Report of Foreign Issuer (6-k)
June 19 2019 - 3:27PM
Edgar (US Regulatory)
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 June 2019
B
Communications Ltd.
(Name of Registrant)
2 Dov Friedman Street, Ramat Gan 5250301,
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 ☒ 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 ☒
If “Yes” is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
B Communications Ltd.
EXPLANATORY NOTE
The following exhibit is attached:
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.
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B Communications Ltd.
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(Registrant)
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By
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/s/ Ami Barlev
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Ami Barlev
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Chief Executive Officer
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Date: June 19, 2019
EXHIBIT INDEX
Notes
This report is not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent registration or an available exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities
laws. We will not make any public offering of the securities in the United States. The securities have not been and
will not be registered under the U.S. Securities Act.
The market, the regulatory environment
and Bezeq’s specific situation continue to remain highly volatile.
In view of the latest developments, the
Company wishes to clarify that it will also issue, in addition to the current reporting situation, reports according to the “Hybrid
Disclosure Model” pursuant to the rules of the Israel Securities Authority
Forward-Looking Statements
This report 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,
the failure to manage growth and other risks detailed from time to time in B Communications’ filings with the Securities
Exchange Commission. 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.
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