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 17,
2007 (December 17,
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
8.01. Other Events
Annual
Meeting of Shareholders
On
December 17, 2007, an Annual Meeting of shareholders of Xfone, Inc. (the
“Registrant” or "Company") was held at the offices of Gersten Savage LLP in New
York, New York. The following items were approved by the shareholders at
the
Annual Meeting:
(i)
The
election of eight (8) members of the Board of Directors, each director to serve
for a number of years corresponding to his Class, respectively, one year
for Class A, two years for Class B and three years for Class C, until the 2008,
2009 and 2010 Annual Meetings of Stockholders of the Registrant; each such
director to serve until re-elected for a term of three (3) years or his
successor is duly elected and qualified or until his earlier resignation,
removal or death:
|
|
Shemer
Shimon Schwarz (Class A)
|
|
|
Eyal
Josef Harish (Class B)
|
|
|
Aviu
Ben-Horrin (Class B)
|
(ii)
The
appointment of Stark, Winter, Schenkein & Co., LLP as the Registrant’s
Independent Certified Public Accountants, for the fiscal year ending December
31, 2007, and the first three quarters of the fiscal year ending December 31,
2008;
(iii)
The
Company's 2007 Stock Incentive Plan which is designated for the benefit of
employees, directors, and consultants of the Company and its affiliates;
and
(iv)
The
acquisition of NTS Communications, Inc. (“NTS”) pursuant to that certain Stock
Purchase Agreement by and among the Company, NTS and the shareholders of NTS,
dated August 22, 2007, including the issuance of shares of the Company’s common
stock to i) certain shareholders of NTS who have elected to re-invest all or
a
portion of their allocable sale price in the Company’s common stock, and ii) to
Oberon Securities, LLC, as partial compensation for acting as an adviser for
the
financing of the cash portion of the purchase price for the acquisition of
NTS.
The
definitive Proxy Statement was filed on November 9, 2007 with the U.S.
Securities and Exchange Commission (File No. 001-32521) and can be viewed
at: www.sec.gov
Item
9.01. Financial Statements and Exhibits
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) None.
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 17,
2007 Xfone,
Inc.
By: /s/ Guy
Nissenson
Guy
Nissenson,
President
and Chief Executive Officer