xfone8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): December 3, 2007 (December
2, 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
December 2, 2007, Xfone, Inc. (the
“Registrant”) received a rating letter from Midroog Limited, an Israeli rating
company affiliated with Moody’s Investors Services, notifying the Registrant
that it has assigned a rating of A3 to a debenture offering of up to NIS 105
million (approximately $27 million) which the Registrant is currently
contemplating in connection with the financing of its acquisition of NTS
Communications, Inc. The debenture offering will be made in Israel,
and only to non-U.S. institutional investors. There can be no
assurance that the debenture offering will be successful.
A
copy of
the rating letter is attached hereto as Exhibit 99.1. The full rating
report, which was issued today in Hebrew, and is currently in the process of
being translated to English, is available on Midroog’s website at:
http://www.midroog.co.il/files/xfone3.12.07.pdf. The
Registrant intends to file a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission containing the rating report when the English
translation is available.
Item
9.01 Financial
Statements and 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: December
3, 2007
|
Xfone,
Inc.
|
| |
By:
|
/s/
Guy Nissenson
|
| |
|
Guy
Nissenson
President,
Chief Executive Officer and
Director
|
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
99.1
|
|