B Communication — Regulatory Filings 2013

Feb 12, 2013

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 February 2013

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.

B COMMUNICATIONS LTD.

The following exhibit is attached:

• 99.1 Form of Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Notice of Antitrust Authority

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/Doron Turgeman Doron Turgeman Chief Executive Officer

Date: February 12, 2013

EXHIBIT INDEX

EXHIBIT NO.

99.1

DESCRIPTION

Form of Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Notice of Antitrust Authority.

EXHIBIT 99.1

February 12, 2013

Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”)

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Immediate Report - Notice of Antitrust Authority

On February 11, 2013, the Company received a notice from the Antitrust Authority advising it that the Antitrust Commissioner (the " Commissioner ") was considering whether to exercise the authority vested in him under Section 43(a)(5) of the Restrictive Trade Practices Law, 5748-1988 (hereinafter, the " Law ") to establish that the Company abused its status contrary to the provisions of Section 29a of the Law, by engaging in prohibited price squeeze practices.

According to the Commissioner, between April 14, 2011 and January 15, 2011, the Company offered new customers a discount in the form of a landline with 200 free calling minutes to landlines for NIS 19.90 per month. The Commissioner maintains that due to the fact that the Internet access infrastructure service constitutes an essential input for the provision of Internetbased telephony services, the aforementioned price offered by the Company put a competitor interested in offering such services at an inherent competitive disadvantage, due to the fact that the essential input price for the provision of the service (NIS 25 for an NDSL Internet line only) was higher than the final service price the Company offered to its customers.

The Notice further stated that the Company would be given an opportunity to present the Commissioner with its written position by April 3, 2013, before the Commissioner decides whether to exercise such authority.

Due to the fact that the Company believes that it acted lawfully and with the authorization of the Ministry of Communications, it intends to exercise its right to a hearing.

The above information constitutes a translation of the Immediate Report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.