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): May 1,
2008 (April 25, 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
On April
25, 2008, Xfone, Inc. (the “Registrant”) entered into a Third Amendment to Stock
Purchase Agreement (the “Third Amendment”) with NTS Communications, Inc. (“NTS”)
and representatives of the former equity owners of NTS who were the sellers (the
“Sellers”) under the original Stock Purchase Agreement dated as of August 22,
2007 between the Registrant, NTS and the Sellers (the “Original
Agreement”).
Pursuant
to the Third Amendment, the parties agreed to an extension of time
for the calculation and payment of the post closing working
capital adjustment under the Original Agreement
and agreed that the Registrant would obtain and
deliver to the Sellers' Representatives by May 30,
2008 an audit report with respect to the balance sheet of NTS as of
the closing of the acquisition, which occurred on February 26, 2008 (the
"Closing"), together with the Registrant's calculation of Working
Capital (as such term is defined in the Original Agreement) as of the Closing
and any amounts to be paid by the Registrant or the Sellers. The Sellers would
have the right to make any objections to the Registrant's working
capital determination by June 20, 2008, and in the event that the
Registrant and Sellers can not agree as to the post closing working capital
adjustment by June 30, 2008, then the parties shall submit the
determination of the post closing working capital adjustment to arbitration in
accordance with the Original Agreement.
Additional
information relating to the Original Agreement, the first and second amendments
to the Original Agreement and the Closing is available in the Registrant’s
Current Reports on Form 8-K filed with the SEC on August 22, 2007, January 15,
2008, February 14, 2008 and February 26, 2008.
A copy of
the Third Amendment is attached hereto as Exhibit 10.125 and is incorporated
herein by reference.
The
foregoing summary of the agreement and transaction described above is qualified
in its entirety by reference to the definitive transaction document, a copy of
which is attached as an exhibit to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
No.
|
Description
|
|
10.125
|
|
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: May
1, 2008
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Xfone,
Inc.
|
|
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By:
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/s/ Guy
Nissenson
|
|
|
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Guy
Nissenson
President,
Chief Executive Officer and
Director
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INDEX
TO EXHIBITS
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Exhibit
No.
|
Description
|
|
10.125
|
|