FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
November 12 ,2008
Commission
File Number: 001-33271
CELLCOM
ISRAEL LTD.
10
Hagavish Street
Netanya,
Israel 42140
________________________________________________
(Address
of principal executive offices)
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 X 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 the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not
Applicable
CELLCOM
ISRAEL ANNOUNCES SALE OF 0.8% OF ITS ISSUED SHARE
CAPITAL BY OPTION HOLDERS
NETANYA, Israel, November 12,
2008 – Cellcom Israel Ltd. (NYSE: CEL) (the “Company”) announced today
that employees and officers of the Company, including the Chairman of the Board
and the CEO, have entered into an agreement to sell an aggregate of 785,534
shares of the Company, constituting approximately 0.8% of the Company’s issued
share capital, to a financial institution. The shares had been issued by the
Company to such employees and officers upon their exercise of vested options
granted by the Company under its 2006 Share Incentive Plan. Approximately half
of the options granted under the Plan have now vested and been exercised. The
sale is scheduled to be completed today. The Company understands that the
purchaser intends to place such shares for sale outside the United States to
non-US investors.
The shares
have not been and will not be registered under the U.S. Securities Act of
1933. Accordingly, the shares may not be offered or sold in the United
States or to, or for the account or benefit of, a U.S. person (as defined in
Regulation S under the U.S. Securities Act of 1933).
For
additional details on the Company’s Share Incentive Plan, see the Company’s most
recent annual report for the year ended December 31, 2007 on Form 20-F under
“ITEM 5. Operating and Financial Review and Prospects – A. Operating
Results – Overview – 2006 Share Incentive Plan” and under “ITEM 6. Directors,
Senior Management and Employees - E. Share Ownership – 2006 Share Incentive
Plan” as well as the Company’s Proxy Statement filed on Form 6-K on July 7, 2008
and an immediate report filed on Form 6-K on August 19, 2008.
About Cellcom
Israel
Cellcom
Israel Ltd., established in 1994, is the leading Israeli cellular provider;
Cellcom Israel provides its approximately 3.157 million subscribers (as at
September 30, 2008) with a broad range of value added services including
cellular and landline telephony, roaming services for tourists in Israel and for
its subscribers abroad and additional services in the areas of music, video,
mobile office etc., based on Cellcom Israel's technologically advanced
infrastructure. The Company operates an HSPA 3.5 Generation network enabling the
fastest high speed content transmission available in the world, in addition to
GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offers Israel's broadest and
largest customer service infrastructure including telephone customer service
centers, retail stores, and service and sale centers, distributed nationwide.
Through its broad customer service network Cellcom Israel offers its customers
technical support, account information, direct to the door parcel services,
internet and fax services, dedicated centers for the hearing impaired, etc. In
April 2006 Cellcom Israel, through Cellcom Fixed Line Communications L.P., a
limited partnership wholly-owned by Cellcom Israel, became the first cellular
operator to be granted a special general license for the provision of landline
telephone communication services in Israel, in addition to data communication
services. Cellcom Israel's shares are traded both on the New York Stock Exchange
(CEL) and the Tel Aviv Stock Exchange (CEL).
For
additional information please visit the Company's website
http://investors.ircellcom.co.il
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Company Contact
Shiri
Israeli
Investor
Relations Coordinator
investors@cellcom.co.il
Tel:
+972 52 998 9755
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Investor Relations Contact
Ehud
Helft / Ed Job
CCGK
Investor Relations
info@gkir.com
/ ed.job@ccgir.com
Tel:
(US) 1 866 704 6710 / 1 646 213
1914
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Signatures
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.
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CELLCOM
ISRAEL LTD.
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Date:
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November
12, 2008
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By:
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/s/ Liat
Menahemi Stadler
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Name:
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Liat
Menahemi Stadler
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Title:
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General
Counsel
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