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): January
28, 2008 (January 27, 2008)
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.
Midroog
Analytical
Report
As
previously disclosed on a Current Report on Form 8-K dated December 3, 2007,
Xfone, Inc. (the “Registrant”)
had received a rating
letter from Midroog Limited, an Israeli rating
company affiliated with Moody’s Investor Services (“Midroog”),
notifying the Registrant that
it had assigned a rating of A3 to a bond offering in Israel in connection with
the financing of its acquisition of NTS Communications, Inc. On January 27,
2008 the Registrant received
Midroog's approval for the filing of an English version of the full analytical
report issued by Midroog. A
copy of the English version of the analytical report is attached hereto as
Exhibit 99.1. A Hebrew version of the analytical report is available
on
Midroog’s website at: http://www.midroog.co.il/files/xfone3.12.07.pdf.
Amendment
of
Audit Committee Charter
On
January 28, 2008, inaccordance
with its responsibility to
annually review the adequacy of its charter, the Audit Committee (the
“Committee”) of the Board of Directors (the “Board”) of the Registrant, and the
Board, approved amendments to the Committee’s charter to update it to comply
with rules and regulations applicable to the Registrant that have changed since
the charter was last reviewed and to make certain technical, clarifying and
non-substantive changes. A copy of the Committee’s charter as amended is
attached hereto as Exhibit 99.2, and is available on the Registrant’s
website, at www.xfone.com.
Item
9.01
Financial Statements and Exhibits
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
99.1
|
|
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99.2
|
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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: January
28, 2008
|
Xfone,
Inc.
|
| |
By:
|
/s/
Guy
Nissenson
|
| |
|
Guy
Nissenson
President,
Chief Executive Officer and
Director
|
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
99.1
|
|
|
99.2
|
|