NTS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2010-12-27: Form 8-K; Period of report 2010-12-27; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2010-11-18: Form 8-K; Period of report 2010-11-18; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2010-11-16: Form 8-K; Period of report 2010-11-16; Description 2.01 Completion of Acquisition or Disposition of Assets.
- 2010-10-21: Form 8-K; Period of report 2010-10-21; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2010-12-27 | 8-K | 2010-12-27 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 An annual meeting of Xfone, Inc.'s (the “Company”) shareholders (the “Meeting”) was held on December 27, 2010, at the offices of Gersten Savage LLP in New York, New York. 8.01 As previously disclosed, the Company is a party to a certain Financial Services and Business Development Consulting Agreement, which it entered into on November 18, 2004 with an effective date of January 1, 2005, and amended on February 8, 2007 and January 15, 2009 (as so amended, the “Consulting Agreement”), with Dionysos Investments (1999) Ltd. (“Dionysos”). | xfone8k.htm |
| 2010-11-18 | 8-K | 2010-11-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 18, 2010, the Board of Directors (the “Board”) of Xfone, Inc. (the “Company”) approved and adopted the Reamended and Restated Bylaws of the Company, which are attached hereto as Exhibit 3.12 (the “November 2010 Amended Bylaws”). | xfone8k.htm |
| 2010-11-16 | 8-K | 2010-11-16 | 2.01 Completion of Acquisition or Disposition of Assets | xfone8k.htm | |
| 2010-10-21 | 8-K | 2010-10-21 | 8.01 Other Events | 8.01 On October 21, 2010, Guy Nissenson, President and Chief Executive Officer of Xfone, Inc. (the "Registrant"), will issue a letter to the Registrant’s shareholders in press release form discussing the Registrant’s strategy for the future. | xfone8k.htm |
| 2010-09-20 | 8-K | 2010-09-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 20, 2010, pursuant to the approval of Xfone, Inc.’s (“Xfone”) Board of Directors (the “Board”), following the recommendation of Xfone’s Compensation Committee and Audit Committee, Xfone entered into a Severance Agreement (the “Agreement”) with Guy Nissenson, its President, CEO, director and major shareholder. 8.01 On September 19, 2010, Xfone made certain changes to the composition of its Board and certain of the Board’s committees. | xfone8k.htm |
| 2010-09-13 | 8-K | 2010-09-13 | 7.01 Regulation FD Disclosure | 7.01 On September 13, 2010, Xfone, Inc. (“Xfone”) was notified that the application of its wholly owned subsidiary, PRIDE Network, Inc. (“PRIDE Network”), for Rural Utility Service (“RUS”) funding from the U.S. Department of Agriculture under the Broadband Initiative Program for the Fiber-To-The-Premises (FTTP) network to bring broadband services to St. Helena, Washington, and Tangipahoa Parishes in Southern Louisiana has been approved. | xfone8k.htm |
| 2010-08-31 | 8-K | 2010-08-31 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On August 31, 2010 (the “Closing Date”), Xfone, Inc. (“Xfone”) completed its disposition (the “Transaction”) of its 69% interest in Xfone 018 Ltd. (“Xfone 018”) pursuant to a certain agreement, dated May 14, 2010 (including any amendment and supplement thereto, the “Agreement”), by and between Xfone, Newcall Ltd. (the 26% minority owner of Xfone 018) (“Newcall”), Margo Pharma Ltd. (the 5% minority owner of Xfone 018), and Marathon Telecom Ltd., the buyer of Xfone 018 (“Marathon Telecom”). | xfone8k.htm |
| 2010-08-17 | 8-K | 2010-08-17 | 2.02 Results of Operations and Financial Condition | 2.02 On August 17, 2010, Xfone issued a press release announcing its financial highlights for its second fiscal quarter of 2010 ended June 30, 2010. | xfone8k.htm |
| 2010-07-29 | 8-K | 2010-07-29 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 On July 29, 2010 (the “Closing Date”), Xfone, Inc. (“Xfone”) completed its disposition of Swiftnet Limited (“Swiftnet”), Auracall Limited (“Auracall”), Equitalk.co.uk Limited (“Equitalk”), Story Telecom, Inc. (“Story Telecom”) and Story Telecom Limited (“Story Limited,” and together with Swiftnet, Auracall, Equitalk, Story Telecom, the “UK Subsidiaries”) pursuant to a certain Agreement, dated January 29, 2010 (the “Purchase and Sale Agreement”), by and between Xfone, Abraham Keinan, a significant shareholder and Chairman of the Board of Xfone (“Keinan”), and AMIT K Limited, a company registered in England & Wales which is wholly owned and controlled by Keinan (the “Buyer”). 5.02 In connection with the consummation of the Purchase and Sale Agreement, Mr. Aviu Ben-Horrin and Mr. Eyal J. Harish resigned from their positions on the Board of Directors of Xfone, effective as of July 29, 2010. 8.01 As previously disclosed by Xfone in the January 29 Current Report, on January 29, 2010, Keinan, Nissenson, and Campbeltown Business Ltd, an entity owned and controlled by Nissenson and his family (“Campbeltown”) entered into an agreement (the “Keinan/Nissenson/Campbeltown Agreement”). | xfone8k.htm |
| 2010-07-14 | 8-K | 2010-07-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 A special meeting of Xfone, Inc.’s (the “Company”) shareholders was held on July 14, 2010, at the offices of Gersten Savage LLP in New York, New York. | xfone8k.htm |
| 2010-07-08 | 8-K | 2010-07-08 | 8.01 Other Events | 8.01 As previously disclosed on a Current Report on Form 8-K of Xfone, Inc. (the “Company”) dated July 1, 2010, Midroog Limited, an Israeli rating company which is a subsidiary of Moody’s Investor Services (“Midroog”), issued a rating action report relating to the Company’s bond offering in Israel undertaken in connection with the financing of the Company’s acquisition of NTS Communications, Inc. On July 8, 2010, the Company received Midroog's approval for the filing of an English version of the report. | xfone8k.htm |
