xfon8k.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): March 17, 2008 (March
17,
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))
Forward
Looking
Statements
Statements
in this Current Report on
Form 8-K (including the exhibit) that are not purely historical facts, including
statements regarding Xfone, Inc.’s beliefs, expectations, intentions or
strategies for the future, may be “forward-looking statements” under the Private
Securities Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by the use of the words “may,” “will,” “should,”
“expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” or “continue” or the negative of those terms or other
comparable terminology. These forward-looking
statements
relate to management’s current plans, objectives and expectations for future
operations. Although management believes that its expectations with respect
to the forward-looking statements are based upon reasonable assumptions within
the bounds of its knowledge of our business and operations, in light of the
risks and uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this report should not be regarded as a
representation by us or any other person that our objectives or plans
will be achieved.
Item
1.01
Entry Into a Material Definitive Agreement
On
March 17, 2008, Xfone 018 Ltd.
(“Xfone 018”), the Israeli-based majority-owned subsidiary of Xfone, Inc. (the
“Registrant”), entered into an Agreement of Principles (the “Agreement”) with
Tiv Taam Holdings 1 Ltd., an Israeli public company (“Tiv
Taam”). Pursuant to the Agreement, Xfone 018 agreed to purchase from
Tiv Taam, and Tiv Taam agreed to sell to Xfone 018, approximately 89% of the
outstanding share capital (approximately 69% of its fully diluted share capital)
of Robomatix Technologies Ltd. (“Robomatix”) which Tiv Taam currently owns (the
“Acquisition”).
Robomatix
owns approximately 90% of the
issued share capital of Tadiran Telecom-Communication Services In Israel Ltd.
(“Tadiran Telecom”), which is the general partner of Tadiran
Telecom-Communication Services In Israel – Limited Partnership (“Tadiran Telecom
LP”), an Israeli entity dealing with the distribution, maintenance,
assistance services and sale of switchboards for the business community in
Israel. Accordingly,
upon consummation of the Acquisition, Xfone 018 will also acquire control over
Tadiran Telecom and Tadiron Telecom LP.
The
purchase price for the Acquisition
is NIS 44,000,000 (approximately $12,800,000), subject to adjustment as set
forth in the Agreement, payable in three installments, as
follows:
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·
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On
the closing date, NIS
15,500,000 (approximately $4,500,000) (the “First
Installment”);
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·
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By
November 20, 2008, NIS
15,500,000 (approximately $4,500,000), subject to adjustment resulting
from linkage to the Consumer Price Index (the “Second
Installment”); and
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·
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By
November 1, 2009, NIS
13,000,000 (approximately $3,800,000), subject to adjustment resulting
from linkage to the Consumer Price Index (the
“Third
Installment”).
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Xfone
018 will have all rights as a
shareholder of Robomatix upon closing of the Acquisition and payment of the
First Installment.
The
Registrant has agreed to sign a
letter of guarantee (“Letter of Guarantee”) with respect to the Second
Installment and the Third Installment. The terms of the Letter of
Guarantee are still being negotiated, but are expected to be substantially
similar to the form of Letter of Guarantee attached as Annex
B to the
Agreement. In the event that the Acquisition is not
consummated, there will be no guarantee.
The
Agreement provides for a 60-day
period during which Xfone 018 shall perform a legal and accounting due diligence
examination of Robomatix, Tadiran Telecom and Tadiran Telecom
LP. Xfone 018 has undertaken to maintain confidentiality of all
information delivered to Xfone 018, and has entered into a Confidentiality
Undertaking, a copy of which is attached to the Agreement as Annex
A.
The
closing of the transaction will
occur on the later of (i) 75 days after the execution of the Agreement (i.e,
May
31, 2008), or (ii) 15 days after receipt of necessary approvals of the General
Director of the Antitrust Authority and other Israeli governmental
authorities. In the event that the necessary approvals are not
received within 120 days of the date of execution of the Agreement, or a
reserved approval was received or an approval under conditions which make it
burdensome on Xfone 018 or significantly prejudice the profitability of the
transaction for Xfone 018, the Agreement will be null and void as if it was
never executed.
A
copy of the Agreement,
including Annex A and Annex B, is attached hereto
as Exhibit
10.122, and is incorporated herein by reference.
The
foregoing summary of the agreements and transactions described above is
qualified in its entirety by reference to the definitive transaction documents,
copies of which are attached as Exhibit 10.122 to this Current Report
on Form 8-K.
Item
9.01
Financial Statements
and
Exhibits
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Not
applicable.
(d)
Exhibits
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Exhibit
No.
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Description
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10.122
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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.
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Xfone,
Inc.
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By:
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/s/ Guy
Nissenson |
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Guy
Nissenson |
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President,
Chief Executive Officer and Director
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.122
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