UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
XFONE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
98414Y109
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(CUSIP Number)
DECEMBER 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GAGNON SECURITIES LLC
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE LIMITED LIABILITY COMPANY
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NUMBER OF 5. SOLE VOTING POWER 0
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 1,896,156
OWNED BY ------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING ------------------------------------------------------------
PERSON WITH: 8. SHARED DISPOSTIVE POWER 1,896,156
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,896,156
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.04%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
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13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NEIL GAGNON
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14. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) |X|
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15. SEC USE ONLY
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16. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 17. SOLE VOTING POWER 1,424,946
SHARES ------------------------------------------------------------
BENEFICIALLY 18. SHARED VOTING POWER 1,202,275
OWNED BY ------------------------------------------------------------
EACH 19. SOLE DISPOSITIVE POWER 1,424,946
REPORTING ------------------------------------------------------------
PERSON WITH: 20. SHARED DISPOSTIVE POWER 1,287,191
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21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,712,137
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22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.4%
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24. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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ITEM 1. (a) Name of Issuer: Xfone, Inc.
(b) Address of Issuer's Principal Executive Offices:
2506 Lakeland Drive, Suite 100
Flowood, MS 39232
Item 2. (a) Name of Person Filing:
This Schedule 13G/A is being filed by Gagnon Securities LLC and Neil
Gagnon (together, the "Reporting Persons"). Gagnon Securities LLC is
an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940 and furnishes investment advice to several
customer accounts, foundations, partnerships, trusts, and private
investment funds (collectively, the "Funds"). Mr. Gagnon is the
managing member and the principal owner of Gagnon Securities LLC. In
its role as investment manager to the Funds, Gagnon Securities LLC
shares investment and/or voting power with Mr. Gagnon over certain
securities of the Issuer described in this schedule that are owned
by the Funds and shares investment discretion and/or voting power
over cetain securities of the Issurer with persons other than Mr.
Gagnon, and may be deemed to be the beneficial owner of the shares
of the Issuer held by the Funds. Additionally, Mr. Gagnon
beneficially owns certain securities over which he has sole voting
power and sole dispositive power, and certain securities over which
shares dispositive power with certain persons but has no voting
power. The Reporting Persons expressly disclaim beneficial ownership
of all securities held in the Funds' accounts. No single client's
interest as reported in the customer accounts at Gagnon Securities
LLC exceeds 5% of the outstanding Common Stock of the Issuer. In
addition, the filing of this Schedule 13G/A shall not be construed
as an admission that the Reporting Persons or any of their
affiliates is the beneficial owner of any securities covered by this
Schedule 13G/A for any other purposes then Section 13(d) of the
Securities Exchange Act of 1934.
(b) Address of Principal Business Office or, if none, Residence:
(c) Citizenship:
GAGNON SECURITIES LLC: Delaware Limited Liability Company
NEIL GAGNON: USA
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
98414Y109
ITEM 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
GAGNON SECURITIES LLC: 1,896,156
NEIL GAGNON: 2,712,137
(b) Percent of class:
GAGNON SECURITIES LLC: 10.04%
NEIL GAGNON: 14.4%
Calculation of percentage of beneficial ownership is based on the
sum of (i) 18,376,075 outstanding shares of Issuer Common Stock set
forth on the Issuer's most recent 10-Q filed on November 13, 2008;
and (ii) 500,000 warrants of the Issuer, each as reported by the
Issuer on its Form 8-K filed on December 13, 2007.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
GAGNON SECURITIES LLC: 0
NEIL GAGNON: 1,424,946
(ii) Shared power to vote or to direct the vote:
GAGNON SECURITIES LLC: 1,896,156
NEIL GAGNON: 1,202,275
(iii) Sole power to dispose or to direct the disposition of:
GAGNON SECURITIES LLC: 0
NEIL GAGNON: 1,424,946
(iv) Shared power to dispose or to direct the disposition of:
GAGNON SECURITIES LLC: 1,896,156
NEIL GAGNON: 1,287,191
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Funds described above in Item 2 have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
securities held in their respective accounts. To the knowledge of the Reporting
Person, the interest in any such Fund does not exceed 5% of the class of
securities. The Reporting Person disclaims beneficial ownership of all such
securities.
ITEMS 7 - 9
Not Applicable
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect. [X]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 17, 2009
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Date
/s/ Neil Gagnon
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Signature
Neil Gagnon
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)