SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March, 2015
Commission File Number: 001-09531
Telefónica, S.A.
(Translation of registrant’s name into English)
Distrito Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482 87 00
(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):
Yes ¨ No x
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):
Yes ¨ No x
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): N/A
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration Number: 333-181576), as amended, of Telefónica, S.A. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Telefónica, S.A.
TABLE OF CONTENTS
| Exhibit |
||
| 1.1 | Underwriting Agreement for the Capital Increase with Preferential Subscription Rights for Cash Value of €3,048,350,915, through the Issuance of 281,213,184 Ordinary Shares of Telefónica, S.A. | |
| 8.1 | Opinion of Davis Polk & Wardwell, LLP regarding certain federal income tax matters, dated March 26, 2015 | |
| 8.2 | Opinion of CMS Albiñana & Suárez de Leo regarding certain Spanish tax matters, dated March 26, 2015 | |
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.
| Telefónica, S.A. | ||||||||||
| Date: | March 26, 2015 | By: | /s/ Miguel Escrig Meliá | |||||||
| Name: | Miguel Escrig Meliá | |||||||||
| Title: | Authorized Representative | |||||||||