UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Xfone, Inc.
| (Name of Issuer) |
Common Stock
| (Title of Class of Securities) |
98414Y109
| (CUSIP Number) |
December 31, 2008
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which the Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98414Y109 | 13G/A | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MCG Capital Corporation 54-1889518 |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. SOLE VOTING POWER
979,888 (including 142,332 shares issuable upon the exercise of warrants, exercisable within 60 days from the date of this filing) | |
| 6. SHARED VOTING POWER
0 | ||
| 7. SOLE DISPOSITIVE POWER
979,888 (including 142,332 shares issuable upon the exercise of warrants, exercisable within 60 days from the date of this filing) | ||
| 8. SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,888 (including 142,332 shares issuable upon the exercise of warrants, exercisable within 60 days from the date of this filing) |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.29%(1) |
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| 12. | TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | The 979,888 shares of the Common Stock (including warrants to purchase 142,332 shares of Common Stock) owned by the Reporting Person constitute 5.29% of the outstanding Common Stock of the Issuer, based on the number of outstanding shares of Issuer Common Stock set forth on the cover of Issuer’s most recent Form 10-Q. |
| CUSIP No. 98414Y109 | 13G/A | Page 3 of 5 Pages |
| Item 1 | (a). |
Name of Issuer: | ||||||||||
| Xfone, Inc. | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 5307 W. Loop 289 Lubbock, Texas 79414 |
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| Item 2 | (a). |
Name of Person Filing: | ||||||||||
| MCG Capital Corporation | ||||||||||||
| Item 2 | (b). |
Address of Principal Business Office: | ||||||||||
| 1100 Wilson Avenue, Suite 3000 Arlington, VA 22209 |
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| Item 2 | (c). |
Citizenship: | ||||||||||
| Delaware | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities: | ||||||||||
| Common Stock, par value $0.001 per share | ||||||||||||
| Item 2 | (e). |
CUSIP Number: | ||||||||||
| 98414Y109 | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); | ||||||||||
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a–3); | ||||||||||
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | ||||||||||
| (k) | ¨ | Group, in accordance with Section § 240.13d-1(b)(1)(ii)(K). | ||||||||||
| CUSIP No. 98414Y109 | 13G/A | Page 4 of 5 Pages |
| Item 4. | Ownership. | |||||||||
| With respect to the beneficial ownership of shares of common stock of Xfone, Inc. by MCG Capital Corporation, see Items 5 through 8 of the cover pages to this Schedule 13G/A, which are incorporated herein by reference. These shares and warrants were issued in conjunction with the merger of I-55 Internet Services, Inc., a portfolio company of MCG Capital Corporation, with and into Xfone, Inc. in March 2006. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. | ||||||||||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. | |||||||||
| Not applicable. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||
| Not Applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||
| Not Applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||
| Not Applicable. | ||||||||||
| Item 10. | Certification. | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| CUSIP No. 98414Y109 | 13G/A | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 17, 2009
| MCG CAPITAL CORPORATION | ||
| By: | /s/ Samuel G. Rubenstein | |
| Samuel G. Rubenstein | ||
| Executive Vice President | ||