|
Israel
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(IRS. Employer
Identification No.)
|
| Large Accelerated Filer | o | Accelerated Filer | x |
| Non-Accelerated Filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
|
Title of securities to be
registered
|
Amount to be registered (2)
|
Proposed maximum offering price
per share
|
Proposed maximum aggregate offering
price
|
Amount of registration fee
|
||||||||||||
|
Ordinary Shares, nominal value NIS 0.01 per share, deposited as American Depositary Shares represented by American Depositary Receipts (1)
|
1,651,599 | (3) | $ | 4.46 | (4) | $ | 7,366,131.54 | (4) | $ | 741.77 | ||||||
|
Total
|
1,651,599 | $ | 7,366,131.54 | $ | 0 | (5) | ||||||||||
|
(1)
|
American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), issuable upon deposit of the ordinary shares registered hereby, par value NIS 0.01 per share (“Ordinary Shares”), of Partner Communications Company Ltd. (the “Company”) are registered on a separate registration statement on Form F-6 (File No. 333-177621). Each ADS represents one (1) Ordinary Share.
|
|
(2)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 shall also cover any additional Ordinary Shares of the Company which become issuable under the Company’s Amended and Restated 2004 Equity Incentive Plan (the “Plan”) by reason of any stock split, stock dividend, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding Ordinary Shares.
|
|
(3)
|
Represents Ordinary Shares reserved for future issuance under the Plan.
|
|
(4)
|
Estimated solely for purposes of this offering pursuant to Rules 457(c) and 457(h) under the Securities Act, and based on the average of the high and low prices of the Ordinary Shares reported on the NASDAQ Global Select Market on March 8, 2016. Such estimate is being utilized solely for the purpose of calculating the registration fee.
|
|
(5)
|
Pursuant to Rule 457(p) under the Securities Act, the amount of the registration fee payable hereunder has been partially offset by previously paid filing fees as follows: (a) on November 12, 2015, the Registrant filed a Registration Statement on Form S-8, File Number 333-207946, and paid a filing fee of $1,403.17. There were unsold securities remaining for which a filing fee of $788.36 had been paid that may be used as an offset against future filings; and (b) in connection with the filing of this Registration Statement, the total filing fee of $741.77 is hereby offset by $788.36, which represents the unused portion of the filing fees paid in (a) above.
|
|
(a)
|
The undersigned Registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
|
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
|
PARTNER COMMUNICATIONS COMPANY LTD.
|
|||
|
By:
|
/s/ Isaac Benbenisti | ||
| Name: Isaac Benbenisti | |||
| Title: Chief Executive Officer | |||
|
By:
|
/s/ Ziv Leitman | ||
| Name: Ziv Leitman | |||
| Title: Chief Financial Officer | |||
|
Signature
|
Title
|
Date
|
||
|
/s/ Isaac Benbenisti
|
||||
|
Isaac Benbenisti
|
Chief Executive Officer
|
March 14, 2016
|
||
|
/s/ Ziv Leitman
|
||||
|
Ziv Leitman
|
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
March 14, 2016
|
||
|
/s/ Adam Chesnoff
Adam Chesnoff
|
Chairman of the Board of
Directors
|
March 14, 2016
|
||
|
/s/ Elon Shalev
|
||||
|
Elon Shalev
|
Vice-Chairman of the Board of Directors
|
March 14, 2016
|
||
|
Signature
|
Title
|
Date
|
|
/s/ Dr. Michael J. Anghel
|
||||
|
Dr. Michael J. Anghel
|
Director
|
March 14, 2016
|
||
|
/s/ Barry Ben Zeev
|
||||
|
Barry Ben Zeev
|
Director
|
March 14, 2016
|
||
|
/s/ Fred Gluckman
|
||||
|
Fred Gluckman
|
Director
|
March 14, 2016
|
||
|
/s/ Barak Pridor
|
||||
|
Barak Pridor
|
Director
|
March 14, 2016
|
||
|
/s/ Osnat Ronen
|
||||
|
Osnat Ronen
/s/ Yoav Rubinstein
|
Director
|
March 14, 2016
|
||
|
Yoav Rubinstein
|
Director
|
March 14, 2016
|
||
|
/s/ Arieh Saban
|
||||
|
Arieh Saban
|
Director
|
March 14, 2016
|
||
|
/s/ Arik Steinberg
|
||||
|
Arik Steinberg
|
Director
|
March 14, 2016
|
||
|
/s/ Ori Yaron
|
||||
|
Ori Yaron
|
Director
|
March 14, 2016
|
||
|
/s/ Yehuda Saban
|
||||
|
Yehuda Saban
|
Director
|
March 14, 2016
|
| PUGLISI & ASSOCIATES
(Authorized U.S. Representative)
|
|||
|
By:
|
/s/ Donald J. Puglisi | ||
| Name: Donald J. Puglisi | |||
| Title: Managing Director | |||
|
Exhibit
|
|||
|
Number
|
Document
|
||
|
4.1
|
Articles of Association last updated and approved on April 2, 2015 (previously filed as an exhibit to the Company's Registration Statement on Form S-8 (No. 333-206420) and incorporated herein by reference).
|
||
|
4.2
|
Company's Certificate of Incorporation (previously filed as an exhibit to the Company's Registration Statement on Form F-1 (No. 333-10992) and incorporated herein by reference).
|
||
|
4.3
|
Company's Memorandum of Association (previously filed as an exhibit to the Company's Registration Statement on Form F-1 (No. 333-10992) and incorporated herein by reference).
|
||
|
4.4
|
Form of Amended and Restated Deposit Agreement among the Company, Citibank N.A, as depositary, and all owners and beneficial owners of American Depositary Receipts (previously filed as an exhibit to the Company's Registration Statement on Form F-6 (No. 333-177621) and incorporated herein by reference).
|
||
|
4.5*
|
Amended and Restated 2004 Equity Incentive Plan.
|
||
|
5.1*
|
Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
|
||
|
23.1*
|
Consent of Gross Kleinhendler, Hodak, Halevy, Greenberg & Co.
|
||
|
(included in Exhibit 5.1)
|
|||
|
23.2*
|
Consent of Kesselman & Kesselman, Israel
|
||
|
24.1*
|
Power of Attorney (included in the Signature Page)
|
||