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): July 1, 2008 (July 1,
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)
5307 W. Loop 289
Lubbock,
Texas 79414
(Address
of principal executive offices)
806-771-5212
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 July 1, 2008, Abraham Keinan, Chairman
of the Board of Directors of Xfone, Inc. (”Xfone” or the “Registrant”),
and Guy Nissenson, President, CEO and a director of the Registrant, entered into
a certain Irrevocable Option Agreement (the “Option Agreement”). Pursuant to the
Option Agreement, Mr. Keinan granted Mr. Nissenson (individually and/or together
with the Nissenson Investors, as such term is defined in the Option Agreement)
an irrevocable and exclusive option to purchase a minimum of 2,868,000 of the
shares of Xfone common stock, $0.001 par value per share, that he beneficially
owns (the “Option Shares”), at any time from the date of the Option Agreement
through 5:00 p.m. (British Time) on January 1, 2009, at a price per share of
$3.4289277 (the "Option").
In the
event that Mr. Nissenson decides to exercise the Option, Mr. Keinan has the
right to sell to the purchaser(s) of the Option Shares up to an additional
340,000 shares of Xfone common stock that he owns, at the same price as the
Option Shares (the "Additional Shares”).
Upon the
purchase of the Option Shares and any Additional Shares, (i) Mr. Keinan shall
immediately resign from all of his positions with Xfone and/or its subsidiaries,
(ii) shall relinquish any rights under his agreements with the Registrant and
its subsidiaries, including fees, salary, bonuses, options (including but not
limited to outstanding and fully vested options), severance pay, etc., and (iii)
the Voting Agreement by and between Mr. Keinan, Mr. Nissenson and Campbeltown
Business Ltd. dated September 28, 2004 shall terminate.
The
foregoing summary of the terms of the Option Agreement is qualified in its
entirety by reference to the Option Agreement, a copy of which is attached as an
exhibit 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
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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