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): December 24, 2009 (December 23,
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
1.01 Entry
into a Material Definitive Agreement
As
previously disclosed on Current Reports on Form 8-K dated November 23, 2009 and
November 30, 2009 of Xfone, Inc. (the “Registrant” or the “Company”), an
agreement (the “Blokshtil Agreement”) had been entered into on November 20, 2009
between the Company, Mr. David Sela and Blokshtil Ltd. (jointly and/or
severally, “Blokshtil”), pursuant to which the Company agreed to sell to
Blokshtil the Company's holdings (69%) in its majority-owned Israel-based
subsidiary, Xfone 018 Ltd., for an aggregate purchase price of $6,900,000,
payable in NIS in two installments. Blokshtil had deposited with the Company a
check (the “Check”) in the amount of NIS 11,400,000 in payment of the first
installment, which Check was later returned due to insufficient funds. The
failure to deliver good funds constituted a fundamental breach of the Blokshtil
Agreement (“Blokshtil Breach of Agreement”).
On
December 23, 2009, the Company entered into a settlement agreement (the
“Settlement Agreement”) with Blokshtil, pursuant to which Blokshtil agreed to
pay to the Company the amount of NIS 2,000,000 ($525,210), payable in
installments, in respect of the Company’s damages as a result of the Blokshtil
Breach of Agreement. Subject to the full payment of such amount by Blokshtil,
the Company agreed to forfeit its claims against Blokshtil and return the Check
to Blokshtil.
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.
|
|
|
|
|
|
|
Xfone,
Inc.
|
|
|
|
|
|
|
|
Date: December
24, 2009
|
By:
|
/s/
Guy Nissenson
|
|
|
|
Guy
Nissenson
|
|
|
|
President,
Chief Executive Officer and Director
|
|
|
|
|
|