xfone8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): August 23, 2007 (August 23,
2007)
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
Commission
File No. 001-32521
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
7.01 Regulation
FD Disclosure
On
August
23, 2007, Xfone, Inc. (“Xfone” or the “Company”) issued a press release
announcing that it has signed a definitive agreement to acquire NTS
Communications, Inc., a premier provider of integrated voice, data and video
solutions, headquartered in Lubbock, Texas. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
For
more
information regarding the terms of the transaction see Xfone’s Current Report on
Form 8-K filed August 22, 2007 with the U.S. Securities and Exchange Commission
in connection with the execution of the agreement.
Item
9.01 Financial
Statements and Exhibits
(a) None.
(b) None.
(c) None.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
|
|
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.
|
Date: August
23, 2007
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Xfone,
Inc.
|
| |
By:
|
/s/
Guy Nissenson
|
| |
|
Guy
Nissenson
President,
Chief Executive Officer and
Director
|
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release of the Company dated August 23,
2007.
|