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): July 2, 2009 (July 2,
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
On
July 2, 2009, there was a development in the legal proceeding involving NTS
Communications, Inc. (“NTS”), the wholly owned U.S.-based subsidiary of Xfone,
Inc. (the “Company”) and Global Crossing Telecommunications, Inc. (“Global
Crossing”).
Background
As
previously disclosed, on March 27, 2009, NTS filed suit against Global Crossing
in the 160th District
Court of Dallas County, Texas seeking $441,148.51 for unpaid telecommunications
services, which NTS had provided in November and December 2008. The suit stems
from a certain Telecommunications Agreement entered into between NTS and Global
Crossing, which had an effective date of November 2, 2006. On April 15,
2009, Global Crossing removed the case to Federal Court, and on April 17, 2009,
Global Crossing filed an Original Answer denying NTS’ claim. Global
Crossing also filed a Counterclaim alleging that NTS failed to perform its
obligations under the Telecommunications Agreement and federal law between 2006
and 2008, and seeking damages in the amount of $8,000,000. On April 30, 2009,
Xfone claimed indemnity from NTS’ former shareholders with respect to the
damages sought by Global Crossing in the Counterclaim, pursuant to the
protections available to Xfone for suffering adverse consequences under the
terms of the Stock Purchase Agreement and Escrow Agreement entered into in
connection with Xfone’s purchase of NTS. NTS filed its Original
Answer to the Counterclaim on May 7, 2009.
Recent
Development
On
July 2, 2009, NTS received a filed copy of a joint stipulation of dismissal with
prejudice, which had been filed with the Federal Court on June 30, 2009,
pursuant to a Settlement Agreement and General Release entered into by and
between NTS and Global Crossing dated June 30, 2009 (the
“Agreement”). Pursuant to the Agreement, NTS has agreed to issue a
credit on its next invoice to Global Crossing in the amount of $431,549.68, and
each party agreed to release the other from all claims and
counterclaims.
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: July
2, 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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