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, 2009 (July 1,
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) (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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July
1, 2009, NTS Communications, Inc. (“NTS”), a wholly owned subsidiary of Xfone,
Inc. (the “Company”), entered into an employment agreement (the “Employment
Agreement”) with Niv Krikov, the Company’s Treasurer, Chief Financial Officer
and Principal Accounting Officer, pursuant to which Mr. Krikov will serve as
Executive Vice President of NTS. Mr. Krikov’s employment with NTS is
expected to begin on or about August 15, 2009, for a term that will end on July
31, 2010. His term of employment may be renewed by mutual agreement
for additional one-year terms. In connection with this event, Mr.
Krikov will be relocating from the headquarters of Xfone 018 in Israel to the
Company’s principal executive offices and NTS’ headquarters in Lubbock,
Texas. Mr. Krikov’s relocation and the terms of the Employment
Agreement were approved by the Company’s Board of Directors (the “Company’s
Board”), upon the recommendation of the Compensation Committee of the Company’s
Board (the “Compensation Committee”), and were also approved by NTS’ Board of
Directors.
Under the
terms of the Employment Agreement, Mr. Krikov will be paid an annual salary of
$90,800, a per diem allowance at a monthly rate of $4,100, and will be eligible
to participate in and receive benefits under the applicable NTS benefit plans
for similarly situated employees. Additionally, NTS has agreed to
bear expenses for housing and a motor vehicle for Mr. Krikov and his family,
including all expenses associated therewith, as well as travel expenses and
medical and life insurance coverage.
As
previously disclosed, in accordance with a resolution of the Company’s Board
dated May 9, 2007, Mr. Krikov is entitled to be granted options to purchase a
certain amount of the Company’s shares of common stock, as to be recommended by
the Chief Executive Officer of the Company and approved by the Company’s
Board. Such options, which have not yet been granted, will be granted
under and subject to the Company’s 2007 Stock Incentive Plan. In
connection with its discussion of Mr. Krikov’s relocation the Company’s Board
re-affirmed Mr. Krikov’s abovementioned right to receive
options.
The
foregoing summary of the Employment Agreement is qualified in its entirety by
reference to the definitive document, a copy of which is attached as Exhibit
10.132 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and
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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Date: July
1, 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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INDEX TO
EXHIBITS