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Israel
(State or other jurisdiction of
incorporation or organization)
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Not Applicable
(IRS. Employer
Identification No.)
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Large Accelerated Filer o
Non-Accelerated Filer o (Do not check if a smaller reporting company)
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Accelerated Filer x
Smaller reporting company o
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Title of securities to be
registered
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Amount to be
registered (2)
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Ordinary Shares, nominal value NIS 0.01 per share, deposited as American Depositary Shares represented by American Depositary Receipts (1)
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2,076,958 | (3) | $ | 4.74 | (4) | $ | 9,844,781 | (4) | $ | 991.40 | ||||||
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Ordinary Shares, nominal value NIS 0.01 per share, deposited as American Depositary Shares represented by American Depositary Receipts
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923,042 | (5) | $ | 4.43 | (6) | $ | 4,089,076 | (6) | $ | 411.77 | ||||||
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Total
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3,000,000 | $ | 13,933,857 | $ | 1,403.17 | |||||||||||
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(1)
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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.
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(2)
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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 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.
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(3)
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Represents 2,076,958 Ordinary Shares reserved for future issuance under the Plan.
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(4)
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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 November 9, 2015. Such estimate is being utilized solely for the purpose of calculating the registration fee.
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(5)
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Represents 923,042 Ordinary Shares issuable upon exercise of outstanding options issued under the Plan on November 10, 2015 to executive officers and managers of the Company, with a weighted average exercise price of $4.43 per share.
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(6)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, and based upon the weighted average price at which such options may be exercised.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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
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(iii)
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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;
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(2)
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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.
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(3)
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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.
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(b)
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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.
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(c)
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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.
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PARTNER COMMUNICATIONS COMPANY LTD.
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By:
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/s/ Isaac Benbenisti | |
| Name: Isaac Benbenisti | |||
| Title: Chief Executive Officer | |||
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By:
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/s/ Ziv Leitman | |
| Name: Ziv Leitman | |||
| Title: Chief Financial Officer |
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Signature
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Title
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Date
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/s/ Isaac Benbenisti
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Isaac Benbenisti
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Chief Executive Officer
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November 12, 2015
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/s/ Ziv Leitman
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Ziv Leitman
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Chief Financial Officer
(Principal Accounting and Financial Officer)
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November 12, 2015
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/s/ Adam Chesnoff
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Adam Chesnoff
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Chairman of the Board of Directors
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November 12, 2015
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/s/ Elon Shalev__
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Elon Shalev
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Vice-Chairman of the Board of Directors
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November 12, 2015
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/s/ Dr. Michael J. Anghel
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Dr. Michael J. Anghel
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Director
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November 12, 2015
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/s/ Barry Ben Zeev
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Barry Ben Zeev
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Director
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November 12, 2015
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/s/ Fred Gluckman
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Fred Gluckman
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Director
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November 12, 2015
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/s/ Sumeet Jaisinghani
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Sumeet Jaisinghani
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Director
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November 12, 2015
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/s/ Osnat Ronen
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Osnat Ronen
/s/ Yoav Rubinstein
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Director
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November 12, 2015
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Yoav Rubinstein
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Director
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November 12, 2015
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/s/ Arieh Saban
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Arieh Saban
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Director
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November 12, 2015
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/s/ Arik Steinberg
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Arik Steinberg
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Director
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November 12, 2015
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/s/ Ori Yaron
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Ori Yaron
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Director
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November 12, 2015
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/s/ Yehuda Saban
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Yehuda Saban
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Director
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November 12, 2015
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PUGLISI & ASSOCIATES
(Authorized U.S. Representative)
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By:
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/s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | |||
| Title: Managing Director | |||
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Exhibit
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Number
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Document
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4.1
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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).
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4.2
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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).
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4.3
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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).
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4.4
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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).
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4.5
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Amended and Restated 2004 Equity Incentive Plan (previously filed as Exhibit 15.(a).1 to the Company's Annual Report on Form 20-F, as filed with the Commission on March 11, 2015 (File No. 1-14968) and incorporated herein by reference).
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5.1*
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Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
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23.1*
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Consent of Gross Kleinhendler, Hodak, Halevy, Greenberg & Co.
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(included in Exhibit 5.1)
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23.2*
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Consent of Kesselman & Kesselman, Israel
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24.1*
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Power of Attorney (included in the Signature Page)
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