NTS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2009-12-29: Form 8-K/A; Period of report 2009-12-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2009-12-29: Form 8-K; Period of report 2009-12-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2009-12-24: Form 8-K; Period of report 2009-12-23; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2009-12-22: Form 8-K; Period of report 2009-12-22; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2009-12-29 | 8-K/A | 2009-12-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 This filing corrects typographical errors in Exhibit No. 10.135 (the “Exhibit”) of the Current Report on Form 8-K dated December 29, 2009. | xfone8ka.htm |
| 2009-12-29 | 8-K | 2009-12-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously disclosed, Xfone, Inc. (“Xfone”) had entered into a Stock Purchase Agreement dated August 22, 2007 (the “NTS Purchase Agreement”) with NTS Communications, Inc. (“NTS”) and the owners of the equity interests in NTS (the “NTS Sellers”), to acquire NTS. | xfone8k.htm |
| 2009-12-24 | 8-K | 2009-12-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously disclosed on Current Reports on Form 8-K dated November 23, 2009 and November 30, 2009 of Xfone, Inc. (the “Registrant” or the “Company”), an agreement (the “Blokshtil Agreement”) had been entered into on November 20, 2009 between the Company, Mr. David Sela and Blokshtil Ltd. (jointly and/or severally, “Blokshtil”), pursuant to which the Company agreed to sell to Blokshtil the Company's holdings (69%) in its majority-owned Israel-based subsidiary, Xfone 018 Ltd., for an aggregate purchase price of $6,900,000, payable in NIS in two installments. | xfone8k.htm |
| 2009-12-22 | 8-K | 2009-12-22 | 8.01 Other Events | 8.01 On December 22, 2009, an Annual Meeting of Stockholders of Xfone, Inc. (the “Company”) was held at the offices of Gersten Savage LLP in New York, New York. | xfone8k.htm |
| 2009-12-21 | 8-K | 2009-12-21 | 7.01 Regulation FD Disclosure | 7.01 On December 21, 2009, Xfone, Inc. (the “Registrant”) issued a press release announcing that its wholly owned subsidiary, PRIDE Network, Inc.’s applications for the United States Department of Agriculture Rural Utility Service funding under the Broadband Initiative Program for the Fiber To The Premise (FTTP) build out of the Registrant’s Pride Network in Northern Texas, have advanced to phase two. | xfone8k.htm |
| 2009-12-14 | 8-K | 2009-12-14 | 8.01 Other Events | 8.01 As previously disclosed on Current Reports on Form 8-K dated November 30, 2009 and December 1, 2009 of Xfone, Inc. (the “Company”), upon the request and instructions of the Tel Aviv Stock Exchange (the “TASE”) to the Company, the Company’s first payment in respect of the principal and interest which was due on December 1, 2009 to the holders of its Series A Bonds (the “Bonds”), in the amount of NIS 10,000,000 ($2,649,006.6), was paid in installments. | xfone8k.htm |
| 2009-12-11 | 8-K | 2009-12-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On December 10, 2009, Xfone, Inc. (the “Registrant”) entered into a Loan Agreement (the “Agreement”) as guarantor, with (i) Swiftnet Limited, the Registrant’s wholly owned United Kingdom subsidiary, as borrower (the “Borrower”); (ii) Iddo Keinan, as lender (the “Lender”); and (iii) the Registrant’s other wholly owned UK Subsidiaries: (a) Auracall Limited (“Auracall”), (b) Equitalk.co.uk Limited (“Equitalk”), and (c) Story Telecom Limited (“Story Telecom”) (each a UK Subsidiary and collectively, the “UK Subsidiaries”). | xfone8k.htm |
| 2009-12-01 | 8-K | 2009-12-01 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On December 1, 2009, the Company issued a series of promissory notes in the aggregate amount of approximately $875,000 to various lenders who are either affiliates of the Company or people related to certain affiliates and/or business partners of the Company. 8.01 As previously disclosed on a Current Report on Form 8-K dated November 30, 2009 of Xfone, Inc. (the “Company”), upon the request and instructions of the Tel Aviv Stock Exchange (the “TASE”) to the Company, the Company’s first payment in respect of the principal and interest which was due on December 1, 2009 to the holders of its Series A Bonds, in the amount of NIS 10,000,000 ($2,649,006.6), will be paid in two installments. | xfone8k.htm |
