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): October 28, 2008 (October 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)
5307
W. Loop 289
Lubbock,
Texas 79414
(Address
of principal executive offices) (Zip Code)
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
1.01. Entry into a Material Definitive Agreement
On
October 27, 2008, Xfone, Inc. (the “Company”), amended and restated the
Indenture dated December 13, 2007 (the “Indenture”) which it had entered into
with Ziv Haft Trusts Company Ltd. as trustee (the “Trustee”), in connection with
the issue of the Company’s Series A bonds (the “Bonds”) on December 13, 2007 to
Israeli institutional investors.
Pursuant
to Section 2.4 of the Indenture, the Company, with the Trustee’s consent,
modified certain of the provisions of the Indenture and the terms and conditions
of the Bonds, as required in accordance with the instructions and directives of
the Tel Aviv Stock Exchange Ltd. (“TASE”) and/or the Israel Securities Authority
for the purpose of the listing of the Bonds on the TASE and as specified in
Section 2.4 of the Indenture.
A summary
of the main terms of the Bonds was initially disclosed by the Company in a
Current Report on Form 8-K which was filed with the U.S. Securities and Exchange
Commission on December 13, 2007. A copy of the Indenture, as amended
and restated on October 27, 2008, translated from Hebrew, is attached as Exhibit
10.127 to this Current Report on Form 8-K. In addition, a copy of the
form of the warrant which was issued on February 26, 2008 to the holders of the
Bonds pursuant to the terms of the Bond offering, translated from Hebrew, is
attached as Exhibit 10.128 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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Date:
October 28, 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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