| 2010-07-01 | 8-K | 2010-07-01 | 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 which is a subsidiary of Moody’s Investor Services (“Midroog”), assigning a rating of A3 to a bond offering in Israel in connection with the Registrant’s financing of its acquisition of NTS Communications, Inc (the “Bonds”). | xfone8k.htm |
| 2010-06-30 | 8-K | 2010-06-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 The following changes were made to the employment and consulting agreements of Guy Nissenson, the President, CEO, director and major shareholder of Xfone, Inc. (the “Company”). 8.01 In addition, on June 30, 2010, Mr. Nissenson agreed to cancel 1,500,000 options which were granted to him by the Company’s Board of Directors on November 24, 2004, pursuant to the Company’s 2004 Stock Option Plan. | xfone8k.htm |
| 2010-06-01 | 8-K/A | 2010-05-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously disclosed on a Current Report on Form 8-K dated May 14, 2010 (the “Initial 8-K”), on May 14, 2010 Xfone, Inc. (the “Company’) entered into a contract (the “Contract”) with Newcall Ltd., the Company’s 26% minority interest partner (the “Minority Partner”) in the Company’s Israeli-based subsidiary, Xfone 018 Ltd. (“Xfone 018”), and Marathon Telecom Ltd. (“Marathon Telecom”), for the sale by the Company of its 69% interest in Xfone 018, and the sale by the Minority Partner of its 26% interest in Xfone 018 (collectively, the “Holdings”) to Marathon Telecom (the “Transaction”). | xfone8ka.htm |
| 2010-05-14 | 8-K | 2010-05-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 14, 2010, an agreement (the “Agreement”) was entered into between Xfone, Inc. (the “Registrant” or the “Company”), Newcall Ltd., the Company’s 26% minority interest partner (the “Minority Partner”) in the Company’s Israeli-based subsidiary, Xfone 018 Ltd. (“Xfone 018”), and Marathon Telecom Ltd. (“Marathon Telecom”), for the sale by the Company of its 69% interest in Xfone 018, and the sale by the Minority Partner of its 26% interest in Xfone 018 (collectively, the “Holdings”) to Marathon Telecom (the “Transaction”). | xfone8k.htm |
| 2010-03-29 | 8-K | 2010-03-29 | 2.02 Results of Operations and Financial Condition | 2.02 On March 29, 2010, Xfone, Inc. (the “Registrant”) issued a press release announcing certain recent developments and its financial highlights for the year ended December 31, 2009. | xfone8k.htm |
| 2010-03-29 | 8-K | 2010-03-28 | 8.01 Other Events | 8.01 On March 28, 2010, the Registrant’s wholly owned subsidiary, PRIDE Network, Inc., submitted three additional applications to the United States Department of Agriculture Rural Utility Service (“RUS”) for funding of approximately $139 million under the Broadband Initiative Program (the “Requested Funding”). | xfone8k.htm |
| 2010-03-23 | 8-K | 2010-03-23 | 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; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 (1) Senior Promissory Note A senior promissory note in the aggregate principal amount of $3,500,000, maturing on March 22, 2012 (the “Note”). 2.03 On March 23, 2010, Xfone issued and delivered the Note to Burlingame. 3.02 On March 23, 2010, Xfone issued and delivered the Note to Burlingame. 8.01 Guy Nissenson, President and Chief Executive Officer of Xfone, intends to issue tomorrow a letter to Xfone’s shareholders, customers and friends in press release form providing updates on recent events and announcements, including the stimulus funding, the Burlingame Transaction, the Gagnon Transaction, an update on the FTTP network build out project in Levelland, Xfone’s planned international divestitures and write off of goodwill. | xfone8k.htm |
| 2010-03-04 | 8-K | 2010-03-02 | 7.01 Regulation FD Disclosure | 7.01 On March 4, 2010, Xfone, Inc. (‘Xfone”) was notified that the applications of its wholly owned subsidiary, PRIDE Network, Inc. (“PRIDE Network”), for Rural Utility Service (“RUS”) funding from the U.S. Department of Agriculture under the Broadband Initiative Program for the Fiber To The Premise (FTTP) build out of PRIDE Network’s projects in Texas, have been approved. | xfone8k.htm |
| 2010-02-16 | 8-K | 2010-02-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 In addition to the options described under Item 5.02 of this Current Report on Form 8-K, Xfone granted an aggregate of 1,372,500 options to purchase shares of Xfone’s common stock to other employees of Xfone and its subsidiaries. | xfone8k.htm |
| 2010-01-29 | 8-K | 2010-01-29 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On January 29, 2010, Xfone, Inc. (“Xfone”) entered into an agreement (the “Agreement”) with Abraham Keinan, a significant shareholder and Chairman of the Board of Xfone (“Keinan”), and AMIT K LTD, a company registered in England & Wales which is wholly owned and controlled by Keinan (“Buyer”), pursuant to which Keinan, through Buyer, agreed to purchase from Xfone, and Xfone agreed to sell, 100% of the entire issued share capital of Swiftnet Limited (“Swiftnet”), Auracall Limited, Equitalk.co.uk Limited, Story Telecom, Inc. and Story Telecom Limited (the “UK Subsidiaries”), which Xfone owns (the “Transaction”). 8.01 On January 29, 2010, Keinan, Nissenson, and Campbeltown Business Ltd, an entity owned and controlled by Nissenson and his family (“Campbeltown”) entered into an agreement (the “Keinan/Nissenson/Campbeltown Agreement”). | xfone8k.htm |