XFONE, INC. - FORM SC 13D/A RICHARD L. SCOTT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Xfone, Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
98414Y109
(CUSIP Number)
David W. Stempel, Esq.
Boult Cummings Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, Tennessee 37203
(615) 252-4632
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting persons 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.
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
98414Y109 |
SCHEDULE 13D |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
Richard L. Scott IRS Identification Nos. of above persons (entities only): |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP N/A
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS: |
|
|
|
PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
3,281,300 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
3,281,300 |
|
|
|
|
|
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
3,281,300 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
17.1% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON: |
|
|
|
IN |
2
This Amendment No. 2 amends the Schedule 13D filed by Richard L. Scott (the Reporting Person) on
February 27, 2008 (the Schedule 13D), as amended on July 28, 2008, with respect to shares of the
Common Stock, $.001 par value (the Common Stock) of Xfone, Inc., a Nevada corporation (the
Issuer). Capitalized terms used but not defined herein shall have the respective meaning
ascribed to them in the Schedule 13D.
The following Items are hereby amended and restated in their entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has used personal funds of approximately $4,960,000 to acquire 1,600,000
shares of Common Stock and a warrant to purchase 800,000 shares of Common stock at a price of $3.10
per share in private transactions (the Warrant). The Common Stock was purchased by a limited
liability company controlled by the Reporting Person.
The Reporting Person has used personal funds of approximately $2,551,815 to acquire 881,300 shares
of Common Stock in open market transactions. The Common Stock was purchased by a limited liability
company controlled by the Reporting Person.
Item 5. Interest in Securities of the Issuer
The 2,481,300 shares of the Common Stock (together with the Warrant to purchase an additional
800,000 shares of Common Stock) owned by the Reporting Person constitute 17.1% of the outstanding
Common Stock of the Issuer, based on the outstanding shares of Issuer Common Stock set forth on the
Issuers most recent Form 10Q.
The Reporting Person has sole voting and dispositive power with respect to the Common Stock.
The Reporting Person purchased the following shares of the Common Stock of the Issuer in open
market transactions during the past 60 days:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Date |
|
|
|
No. of Shares |
|
Price Per Share |
|
7/10/2008 |
|
|
|
|
|
3,872 |
|
|
$ |
2.9271 |
|
|
7/11/2008 |
|
|
|
|
|
5,000 |
|
|
$ |
2.9000 |
|
|
7/15/2008 |
|
|
|
|
|
9,690 |
|
|
$ |
2.8985 |
|
|
7/16/2008 |
|
|
|
|
|
10,900 |
|
|
$ |
2.8817 |
|
|
7/17/2008 |
|
|
|
|
|
2,400 |
|
|
$ |
2.8700 |
|
|
7/22/2008 |
|
|
|
|
|
11,600 |
|
|
$ |
2.9384 |
|
|
7/23/2008 |
|
|
|
|
|
6,583 |
|
|
$ |
2.9075 |
|
|
7/24/2008 |
|
|
|
|
|
6,410 |
|
|
$ |
2.9110 |
|
|
7/25/2008 |
|
|
|
|
|
9,752 |
|
|
$ |
2.9038 |
|
|
7/28/2008 |
|
|
|
|
|
4,852 |
|
|
$ |
2.8500 |
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Date |
|
|
|
No. of Shares |
|
Price Per Share |
|
8/18/2008 |
|
|
|
|
|
16,305 |
|
|
$ |
2.6752 |
|
|
8/19/2008 |
|
|
|
|
|
20,148 |
|
|
$ |
2.6893 |
|
|
8/20/2008 |
|
|
|
|
|
118,500 |
|
|
$ |
2.6968 |
|
|
8/21/2008 |
|
|
|
|
|
500 |
|
|
$ |
2.6500 |
|
|
8/22/2008 |
|
|
|
|
|
4,330 |
|
|
$ |
2.7299 |
|
|
8/25/2008 |
|
|
|
|
|
2,000 |
|
|
$ |
2.7000 |
|
|
8/26/2008 |
|
|
|
|
|
3,000 |
|
|
$ |
2.7000 |
|
|
8/27/2008 |
|
|
|
|
|
7,400 |
|
|
$ |
2.7000 |
|
|
8/28/2008 |
|
|
|
|
|
3,500 |
|
|
$ |
2.7000 |
|
|
9/2/2008 |
|
|
|
|
|
45,736 |
|
|
$ |
2.6984 |
|
|
9/3/2008 |
|
|
|
|
|
27,100 |
|
|
$ |
2.8000 |
|
|
9/4/2008 |
|
|
|
|
|
22,700 |
|
|
$ |
2.8000 |
|
|
9/5/2008 |
|
|
|
|
|
10,081 |
|
|
$ |
2.8000 |
|
The Common Stock was purchased by XFN RLSI Investments, LLC, a member managed limited liability
company of which Reporting Person is the controlling member.
4
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: September 8, 2008 |
/s/ Richard L. Scott
|
|
|
Richard L. Scott |
|
|
|
|
|
5