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): February 19, 2009 (February 19,
2009)
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:
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
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 Registrant’s financing of its
acquisition of NTS Communications, Inc. On a Current Report on Form 8-K dated
January 28, 2008, upon receiving Midroog's approval, the Registrant filed an
English version of the analytical report issued by Midroog in
connection with the foregoing rating.
On
February 19, 2009, Midroog informed the Registrant that on that date Midroog
filed its annual monitoring report (the “Monitoring Report”) with the Tel-Aviv
Stock Exchange. According to the Monitoring Report, Midroog’s rating committee
reaffirmed the A3 rating of the bonds assigned on December 2, 2007. However, the
rating committee decided on a negative outlook on the rating of the bonds,
largely, but not exclusively, due to the increase of the risk level in the
business environment in which the Registrant operates, resulting from the
increasing recession in the United States and the threat it poses on the
Registrant's business, since the Registrant’s core activity is based in the U.S.
While the Monitoring Report recognizes that the Registrant shows relative
stability in its financial results and adherence to its expected cash flow
coverage ratios, it cites the Registrant’s currency exposure resulting from the
New
Israeli Shekel index-linked bonds in relation to the U.S. dollar, which
is the Registrant’s major activity currency.
The
Hebrew version of the Monitoring Report is available on Midroog’s website at:
http://www.midroog.co.il/files/xfone19.02.09.pdf.
The Monitoring Report is currently being translated to English, and the
Registrant intends to file a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission containing an English version of the Monitoring Report
when the translation is available
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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Date: February
19, 2009
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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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