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, Israel 42140 (972)
52-999-0052
(Address
of principal executive offices)
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||
|
||
2006
Share Incentive Plan
(Full
title of the Plan)
|
||
|
||
CT
CORPORATION SYSTEM
111
Eighth Avenue
New
York, New York 10011
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||
(Name
and address of agent for service)
Telephone
number, including area code, of agent
for
service: (212) 894-8940
|
CALCULATION
OF REGISTRATION
FEE
|
Title
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
|
Ordinary
Shares of Cellcom Israel Ltd. (par value NIS 0.01)
|
2,444,929
55,071
|
$12.60(2)
$18.285(3)
|
$30,806,105.40
$1,006,973.24
|
$976.66
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional
ordinary shares which become issuable under the 2006 Share Incentive
Plan
by reason of any stock dividend, stock 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.
|
(2)
|
Calculated
pursuant to Rule 457(h)(1) under the Securities Act based on the
price at
which the outstanding options may be
exercised.
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(3)
|
Estimated
in accordance with Rule 457(h)(1) and Rule 457(c) under the Securities
Act
solely for the purpose of computing the registration fee with respect
to
ordinary shares to be issued upon exercise of options not yet granted,
based on the average high and low price per ordinary share as reported
by
the New York Stock Exchange on March 26,
2007.
|
· |
a
breach of his or her duty of care to us or to another
person;
|
· |
a
breach of his or her duty of loyalty to us, provided that the office
holder acted in good faith and had reasonable grounds to assume that
his
or her act would not prejudice our
interests;
|
· |
a
financial liability imposed upon him or her in favor of another person
concerning an act performed in the capacity as an office
holder.
|
· |
a
financial liability imposed on or incurred by an office holder in
favor of
another person by any judgment, including a settlement or an arbitrator’s
award approved by a court concerning an act performed in the capacity
as
an office holder. Such indemnification may be approved (i) after
the
liability has been incurred or (ii) in advance, provided that the
undertaking is limited to types of events which the Registrant’s Board of
Directors deems to be foreseeable in light of its actual operations
at the
time of the undertaking and limited to an amount or criterion determined
by the Registrant’s Board of Directors to be reasonable under the
circumstances, and further provided that such events and amounts
or
criterion are set forth in the undertaking to
indemnify;
|
· |
reasonable
litigation expenses, including attorney’s fees, incurred by the office
holder as a result of an investigation or proceeding instituted against
him or her by a competent authority, provided that such investigation
or
proceeding concluded without the filing of an indictment against
him or
her and either (A) concluded
without the imposition of any financial liability in lieu of criminal
proceedings or (B) concluded with the imposition of a financial liability
in lieu of criminal proceedings but relates to a criminal offense
that
does not require proof of criminal intent;
and
|
· |
reasonable
litigation expenses, including attorneys’ fees, incurred by the office
holder or charged to him or her by a court, in proceedings instituted
by
us or on our behalf or by another person, or in a criminal indictment
from
which he or she was acquitted, or a criminal indictment in which
he or she
was convicted for a criminal offense that does not require proof
of
intent, in each case relating to an act performed in his or her capacity
as an office holder.
|
· |
a
breach by the office holder of his or her duty of loyalty unless,
with
respect to insurance coverage or indemnification, the office holder
acted
in good faith and had a reasonable basis to believe that the act
would not
prejudice the company;
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· |
a
breach by the office holder of his or her duty of care if the breach
was
done intentionally or recklessly;
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· |
any
act or omission done with the intent to derive an illegal personal
benefit; or
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· |
any
fine or penalty levied against the office
holder.
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Exhibit
No.
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Exhibit
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|
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4.1
|
Articles
of Association and Memorandum (incorporated by reference to the
Registration Statement No. 333-140030 on Form F-1, dated January
17, 2007,
Exhibit 3.1)
|
5.1
|
Opinion
of Goldfarb, Levy, Eran, Meiri & Co.
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23.1
|
Consent
of Somekh Chaikin, a member of KPMG International
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23.2
|
Consent
of Goldfarb, Levy, Eran, Meiri & Co. (included in Exhibit
5.1)
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24.1
|
Power
of Attorney (included on signature page)
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99.1
|
2006
Share Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Registration Statement No. 333-140030
on Form F-1, dated January 17, 2007)
|
|
(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 this 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 this Registration
Statement; and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
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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 this 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 Commission such indemnification
is
against public policy as expressed in the 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 Act and will
be
governed by the final adjudication of such
issue.
|
Cellcom
Israel Ltd.
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|||
By:
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/s/
Amos Shapira
|
||
Name:
|
Amos
Shapira
|
||
Title:
|
President
and Chief Executive Officer
|
Signature |
Title |
Date | ||
/s/
Amos Shapira |
President
and Chief Executive Officer (Principal Executive Officer) |
|||
Amos
Shapira |
March 29,
2007 |
/s/
Tal Raz
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
Tal
Raz
|
March 29,
2007
|
|
/s/
Ami Erel
|
Chairman
of the Board and Director
|
|
Ami
Erel
|
March 29,
2007
|
|
/s/
Nochi Dankner
|
Director
|
|
Nochi
Dankner
|
March 29,
2007
|
|
/s/
Isaac Manor
|
Director
|
|
Isaac
Manor
|
March 29,
2007
|
|
/s/
Shay Livnat
|
Director
|
|
Shay
Livnat
|
March 29,
2007
|
|
/s/
Raanan Cohen
|
Director
|
|
Raanan
Cohen
|
March 29,
2007
|
|
/s/
Oren Lieder
|
Director
|
|
Oren
Lieder
|
March 29,
2007
|
|
/s/
Avraham Bigger
|
||
Avraham
Bigger
|
Director
|
March 29,
2007
|
/s/
Rafi Bisker
|
Director
|
|
Rafi
Bisker
|
March 29,
2007
|
|
/s/
Shlomo Waxe
|
||
Shlomo
Waxe
|
Director
|
March 29,
2007
|
Puglisi
& Associates
|
||
By:
|
/s/ Donald J. Puglisi | |
Name: Donald
J. Puglisi
|
||
Title:
Managing
Director
|
||
Authorized
Representative in the United States
|
Exhibit
No.
|
Exhibit
|
4.1
|
Articles
of Association and Memorandum (incorporated by reference to the
Registration Statement No. 333-140030 on Form F-1, dated January
17, 2007,
Exhibit 3.1)
|
5.1
|
Opinion
of Goldfarb, Levy, Eran, Meiri & Co.
|
23.1
|
Consent
of Somekh Chaikin, a member of KPMG International
|
23.2
|
Consent
of Goldfarb, Levy, Eran, Meiri & Co. (included in Exhibit
5.1)
|
24.1
|
Power
of Attorney (included on signature page)
|
99.1
|
2006
Share Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Registration Statement No. 333-140030
on Form F-1, dated January 17, 2007)
|