xfone 8k item 5.02 & 9.01
UNITEDSTATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): June
8, 2005
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
Commission
File No. 333-67232
11-3618510
(I.R.S.
Employer Identification Number)
960
High Road
London
N12 9RY, United Kingdom
(Address
of principal executive offices) (Zip Code)
011.44.8451087777
(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:
[]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[]
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 Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c)
Effective June 8, 2005, in accordance with a board resolution dated June 8,
2005, the Registrant appointed Mr. Alon Mualem, CPA, as Chief Financial Officer
of the Registrant. Mr. Mualem will hold as well the position of Chief Financial
Officer of the Registrant's majority owned subsidiary in Israel, Xfone 018
Ltd.
Mr. Mualem will be based at the Registrant's subsidiary's executive offices
in
Israel.
Mr.
Mualem, prior to joining the Registrant, held the following financial and
accounting positions: Chief Financial Officer of CheckM8 Ltd., a high-tech
company acting as an Israeli research and development center for its US parent
company (2004 to until his position with the Regsitrant); corporate controller
for six years for RADVISION Ltd. (NASDAQ: RVSN) where he was responsible, among
other duties, for the preparation of all SEC and NASDAQ financial reports (1998
to 2004); deputy controller for two years for RAD Data Communication Ltd (1996
to 1998); worked as a certified public accountant with the public accounting
firm of Somekh-Chaikin, based in Israel, which is an affiliate with the
international public accounting firm, KPMG (1992 to 1996). Mr. Mualem holds
a
B.A. degree in Economics and Accounting from Tel Aviv University and is licensed
as a CPA in Israel. Mr. Mualem is a lecturer in financial accounting at the
Academic Business College.
For
holding the positions of Chief Financial Officer of Xfone, Inc. and Xfone 018
Ltd. and based on an agreement to be signed with Mr. Mualem in the next few
days, Mr. Mualem will receive an annual salary of approximately US$100,000,
use
of a company car, and manager's insurance that includes health, pension,
disability and an educational training fund.
Mr.
Mualem was granted on June 8, 2005, under the Registrant's 2004 Stock Option
Plan, 300,000 options to purchase 300,000 common shares of the Registrant at
an
exercise price of $3.5. The vesting of the options will be over a period of
4
years as follows: 25% of the options are vested after a year from the date
of
grant. Thereafter, 1/16 of the options are vested every 3 months for the
following 3 years.
This
understanding and agreement with Mr. Mualem is subject to termination by either
party giving written notice to the other 30 days prior to the effective date
of
termination.
(c)
Exhibits
99.1 Press
Release of Xfone, Inc. dated June 8, 2005.
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: June
8, 2005 |
By: |
/s/ Guy
Nissenson |
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Guy
Nissenson |
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President & CEO |