UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 20–F/A
(Amendment No. 1)
 
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2018
 
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to ______________          
 
OR

☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report …………………………….
 
Commission file number 001-33271
 
CELLCOM ISRAEL LTD.
(Exact name of Registrant as specified in its charter
 and translation of Registrant’s name into English)
 
ISRAEL
(Jurisdiction of incorporation or organization)
 
10 Hagavish Street, Netanya  4250708, Israel
(Address of principal executive offices)
 
Liat Menahemi Stadler, 972-52-9989595 (phone), 972-98607986 (fax), LIATME@cellcom.co.il, 10 Hagavish Street, Netanya 4250708, Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
Name of each exchange on which registered
Ordinary Shares, par value NIS 0.01 per share
New York Stock Exchange (“NYSE”)
 
Securities registered or to be registered pursuant to Section 12(g) of the Act.
 
None
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
 
None
(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2018, the Registrant had outstanding 116,196,729 Ordinary Shares, par value NIS 0.01 per share.
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
 
☒ Yes    ☐ No

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  
 
☐ Yes    ☒ No

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
☒ Yes    ☐ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)

☒ Yes    ☐ No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer , or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company”  in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
 Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board  ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant elected to follow.

Item 17 ☐

Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).          
 
☐ Yes    ☒ No
 
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EXPLANATORY NOTE
 
This Amendment No. 1 to the Annual Report on Form 20-F of Cellcom Israel Ltd. (“Cellcom”) for the year ended December 31, 2018 filed on March 18, 2019 is being filed solely for the purpose of filing the correct version of the Consent of Independent Registered Public Accounting Firm - Somekh Chaikin as Exhibit 15.1 hereto.
 
This Form 20-F/A consists of a cover page, this explanatory note, Item 19, the signature page and the Exhibits (as updated).

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ITEM 19.        EXHIBITS
 
Exhibit Number
  
Description
  
 
4
 
Exhibit Number
  
Description
  
 
101.INS
  
XBRL Instance Document(7)
101.SCH
  
XBRL Taxonomy Extension Schema Document(7)
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document(7)
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document(7)
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document(7)
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document(7)
______________
 
*
Filed herewith.
 
(1)
Incorporated by reference to our registration statement on Form F-1 (registration no. 333-140030) filed with the SEC on January 17, 2007.
 
(2)
Incorporated by reference to our annual report on Form 20-F for the year 2011 filed with the SEC on March 7, 2012.
 
(3)
Incorporated by reference to our annual report on Form 20-F for the year 2014 filed with the SEC on March 16, 2015.
 
(4)
Incorporated by reference to our annual report on Form 20-F for the year 2016 filed with the SEC on March 20, 2017.
 
(5)
Incorporated by reference to our annual report on Form 20-F for the year 2017 filed with the SEC on March 26, 2018.
 
(6)
Incorporated by reference to our registration statement on Form S-8 filed with the SEC on August 13, 2015.
 
(7)
Incorporated by reference to our annual report on Form 20-F for the year 2018 filed with the SEC on March 18, 2019.
 
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SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
Cellcom Israel Ltd.
 
  
 
By:
/s/ Nir Sztern
  
   
Name:
Nir Sztern
  
   
Title:
President and Chief Executive Officer
  
 
Date: April 1, 2019
 
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