| 2009-11-30 | 8-K | 2009-11-30 | 8.01 Other Events | 8.01 On November 30, 2009, Xfone, Inc. (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities Exchange Commission reporting that on December 1, 2009, it shall pay the holders of its Series A Bonds a total amount of NIS 10,000,000 in connection with the next payment of principal and interest due on the Bonds (the “Payment”). | xfone8k.htm |
| 2009-11-30 | 8-K | 2009-11-29 | 8.01 Other Events | 8.01 On December 13, 2007, Xfone, Inc. (the “Company”) issued Series A Bonds in an amount of NIS 100,382,100 (the “Bonds”). | xfone8k.htm |
| 2009-11-23 | 8-K | 2009-11-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 20, 2009, an agreement (the “Agreement”) was entered between Xfone, Inc. (the “Registrant”, “Company”) and Mr. David Sela and Blokshtil Ltd. (jointly and/or severally, “Blokshtil”) for the sale of the Company's holdings (69%) in its majority-owned Israel-based subsidiary, Xfone 018 Ltd. (the “Holdings”). | xfone8k.htm |
| 2009-11-09 | 8-K | 2009-11-09 | 8.01 Other Events | 8.01 As previously disclosed on a Current Report on Form 8-K of Xfone, Inc. (the “Registrant’) dated October 26, 2009, Midroog Limited, an Israeli rating company which is a subsidiary of Moody’s Investor Services (“Midroog”), issued a monitoring report relating to a bond offering in Israel in connection with the Registrant’s financing of its acquisition of NTS Communications, Inc. On November 9, 2009, the Registrant received Midroog's approval for the filing of an English version of the report. | xfone8k.htm |
| 2009-10-28 | 8-K | 2009-10-28 | 8.01 Other Events | 8.01 On October 26, 2009, there was a development in the legal proceeding involving Xfone 018 Ltd. ("Xfone 018"), a 69% owned Israel based subsidiary of Xfone, Inc. (the “Company”) and Omer Fleisig. | xfone8k.htm |
| 2009-10-26 | 8-K | 2009-10-26 | 8.01 Other Events | 8.01 As previously disclosed on a Current Report on Form 8-K dated February 19, 2009, Midroog’s annual monitoring report filed with the Tel-Aviv Stock Exchange on February 19, 2009 reaffirmed the A3 rating of the bonds initially assigned on December 2, 2007, however, Midroog’s rating committee decided on a negative outlook on the rating of the bonds. | xfone8k.htm |
| 2009-07-02 | 8-K | 2009-07-02 | 8.01 Other Events | 8.01 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”). | xfone8k.htm |
| 2009-07-01 | 8-K | 2009-07-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 1, 2009, NTS Communications, Inc. (“NTS”), a wholly owned subsidiary of Xfone, Inc. (the “Company”), entered into an employment agreement (the “Employment Agreement”) with Niv Krikov, the Company’s Treasurer, Chief Financial Officer and Principal Accounting Officer, pursuant to which Mr. Krikov will serve as Executive Vice President of NTS. | xfone8k.htm |
| 2009-06-30 | 8-K | 2009-06-30 | 8.01 Other Events | 8.01 On June 30, 2009, Roni Haliva, General Manager of Xfone 018 Ltd. (“Xfone 018”), the Israel-based majority owned subsidiary of Xfone, Inc. (the “Company”), resigned from his position with Xfone 018. | xfone8k.htm |
| 2009-06-29 | 8-K | 2009-06-28 | 8.01 Other Events | 8.01 On June 28, 2009, the Board of Directors of Xfone, Inc. (the “Company”) approved amendments to the charter of the Audit Committee of the Board (the “Committee”) to replace references to the “American Stock Exchange” with “NYSE Amex LLC,” the name by which the stock exchange is currently known, to revise applicable provisions relating to meetings and acts of the Committee to be consistent with the Company’s Bylaws (which were amended on January 15, 2009), to update the charter to comply with rules and regulations applicable to the Company that have changed since the charter was last reviewed, and to make certain technical, clarifying and non-substantive changes. | xfone8k.htm |
| 2009-06-04 | 8-K | 2009-06-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 4, 2009, Morris Mansour resigned from his position on the Board of Directors of Xfone, Inc. (the “Company”), effective as of June 5, 2009. | xfone8k.htm |
