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): November 3, 2011 (November 2, 2011)
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))
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Item 8.01 Other Events
Xfone, Inc. (the “Company”) issued 20,067,108 shares of the Company's common stock (the “Shares”) on November 2, 2011 pursuant to the completion of its previously announced rights offering (the “Rights Offering”) in which the Company stockholders received one (1) non-transferable and non-tradable right to purchase one (1) additional share of the Company’s common stock, par value $0.001 per share, for each share owned as of the Record Date, for a subscription price of $0.30 per share. The Company’s registration statement on Form S-1 (as amended), of which the Prospectus covering the Shares is a part, was declared effective by the SEC on September 12,
2011.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
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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: November 3, 2011
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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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