xfone8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): May 31, 2007 (May 31,
2007)
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
Commission
File No. 333-67232
11-3618510
(I.R.S.
Employer Identification Number)
2506
Lakeland Drive, Suite 100
Flowood,
MS 39232
(Address
of principal executive offices) (Zip Code)
601-983-3800
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Settlement
Agreement and Release
On
May
31, 2007, Xfone, Inc. (the “Registrant”), its subsidiary, Xfone USA, Inc.
(“Xfone USA”) and Embarq Logistics, Inc. ("Embarq")
entered into a Settlement Agreement and Release relating to the settlement
of
disputes between Xfone USA and Embarq that arose in connection with Embarq’s
installation of certain collocation facilities in Mississippi for Xfone USA
(the "Settlement
Agreement"). The Settlement Agreement is attached hereto as
Exhibit 10.101 and incorporated herein by reference.
Pursuant
to the Settlement Agreement, Xfone USA agreed to pay Embarq a total of
$830,000.00 to resolve all claims and disputes associated with or related to
performance of and payment for the collocation work, paid as
follows:
(i)
$415,004.00 was paid upon execution of the Settlement Agreement, and (ii)
$414,996.00 is payable by Xfone USA pursuant to a promissory note executed
simultaneously with the Settlement Agreement (the “Note”), which is discussed
further below.
The
Settlement Agreement also provides for mutual releases between the
Registrant/Xfone USA and Embarq from all claims, liabilities and causes of
action, of any kind and nature, in connection with the collocation
work. These releases will remain in effect notwithstanding the
discovery of or existence of additional or different facts that become known
to
the parties after the date of the Settlement Agreement.
Promissory
Note
Under
the
terms of the Note, the principal amount of $414,996.00 is payable in six
consecutive monthly installments of $69,166.00 each, beginning on June 30,
2007
through November 30, 2007. The Note is attached hereto as Exhibit
10.102
and
incorporated herein by reference.
Under
the
terms of the Note, Xfone USA may prepay the Note, in whole or in part, at any
time, with no premium or penalty. In the event that Xfone USA
defaults on any of its obligations under the Note, and such default is not
cured
within 10 business days, Embarq may, at its option, have all principal then
outstanding bear interest at a rate of 18% per year as long as the event of
default continues, and/or declare all sums outstanding or owing, including
interest, immediately due and payable without presentment, demand or notice
of
any kind. Xfone USA will also be required to pay upon Embarq’s demand
reasonable outside attorneys’ fees incurred by Embarq in connection with any
such default.
Parent
Guarantee
In
addition, the Registrant and Embarq entered into a Parent Guarantee, in which
the Registrant guaranteed payment of the settlement amount of $830,000 and
performance by Xfone USA, its subsidiary, under the Settlement Agreement and
the
Note (the “Guarantee”). The Guarantee is attached hereto as Exhibit
10.103 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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 hereunto
duly authorized.
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Xfone,
Inc.
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Date: May
31, 2007
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By:
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/s/
Guy Nissenson
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President,
Chief Executive Officer, Chief Financial Officer, and
Director
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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DESCRIPTION
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10.101
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10.102
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10.103
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