| 2009-06-03 | 8-K/A | 2009-05-19 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 19, 2009, Xfone, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) reporting the dismissal of Stark Winter Schenkein & Co., LLP (“SWS”) as the Company’s Independent Certified Public Accountants and the engagement of Virchow, Krause & Company, LLP and Baker Tilly (Horowitz Idan Goldstein Sabo Tevet) (formerly, Goldstein Sabo Tevet), independent members of Baker Tilly International, as the Company’s new independent accountants. | xfone8ka.htm |
| 2009-05-27 | 8-K | 2009-05-27 | 8.01 Other Events | 8.01 On May 27, 2009, Guy Nissenson, President and Chief Executive Officer of Xfone, Inc. (the "Registrant"), issued a letter to the Registrant’s shareholders in press release form discussing progress during the first quarter of 2009 and outlining its strategy for the future. | xfone8k.htm |
| 2009-05-19 | 8-K | 2009-05-19 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 19, 2009, Xfone, Inc. (the “Company”) dismissed Stark Winter Schenkein & Co., LLP (“SWS”) as the Company’s Independent Certified Public Accountants. | xfone8k.htm |
| 2009-04-01 | 8-K | 2009-04-01 | 2.02 Results of Operations and Financial Condition | 2.02 On April 1, 2009, Xfone, Inc. (the "Company") issued a press release regarding the Company’s financial results for the three months and year ended December 31, 2008. | xfone8k.htm |
| 2009-03-17 | 8-K | 2009-03-17 | 8.01 Other Events | 8.01 As previously disclosed on a Current Report on Form 8-K dated February 19, 2009, Midroog Limited, an Israeli rating company which is a subsidiary of Moody’s Investor Services (“Midroog”), filed its annual monitoring report (the “Monitoring Report”) with the Tel-Aviv Stock Exchange relating to the bonds of Xfone, Inc. (the “Registrant”) offered in Israel in connection with the Registrant’s financing of its acquisition of NTS Communications, Inc. On March 17, 2009, the Registrant received Midroog's approval for the filing of an English version of the full Monitoring Report issued by Midroog. | xfone8k.htm |
| 2009-02-19 | 8-K | 2009-02-19 | 8.01 Other Events | 8.01 As previously disclosed on a Current Report on Form 8-K dated December 3, 2007, Xfone, Inc. (the “Registrant”) had received a rating letter from Midroog Limited, an Israeli rating company affiliated with Moody’s Investor Services (“Midroog”), notifying the Registrant that it had assigned a rating of A3 to a bond offering in Israel in connection with the Registrant’s financing of its acquisition of NTS Communications, Inc. On a Current Report on Form 8-K dated January 28, 2008, upon receiving Midroog's approval, the Registrant filed an English version of the analytical report issued by Midroog in connection with the foregoing rating. | xfone8k.htm |
| 2009-01-16 | 8-K | 2009-01-15 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On January 15, 2009, the Company’s Board of Directors, pursuant to the recommendation of the Company's Nominating Committee of same date, appointed Arie Rosenfeld as a director, effective as of January 16, 2009, to serve until standing for election at the next succeeding annual meeting of the Company’s shareholders and/or until his successor is duly elected and qualified or until his earlier resignation, removal or death. 5.03 On January 15, 2009, the Board of Directors of the Company (the “Board”) approved and adopted the Reamended and Restated Bylaws of the Company, which are attached hereto as Exhibit 3.11 to this Current Report on Form 8-K (the “January 15, 2009 Amended Bylaws”). 8.01 On January 15, 2009, the Board of Directors of the Company approved amendments to the charter of the Nominating Committee of the Board (the “Committee”) to replace references to the “American Stock Exchange” with “NYSE Alternext US LLC,” the name by which the stock exchange is currently known, to revise applicable provisions regarding shareholder recommendations and nominations of director candidates to be consistent with the January 15, 2009 Amended Bylaws (as described above) and with the Company’s Policy Regarding Shareholder Recommendations and Nominations for Director Candidates, which was adopted by the Board on the same date, and to make certain technical, clarifying and non-substantive changes. | xfone8k.htm |