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 November 2008
012 SMILE.COMMUNICATIONS LTD.
(Name of Registrant)
25 Hasivim Street, Petach-Tikva, 49170 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 [X] 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 [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-_________
This Form 6-K is being incorporated by reference into the Registrant's Form S-8
Registration Statement File No. 333-150173.
012 SMILE.COMMUNICATIONS LTD.
6-K Items
1. Press Release re 012 Smile.Communications: Internet Gold - Golden
Lines Ltd, Announces That it has Been Notified of a Proposed Class
Action Lawsuit dated November 25, 2008.
2. Press Release re 012 Smile Communications's Board Approves Bonds
Buyback Program dated November 25, 2008.
ITEM 1
Press Release Source: 012 Smile.communications Ltd.
012 Smile.Communications: Internet Gold - Golden Lines Ltd, Announces That it
has Been Notified of a Proposed Class Action Lawsuit
Tuesday November 25, 2:07 am ET
PETACH TIKVA, Israel, November 25 /PRNewswire-FirstCall/ -- 012
Smile.Communications Ltd. (NASDAQ: SMLC; TASE: SMLC) (The: "Company"). The
Company announced that it was informed by its parent company, Internet Gold
-Golden Lines Ltd., that on November 24, 2008 it was served with a purported
class action lawsuit alleging that Internet Gold charged its broadband services
subscribers in excess of the tariffs set in its internet services agreements
during the approximate period of 2005 to 2007. The purported class action
lawsuit was filed in the District Court of Tel-Aviv. The Company and Internet
Gold has not had an opportunity to review the claim with their counsel and are
unable to provide any comments at this time.
In connection with the internal restructuring of Internet Gold in 2006, it
transferred its broadband and traditional voice services businesses, to us.
Under the terms of the restructuring agreement we may be responsible for claims
relating to the transferred business, and the parties will examine which party
will be responsible for the defense of the litigation. If the lawsuit is
certified as a class action, the approximate claim is estimated by the plaintiff
to be NIS 81,490,000.
About 012 Smile.Communications
012 Smile.Communications is a growth-oriented communication services provider in
Israel with a leading market position, offering a wide range of broadband and
traditional voice services. Its broadband services include broadband Internet
access with a suite of value-added services, specialized data services and
server hosting, as well as new innovative services such as local telephony via
voice over broadband and a WiFi network of hotspots across Israel. Traditional
voice services include outgoing and incoming international telephony, hubbing,
roaming and signaling and calling card services. 012 Smile.Communications
services residential and business customers, as well as Israeli cellular
operators and international communication services providers through its
integrated multipurpose network, which allows it to provide services to almost
all of the homes and businesses in Israel.
012 Smile is a 72.4 % owned subsidiary of Internet Gold Golden Lines Ltd.
(NASDAQ: IGLD - News) one of Israel's leading communications groups with a major
presence across all Internet-related sectors. In addition to 012 Smile, its 100%
owned Smile.Media subsidiary manages a growing portfolio of Internet portals and
e-Commerce sites. Internet Gold and 012 Smile are part of the Eurocom
Communications Group. 012 Smile's shares trade on the NASDAQ Global Market and
on the Tel Aviv Stock Exchange.
Forward-Looking Statements
This press release 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 in the industries it is engaged, the failure to manage
growth and other risks detailed from time to time in 012 Smile communications
filings with the Securities Exchange Commission, including 012 Smile
communications Annual Report on Form 20-F. 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.
For further information, please contact:
For additional information about 012 Smile.Communications Ltd., please visit the
Company's investors' site at http://www.012.net.
For further information, please contact:
Ms. Idit Azulay
012 Smile.Communications Ltd
+972-72-2003848
i.azulay@smile.net.il
ITEM 2
Press Release Source: 012 Smile.communications Ltd.
012 Smile Communications's Board Approves Bonds Buyback Program
Tuesday November 25, 2:21 am ET
PETACH TIKVA, Israel, November 25 /PRNewswire-FirstCall/ -- 012 Smile
communications' Ltd. (NASDAQ: SMLC; TASE: SMLC) announced that its Board of
Directors has authorized the repurchase of up to NIS 100 million (approximately
U.S. $26 million) of the Company's Series A bonds. The purchases will be made
from time to time by the Company or one of its wholly-owned subsidiaries in the
open market on the Tel Aviv Stock Exchange. The timing and amount of any
purchases will be determined by the Company's management based on its evaluation
of market conditions and other factors. The repurchase program may be suspended
or discontinued at any time.
About 012 Smile.Communications
012 Smile.Communications is a growth-oriented communication services provider in
Israel with a leading market position, offering a wide range of broadband and
traditional voice services. Its broadband services include broadband Internet
access with a suite of value-added services, specialized data services and
server hosting, as well as new innovative services such as local telephony via
voice over broadband and a WiFi network of hotspots across Israel. Traditional
voice services include outgoing and incoming international telephony, hubbing,
roaming and signaling and calling card services. 012 Smile.Communications
services residential and business customers, as well as Israeli cellular
operators and international communication services providers through its
integrated multipurpose network, which allows it to provide services to almost
all of the homes and businesses in Israel.
012 Smile is a 72.4 % owned subsidiary of Internet Gold Golden Lines Ltd.
(NASDAQ: IGLD - News) one of Israel's leading communications groups with a major
presence across all Internet-related sectors. In addition to 012 Smile, its 100%
owned Smile.Media subsidiary manages a growing portfolio of Internet portals and
e-Commerce sites. Internet Gold and 012 Smile are part of the Eurocom
Communications Group. 012 Smile's shares trade on the NASDAQ Global Market and
on the Tel Aviv Stock Exchange.
Forward-Looking Statements
This press release 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 in the industries it is engaged, the failure to manage
growth and other risks detailed from time to time in 012 Smile communications
filings with the Securities Exchange Commission, including 012 Smile
communications Annual Report on Form 20-F. 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.
For further information, please contact:
For additional information about 012 Smile.Communications Ltd., please visit the
Company's investors' site at http://www.012.net.
For further information, please contact:
Ms. Idit Azulay,
012 Smile.Communications Ltd,
+972-72-2003848,
i.azulay@smile.net.il .
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.
012 SMILE.COMMUNICATIONS LTD.
(Registrant)
By /s/Stella Handler
-----------------
Stella Handler
Chief Executive Officer
Date: November 25, 2008
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