B Communication — Regulatory Filings 2011

Jun 1, 2011

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 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 2011

B COMMUNICATIONS LTD. (Name of Registrant)

2 Dov Friedman Street, Ramat Gan 52503, 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- __________

This Form 6-K is being incorporated by reference into the Registrant's Form S-8 Registration Statement File No. 333-150173.

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B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 B Communications Ltd. Announces that on June 1, 2011, its controlled 31.24% subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. ("Bezeq"), filed a shelf prospectus with the Israel Securities Authority and the Tel Aviv Stock Exchange in Israel.

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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.

B COMMUNICATIONS LTD. (Registrant)

By /s/Eli Holtzman Eli Holtzman Chief Executive Officer

Date: June 1, 2011

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION 99.1 B Communications Ltd. Announces that on June 1, 2011, its controlled 31.24% subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), filed a shelf prospectus with the Israel Securities Authority and the Tel Aviv Stock Exchange in Israel.

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EXHIBIT 99.1

Bezeq filed a shelf prospectus with the Israel Securities Authority and the Tel Aviv Stock Exchange

Ramat Gan, Israel, June 1, 2011 - B Communications Ltd. (NASDAQ: BCOM) reports that on June 1, 2011, its controlled 31.24% subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. ("Bezeq"), filed a shelf prospectus with the Israel Securities Authority and the Tel Aviv Stock Exchange in Israel.

The shelf prospectus is valid for a period of two years and may be used by Bezeq to raise capital or debt in the future through the issuance of ordinary shares, debt securities, debt securities convertible into ordinary shares, warrants to purchase ordinary shares, warrants to purchase debt securities, and commercial papers at the discretion of Bezeq, subject to a supplemental shelf offering report in which Bezeq would describe the terms of the securities offered and the specific details of the offering. Bezeq has not yet made any decision as to the offering of any securities, nor as to its scope, terms or timing, nor is there any certainty that such an offering will be made.

ABOUT BEZEQ

Bezeq is the principal provider of communications services in Israel. Bezeq and its subsidiaries implement and provide a broad range of telecommunications operations and services, including domestic fixed-line, cellular, Internet services, international communication services, multi-channel television, satellite broadcasts, customer call centers, maintenance and development of communications infrastructures, provision of communications services to other communications providers, television and radio broadcasts, and supply and maintenance of equipment on customer premises (such as network endpoint services). Bezeq, which was established as a government company in 1980, became a public company in 1990 and its shares are traded on the TASE.

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