B Communication — Regulatory Filings 2018

Mar 11, 2018

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 March 2018

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 exhibits are attached:

99.1 Report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange.

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: March 11, 2018

EXHIBIT NO. DESCRIPTION

99.1 A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange

BezeqThe Israel Telecommunication Corporation Ltd. (the "Company")

To:	To:
The Israel Securities Authority	The Tel Aviv Stock Exchange Ltd.

Immediate supplementary report - process of locating and appointing directors

Immediate notification is hereby provided that on March 8, 2018, the acting chairman of the Company's Board of Directors and the Company's legal counsel were contacted by representatives of the Company's controlling shareholder through the shareholding chain, B. Communications (hereinafter, "BCom"), further to the immediate report published by the Company on March 7, 2018 (Ref. No. 2018-01-018195) regarding the process of locating and appointing candidates to the Company's Board of Directors (hereinafter, the "Recruitment Process"). The main contention in the aforementioned letter is that part of the Recruitment Process described in the immediate report is inconsistent with the provisions of the Communications Law (Telecommunications and Broadcasts), 5742-1982, including orders, regulations, permits and licenses issued thereunder, with respect to control in Bezeq.

After the Company's representatives discussed the matter with BCom's representatives and received clarifications, including a proposed amendment, which was acceptable to BCom, to the component of the Recruitment Process concerning the recommendation of two candidates to the position of independent director, the Company's Board of Directors held a discussion on the matter and decided to incorporate an amendment to such component of the Recruitment Process, in accordance with BCom's proposal as set forth below, primarily due to the consideration of minimizing risks to the Company, including legal uncertainties.

The selection of the two Board of Director candidates to the position of independent director will be as follows: the appointments committee appointed by the Board of Directors shall formulate an initial list of candidates (a long list) for the position of the two independent directors, which will include at least eight candidates who meet the criteria determined by law and the criteria to be formulated by the appointments committee;BCom representatives shall be partners in the discussions of the appointments committee (only) in narrowing the aforementioned long list of candidates to a final list (a short list) of candidates that shall be acceptable to BCom and shall include at least four candidates. From the short list of candidates, the appointments committee will recommend to the Board of Directors two candidates for the position of independent directors, at its selection.

Theaboveinformation constitutesatranslation oftheImmediateReportpublished bytheCompany.TheHebrew version wassubmitted bythe CompanytotherelevantauthoritiespursuanttoIsraelilaw,and representsthebindingversionand theonlyonehavinglegaleffect.Thistranslation wasprepared for conveniencepurposesonly.