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 August 2004 INTERNET GOLD-GOLDEN LINES LTD. (Name of Registrant) 1 Alexander Yanai Street Petach-Tikva, 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 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 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 X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________ Internet Gold-Golden Lines Ltd. 6-K Items 1. Press Release re Internet Gold is Entering the International Voice Market dated August 6, 2004 (issued in Israel). Item 1 BUSINESS NEWS FOR IMMEDIATE RELEASE Internet Gold is Entering the International Voice Market -------------------------------------------------------- Announcing a customer focused strategy, offering registered customers a unified price of 0.45 NIS to many of the popular dialing destinations, changing current market rules by simplifying the service Introductory offer of 0.15 NIS for the first 15 minutes Petach Tikva, Israel, August 6, 2004 - Internet Gold (Nasdaq: IGLD) announced that starting tomorrow it will offer a complete international voice service under 015 prefix to the general public. Internet Gold is the first to leverage the Ministry of Communication's decision to widen the competition in the market. The Company received its license on June 2, 2004 and has now finished the technological, logistical and marketing set-up in order to successfully enter the market. Internet Gold has rapidly built a state-of-the-art VoIP infrastructure based on Veraz's soft-switch and ECTel's anti-fraud system. During the last weeks, the Company has performed successful field-tests to ensure voice quality and overall functionality. Internet Gold's General Manager Eli Holtzman stated "This is a major event for us and just like our early days, when we entered the Internet market, we plan to again dramatically change the international voice market. We will focus on the consumer needs offering a simple, clear and friendly service. We estimate that the total number of minutes in the market will grow by 20% and we aim at a 10% market share in order to become a key player in this market as well." About Internet Gold Internet Gold is a leading Internet service provider in Israel. The Company provides a wide array of Internet services tailored to the needs of residential and business subscribers, including Internet access and related value-added services, as well as content through its portals. The Company provides the full variety of Internet access services including Broadband access via DSL lines and Cables, dial-up and private lines. Internet Gold operates the leading portal in Israel through its MSN Israel joint venture (50.1%) with Microsoft Corp. and is a leading e-Commerce provider in Israel through its e-Commerce joint venture, Gold Trade (46.3%). For additional information about Internet Gold, please visit our Website at www.igld.com. ----------------------- Certain statements made herein that use the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand for the Company's services, inability to timely develop and introduce new technologies, services and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's Annual Report filed with the Securities and Exchange Commission and its other reports as filed from time to time with the Securities and Exchange Commission. For further information, please contact: Ms. Idit Azulay, Internet Gold +972 3 939-9848 idita@co.zahav.net.il 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. INTERNET GOLD-GOLDEN LINES LTD. (Registrant) By /s/Eli Holtzman --------------- Eli Holtzman Chief Executive Officer Date: August 9, 2004