYPE OF REPORTING PERSON: CO
----------------
* Eurocom Communications holds of record 410,000 ordinary shares of the
Issuer, and Internet Gold holds of record 22,791,873 ordinary shares of
the Issuer. Eurocom Communications is the controlling shareholder of
Internet Gold, holding 13,564,746 ordinary shares of Internet Gold, or
69.64% of its ordinary shares. Eurocom Communications is 50.33% owned
by Eurocom Holdings and 49.0% of its shares are held by four holding
companies, which are 80.0% owned by Mr. Shaul Elovitch. The remaining
0.67% interest in Eurocom Communications is directly owned by Mr. Shaul
Elovitch. Mr. Shaul Elovitch holds 80.0% of Eurocom Holdings' shares
and 75.0% of Eurocom Holdings' management shares. Mr. Shaul Elovitch
also serves as the chairman of the board of directors of Internet Gold,
Eurocom Communications and Eurocom Holdings.
In addition, Mr. Shaul Elovitch may be deemed to be the beneficial
holder of 4,128 Ordinary Shares of Internet Gold held of record by Mrs.
Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting
and dispositive power as to the 410,000 ordinary shares of the Issuer
held by Eurocom Communications. In addition, as a result of the
foregoing, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 69.66% of the ordinary shares of Internet
Gold held by Eurocom Communications and Mrs. Elovitch, and therefore,
he may be deemed to have the sole voting and dispositive power as to
the 22,791,873 of the ordinary shares of the Issuer held of record by
Internet Gold.
** Based on 29,889,045 ordinary shares that the Issuer advised were issued
and outstanding (which excludes 19,230 shares held as treasury stock)
as of May 9, 2010.
2
CUSIP No. M98939107
1 NAME OF REPORTING PERSON: Eurocom Communications Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 23,201,873 Ordinary Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0- Ordinary Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 23,201,873 Ordinary Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
23,201,873 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 77.63%**
14 TYPE OF REPORTING PERSON: CO
-----------------
* Eurocom Communications holds of record 410,000 ordinary shares of the
Issuer, and Internet Gold holds of record 22,791,873 ordinary shares of
the Issuer. Eurocom Communications is the controlling shareholder of
Internet Gold, holding 13,564,746 ordinary shares of Internet Gold, or
69.64% of its ordinary shares. Eurocom Communications is 50.33% owned
by Eurocom Holdings and 49.0% of its shares are held by four holding
companies, which are 80.0% owned by Mr. Shaul Elovitch. The remaining
0.67% interest in Eurocom Communications is directly owned by Mr. Shaul
Elovitch. Mr. Shaul Elovitch holds 80.0% of Eurocom Holdings' shares
and 75.0% of Eurocom Holdings' management shares. Mr. Shaul Elovitch
also serves as the chairman of the board of directors of Internet Gold,
Eurocom Communications and Eurocom Holdings.
In addition, Mr. Shaul Elovitch may be deemed to be the beneficial
holder of 4,128 Ordinary Shares of Internet Gold held of record by Mrs.
Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting
and dispositive power as to the 410,000 ordinary shares of the Issuer
held by Eurocom Communications. In addition, as a result of the
foregoing, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 69.66% of the ordinary shares of Internet
Gold held by Eurocom Communications and Mrs. Elovitch, and therefore,
he may be deemed to have the sole voting and dispositive power as to
the 22,791,873 of the ordinary shares of the Issuer held of record by
Internet Gold.
** Based on 29,889,045 ordinary shares that the Issuer advised were issued
and outstanding (which excludes 19,230 shares held as treasury stock)
as of May 9, 2010.
3
CUSIP No. M98939107
1 NAME OF REPORTING PERSON: Shaul Elovitch
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF 7 SOLE VOTING POWER: -0- Ordinary Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 23,201,873 Ordinary Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0- Ordinary Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 23,201,873 Ordinary Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
23,201,873 Ordinary Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 77.63%**
14 TYPE OF REPORTING PERSON: IN
-----------------
* Eurocom Communications holds of record 410,000 ordinary shares of the
Issuer, and Internet Gold holds of record 22,791,873 ordinary shares of
the Issuer. Eurocom Communications is the controlling shareholder of
Internet Gold, holding 13,564,746 ordinary shares of Internet Gold, or
69.64% of its ordinary shares. Eurocom Communications is 50.33% owned
by Eurocom Holdings and 49.0% of its shares are held by four holding
companies, which are 80.0% owned by Mr. Shaul Elovitch. The remaining
0.67% interest in Eurocom Communications is directly owned by Mr. Shaul
Elovitch. Mr. Shaul Elovitch holds 80.0% of Eurocom Holdings' shares
and 75.0% of Eurocom Holdings' management shares. Mr. Shaul Elovitch
also serves as the chairman of the board of directors of Internet Gold,
Eurocom Communications and Eurocom Holdings.
In addition, Mr. Shaul Elovitch may be deemed to be the beneficial
holder of 4,128 Ordinary Shares of Internet Gold held of record by Mrs.
Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting
and dispositive power as to the 410,000 ordinary shares of the Issuer
held by Eurocom Communications. In addition, as a result of the
foregoing, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 69.66% of the ordinary shares of Internet
Gold held by Eurocom Communications and Mrs. Elovitch, and therefore,
he may be deemed to have the sole voting and dispositive power as to
the 22,791,873 of the ordinary shares of the Issuer held of record by
Internet Gold.
** Based on 29,889,045 ordinary shares that the Issuer advised were issued
and outstanding (which excludes 19,230 shares held as treasury stock)
as of May 9, 2010.
4
Item 1. Security and Issuer.
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This Amendment No. 2 (the "Amendment") is filed by Internet Gold-Golden
Lines Ltd. ("Internet Gold"), Eurocom Communications Ltd. ("Eurocom
Communications") and Mr. Shaul Elovitch (collectively, the "Reporting Persons"),
pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items
3, 4, 5, 6 and 7 of the initial Statement on Schedule 13D filed by the Reporting
Persons on August 11, 2009 and Amendment No. 1 to the Initial Statement on
Schedule 13D filed on March 29, 2010 (the initial Schedule 13D and Amendment No.
1, together with the Amendment, the "Statement"). The Statement relates to the
Ordinary Shares, par value NIS 0.1 per share (the "Ordinary Shares"), of B
Communications Ltd. (formerly known as 012 Smile.Communications Ltd.) (the
"Issuer"), an Israeli company whose principal executive offices are located at 2
Dov Friedman Street, Ramat Gan 52503, Israel.
Item 3. Source and Amount of Funds or Other Consideration.
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ITEM 3 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
On May 9, 2010, Internet Gold purchased 1,100,000 Ordinary Shares of
the Issuer in a private transaction with various former employees of the Issuer
who had exercised options to purchase the 1,100,000 Ordinary Shares under the
Issuer's 2007 Equity Incentive Plan. The purchase price for such 1,100,000
Ordinary Shares was 109 New Israeli Shekels per share (approximately $28.91 per
share) or NIS 119,900,000 in the aggregate (approximately $31,803,700), all of
which amount was paid by Internet Gold from its working capital.
Item 4. Purpose of Transaction.
-----------------------
ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The 1,100,000 Ordinary Shares of the Issuer purchased by Internet Gold
on May 9, 2010 were purchased for investment purposes. The Reporting Persons do
not currently have any plan or proposal, which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plan or proposal to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter or by-laws or other actions
which may impede the acquisition of control of the Issuer by any
person;
(h) a class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
5
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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ITEM 5 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
(a) Internet Gold is the beneficial owner of 22,791,873 Ordinary Shares
of the Issuer that are directly held by it, which constitute approximately
76.25% of the issued and outstanding Ordinary Shares of the Issuer.
Eurocom Communications and Mr Shaul Elovitch are the
beneficial owners of 23,201,873 Ordinary Shares of the Issuer, which constitute
approximately 77.63% of the issued and outstanding Ordinary Shares of the Issuer
of which (i) 410,000 Ordinary Shares of the Issuer are held of record by Eurocom
Communications; and (ii) 22,791,873 Ordinary Shares of the Issuer are held of
record by Internet Gold.
The foregoing percentages are based on 29,889,045 Ordinary Shares that
the Issuer advised were issued and outstanding (which excludes 19,230 shares
held as treasury stock) as of May 9, 2010.
(b) The Reporting Persons have shared power to dispose or direct the
disposition of 22,791,873 Ordinary Shares of the Issuer held of record by
Internet Gold.
Eurocom Communications and Mr. Shaul Elovitch have shared
power to dispose or direct the disposition of 410,000 Ordinary Shares of the
Issuer held of record by Eurocom Communications.
(c) On May 9, 2010, Internet Gold purchased 1,100,000 Ordinary Shares
of the Issuer in a private transaction in Israel for a price per share of 109
New Israeli Shekels (approximately $ 28.91). Except for such transactions and
the purchase of 2,599,310 ordinary shares in a private placement in Israel on
March 24, 2010, Internet Gold has not effected any transactions in the Ordinary
Shares of the Issuer during the past 60 days.
(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of the shares reported above in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
-----------------------------------------
ITEM 6 OF THE AMENDMENT NO. 2 IS HEREBY AMENDED AS FOLLOWS:
The information provided in response to Items 3 and 4 above is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
---------------------------------
ITEM 7 OF THE AMENDMENT NO. 2 IS HEREBY AMENDED AS FOLLOWS:
The exhibit listed on the Index of Exhibits of this Statement is filed
herewith.
6
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: May 11, 2010
/s/ Shaul Elovitch
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Mr. Shaul Elovitch
/s/ Shaul Elovitch
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Eurocom Communications Ltd.
By: Shaul Elovitch
Title: Chairman of the Board of Directors
/s/ Shaul Elovitch
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Internet Gold - Golden Lines Ltd
By: Shaul Elovitch
Title: Chairman of the Board of Directors
7
INDEX OF EXHIBITS
Exhibit No. Description
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1 Form of Stock Purchase Agreement dated May 9, 2010