UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment no. __)*
012 Smile.Communications Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.1 per share
(Title of Class of Securities)
M98939107
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8
CUSIP No. M98939107
1 Name of Reporting Person: Internet Gold-Golden Lines Ltd.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 0 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: 18,370,000 Ordinary Shares*
Owned by
Each 7 Sole Dispositive Power: 0 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: 18,370,000 Ordinary Shares*
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
18,370,000 Ordinary Shares*
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 72.44%**
12 Type of Reporting Person (See Instructions): CO
-----------------
* Internet Gold, controlling shareholder of the Issuer, holds 72.44% the
Issuer's Ordinary Shares. Eurocom Communications Ltd., is the controlling
shareholder of Internet Gold, holding 53.93% of its ordinary shares. Mr.
Shaul Elovitch, chairman of the board of directors of Internet Gold and the
chairman of the board of directors of Eurocom Holdings (1979) Ltd., or
Eurocom Holdings, holds 80% of Eurocom Holdings' shares and 75% of Eurocom
Holdings' management shares Eurocom Communications is 50.33% owned by
Eurocom Holdings and 49% of its shares are held in trust for four holding
companies, which are 80% owned by Mr. Shaul Elovitch. The remaining 0.67%
in Eurocom Communications is directly owned by Mr. Shaul Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 53.93% of the ordinary shares of Internet Gold
held by Eurocom Communications, and as a result of such power, may be
deemed to have the sole voting and dispositive power as to the 72.44% of
the Ordinary Shares of the Issuer held by Internet Gold.
** Based on 25,360,000 Ordinary Shares that the Issuer advised were issued and
outstanding as of December 31, 2007.
Page 2 of 8
CUSIP No. M98939107
1 Name of Reporting Person: Eurocom Communications Ltd.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 0 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: 18,370,000 Ordinary Shares*
Owned by
Each 7 Sole Dispositive Power: 0 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: 18,370,000 Ordinary Shares*
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
18,370,000 Ordinary Shares*
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 72.44%**
12 Type of Reporting Person (See Instructions): CO
-----------------
* Internet Gold, controlling shareholder of the Issuer, holds 72.44% the
Issuer's Ordinary Shares. Eurocom Communications Ltd., is the controlling
shareholder of Internet Gold, holding 53.93% of its ordinary shares. Mr.
Shaul Elovitch, chairman of the board of directors of Internet Gold and the
chairman of the board of directors of Eurocom Holdings (1979) Ltd., or
Eurocom Holdings, holds 80% of Eurocom Holdings' shares and 75% of Eurocom
Holdings' management shares Eurocom Communications is 50.33% owned by
Eurocom Holdings and 49% of its shares are held in trust for four holding
companies, which are 80% owned by Mr. Shaul Elovitch. The remaining 0.67%
in Eurocom Communications is directly owned by Mr. Shaul Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 53.93% of the ordinary shares of Internet Gold
held by Eurocom Communications, and as a result of such power, may be
deemed to have the sole voting and dispositive power as to the 72.44% of
the Ordinary Shares of the Issuer held by Internet Gold.
** Based on 25,360,000 Ordinary Shares that the Issuer advised were issued and
outstanding as of December 31, 2007.
Page 3 of 8
CUSIP No. M98939107
1 Name of Reporting Person: Shaul Elovitch
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 18,370,000 Ordinary Shares*
Shares
Beneficially 6 Shared Voting Power: 0 Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 18,370,000 Ordinary Shares*
Reporting
Person With 8 Shared Dispositive Power: 0 Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
18,370,000 Ordinary Shares**
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 72.44%**
12 Type of Reporting Person (See Instructions): IN
-----------------
* Internet Gold, controlling shareholder of the Issuer, holds 72.44% the
Issuer's Ordinary Shares. Eurocom Communications Ltd., is the controlling
shareholder of Internet Gold, holding 53.93% of its ordinary shares. Mr.
Shaul Elovitch, chairman of the board of directors of Internet Gold and the
chairman of the board of directors of Eurocom Holdings (1979) Ltd., or
Eurocom Holdings, holds 80% of Eurocom Holdings' shares and 75% of Eurocom
Holdings' management shares Eurocom Communications is 50.33% owned by
Eurocom Holdings and 49% of its shares are held in trust for four holding
companies, which are 80% owned by Mr. Shaul Elovitch. The remaining 0.67%
in Eurocom Communications is directly owned by Mr. Shaul Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 53.93% of the ordinary shares of Internet Gold
held by Eurocom Communications, and as a result of such power, may be
deemed to have the sole voting and dispositive power as to the 72.44% of
the Ordinary Shares of the Issuer held by Internet Gold.
