| As filed with the Securities and Exchange Commission on February 5, 2007 |
| Registration No. 333- |
|
|
| SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
| CELLCOM ISRAEL LTD. (Exact Name of Registrant as Specified in Its Charter) |
| Israel | 4812 | [not applicable] |
| (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| Incorporation or Organization) | Classification Code Number) | Identification Number) |
| 10 Hagavish Street | ||
| Netanya , Israel 42140 | ||
| (972) 52 -999-0052 | ||
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | ||
| LIAT MENAHEMI STADLER | CT Corporation | |
| General Counsel | 111 Eighth Avenue | |
| Cellcom Israel Ltd. | New York, New York 10011 | |
| 10 Hagavish Street | (212) 894-8940 | |
| Netanya, Israel 42140 | ||
| (972) 52 -9990 | ||
| (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) | ||
| Copies to: | |||
| MICHAEL P. KAPLAN | ODED ERAN | AARON M. LAMPERT | PHYLLIS G. KORFF |
| Davis Polk & Wardwell | ADAM M. KLEIN | Naschitz, Brandes & Co. | Skadden, Arps, Slate, Meagher |
| 450 Lexington Avenue | Goldfarb, Levy, Eran, | 5 Tuval Street | & Flom LLP |
| New York, New York | Meiri & Co. | Tel-Aviv 67897, Israel | Four Times Square |
| 10017 | Europe-Israel Tower | (972) 3-623-5000 | New York, NY 10036 |
| (212) 450-4000 | 2 Weizmann Street | (212) 735-3000 | |
| Tel Aviv, Israel 64239 | |||
| (972) 3-608-9999 | |||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this form is
filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. x 333-140030
If
this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement
for the same offering. o
__________
If this form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
__________
| CALCULATION OF REGISTRATION FEE | ||||
|
Title Of Each Class Of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Unit(2) |
Proposed Maximum Aggregate Offering Price |
Amount Of Registration Fee |
|
Ordinary Shares, par value NIS 0.01 per share |
1,178,750 | $20.00 | $23,575,000 | $2,523 |
| (1) | Includes 153,750 ordinary shares which the underwriters have the right to purchase to cover over-allotments. |
| (2) | Based on the initial public offering price of $20 per ordinary share. |
Incorporation by Reference of Registration Statement on Form F-1, File No. 333-140030
Cellcom Israel Ltd. (the “Company”) hereby incorporates by reference into this Registration Statement on Form F-1 in its entirety the Registration Statement on Form F-1 (File No. 333-140030) declared effective on February 5, 2007 by the Securities and Exchange Commission (the “Commission”), as amended, including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration Statement.
| Exhibit Number | Description | |
| 5.1 | Opinion of Goldfarb, Levy, Eran, Meiri & Co. | |
| 23.1 | Consent of Somekh Chaikin, a member firm of KPMG International | |
| 23.2 | Consent of Goldfarb, Levy, Eran, Meiri & Co. (included in Exhibit 5.1) | |
| 25.1 | Powers of Attorney (included on signature page of Registration Statement on Form F-1, File No. 333-140030) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York on the 5th day of February, 2007.
| CELLCOM ISRAEL LTD. | ||
| By: | /s/ LIAT MENAHEMI STADLER | |
| Name: | Liat Menahemi Stadler | |
| Title: | General Counsel | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ LIAT MENAHEMI STADLER* | President and Chief Executive Officer | February 5, 2007 | ||
|
|
(Principal Executive Officer) | |||
| Amos Shapira | ||||
| /s/ LIAT MENAHEMI STADLER* | Chief Financial Officer | February 5, 2007 | ||
|
|
(Principal Financial Officer) | |||
| Tal Raz | ||||
| /s/ LIAT MENAHEMI STADLER* | Chairman of the Board and Director | February 5, 2007 | ||
|
|
||||
| Ami Erel | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Nochi Dankner | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Isaac Manor | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Shay Livnat | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Raanan Cohen | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Oren Lieder | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Avraham Bigger | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Rafi Bisker | ||||
| /s/ LIAT MENAHEMI STADLER* | Director | February 5, 2007 | ||
|
|
||||
| Shlomo Waxe |
| * | Liat Menahemi Stadler is signing for each of the Principal Executive Officer, Principal Financial and Accounting Officer and each director pursuant to a Power of Attorney filed as Exhibit 24.1 to, and contained on the signature page of, the Registration Statement on Form F-1 (File No. 333-140030) filed on January 17, 2007. |
| PUGLISI & ASSOCIATES | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
| Authorized Representative in the United States | ||
EXHIBITS
| Exhibit Number | Description | |
| 5.1 | Opinion of Goldfarb, Levy, Eran, Meiri & Co. | |
| 23.1 | Consent of Somekh Chaikin, a member firm of KPMG International | |
| 23.2 | Consent of Goldfarb, Levy, Eran, Meiri & Co. (included in Exhibit 5.1) | |
| 25.1 | Powers of Attorney (included on signature page of Registration Statement on Form F-1, File No. 333-140030) |