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): March 4, 2010 (March 2,
2010)
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
7.01 Regulation
FD Disclosure.
RUS Funding
Approved
On March 4, 2010, Xfone, Inc. (‘Xfone”)
was notified that the applications of its wholly owned subsidiary, PRIDE
Network, Inc. (“PRIDE Network”), for Rural Utility Service (“RUS”) funding from
the U.S. Department of Agriculture under the Broadband Initiative Program for
the Fiber To The Premise (FTTP) build out of PRIDE Network’s projects in Texas,
have been approved. PRIDE Network was selected to receive
approximately $63.6 million in RUS funding for these projects, which will be
split between loans of approximately $35.5 million and grants of approximately
$28.1 million.
A copy of Xfone’s press release
announcing the approval is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Non-Binding Memorandum of
Understanding for the Sale of Xfone 018 Ltd.
On March
2, 2010, a non-binding memorandum of understanding (the “MoU”) was entered into
by and among Xfone, Xfone’s 26% minority interest partner (the “Minority
Partner”) in Xfone’s Israeli-based subsidiary, Xfone 018 Ltd. (“Xfone 018”), and
Marathon Telecom Ltd. (“Marathon Telecom”), for the sale by Xfone and the
Minority Partner of their aggregate holdings (95%) in Xfone 018 to Marathon
Telecom (the “Transaction”). The MoU provides for an all cash transaction.
Pursuant to the MoU, the parties will begin a due diligence process at the end
of which the parties expect to enter into a definitive agreement. There can be
no assurance that the Transaction will be consummated.
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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Xfone,
Inc.
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Date: March
4, 2010
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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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