** Based on 25,360,000 Ordinary Shares that the Issuer advised were issued and
outstanding as of December 31, 2007.
Page 4 of 8
Item 1.
(a) Name of Issuer: 012 Smile.Communications Ltd.
(b) Address of Issuer's Principal Executive Offices: 25 Hasavim Street,
Petach-Tikva 49170, Israel
Item 2.
(a) Name of Persons Filing: Internet Gold-Golden Lines Ltd. ("Internet Gold")
Eurocom Communications Ltd.
Shaul Elovitch
I.R.S. Identification No. of above person (entities only): N/A
(b) Address of Principal Business Office or, if none, Residence:
Internet Gold --1 Alexander Yanai Street, Petach-Tikva, Israel
49277; Eurocom Communications Ltd. and Shaul Elovitch 2 Dov Friedman
Street, Ramat Gan, Israel 52141
(c) Citizenship: Israel
(d) Title of Class of Securities: Ordinary Shares, par value NIS 0.1 per
share ("Ordinary Shares")
(e) CUSIP Number: M98939107
Item 3. Not applicable
Item 4. Ownership
(a)-(c) The following information with respect to the ownership of the
ordinary shares of the issuer by each of the reporting persons is
provided as of December 31, 2007:
------------------------------------------------------------------------------------------------------------------------------------
Shared
Sole power power to Sole power to Shared power
Amount to vote or vote or to dispose or to to dispose or to
beneficially Percent direct direct direct the direct the
Reporting Person owned: of class*: the vote: the vote: disposition of: disposition of:
---------------- ------ ---------- --------- --------- --------------- ---------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Internet Gold-Golden Lines Ltd. 18,370,000** 72.44% 0 18,370,000 0 18,370,000
------------------------------------------------------------------------------------------------------------------------------------
Eurocom Communications Ltd. 18,370,000** 72.44% 0 18,370,000 0 18,370,000
------------------------------------------------------------------------------------------------------------------------------------
Shaul Elovitch 18,370,000** 72.44% 18,370,000 0 18,370,000 0
------------------------------------------------------------------------------------------------------------------------------------
-----------------
* Based on 25,360,000 Ordinary Shares that the Issuer advised were issued and
outstanding as of December 31, 2007.
** Internet Gold, controlling shareholder of the Issuer, holds 72.44% the
Issuer's Ordinary Shares. Eurocom Communications Ltd., is the controlling
shareholder of Internet Gold, holding 53.93% of its ordinary shares. Mr.
Shaul Elovitch, chairman of the board of directors of Internet Gold and the
chairman of the board of directors of Eurocom Holdings (1979) Ltd., or
Eurocom Holdings, holds 80% of Eurocom Holdings' shares and 75% of Eurocom
Holdings' management shares Eurocom Communications is 50.33% owned by
Eurocom Holdings and 49% of its shares are held in trust for four holding
companies, which are 80% owned by Mr. Shaul Elovitch. The remaining 0.67%
in Eurocom Communications is directly owned by Mr. Shaul Elovitch.
Accordingly, Mr. Shaul Elovitch may be deemed to have the sole voting and
dispositive power as to the 53.93% of the ordinary shares of Internet Gold
held by Eurocom Communications, and as a result of such power, may be
deemed to have the sole voting and dispositive power as to the 72.44% of
the Ordinary Shares of the Issuer held by Internet Gold.
Page 5 of 8
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 6 of 8
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: February 14, 2008
INTERNET GOLD-GOLDEN LINES LTD.
/s/Eli Holtzman
--------------------
Eli Holtzman
Chief Executive Officer
EUROCOM COMMUNICATIONS LTD.
/s/Shaul Elovitch
--------------------
Shaul Elovitch
Chairman
/s/Shaul Elovitch
-----------------
Shaul Elovitch
Page 7 of 8
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the attached Statement on Schedule
13G (and any amendments thereto) relating to the Ordinary Shares, par value NIS
0.1 per share of 012 Smile.Communications Ltd. is filed on behalf of each of
them.
Date: February 14, 2008
INTERNET GOLD-GOLDEN LINES LTD.
/s/Eli Holtzman
--------------------
Eli Holtzman
Chief Executive Officer
EUROCOM COMMUNICATIONS LTD.
/s/Shaul Elovitch
--------------------
Shaul Elovitch
Chairman
/s/Shaul Elovitch
-----------------
Shaul Elovitch
Page 8 of 8