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 26, 2009 (October 26,
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
8.01 Other
Events
Background
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 which is a subsidiary of Moody’s Investor
Services (“Midroog”), assigning a rating of A3 to a bond offering in Israel in
connection with the Registrant’s financing of its acquisition of NTS
Communications, Inc.
As
previously disclosed on a Current Report on Form 8-K dated February 19, 2009,
Midroog’s annual monitoring report filed with the Tel-Aviv Stock Exchange on
February 19, 2009 reaffirmed the A3 rating of the bonds initially assigned on
December 2, 2007, however, Midroog’s rating committee decided on a negative
outlook on the rating of the bonds.
Recent
Development
On
October 26, 2009, Midroog issued a monitoring report (the “Monitoring Report”)
downgrading the rating of the bonds from A3 to Baa1, and announcing that the
negative outlook on the rating remains in effect.
The
Hebrew version of the Monitoring Report is available on Midroog’s website at:
http://www.midroog.co.il/siteFiles/13/463/5957.asp?val=406.
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.
Item
9.01 Financial
Statements and Exhibits
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) None.
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: October
26, 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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