-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J85qMKXURMuXr58AOUGfu7LUkMC8ZjQgCvPn68+qLq1S9L2EgMQ2p62YF36vXTqI glopOkp3zOdE6S6oYcKSTw== 0001019687-06-002193.txt : 20060919 0001019687-06-002193.hdr.sgml : 20060919 20060919123700 ACCESSION NUMBER: 0001019687-06-002193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060915 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: X-CHANGE CORP CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 900156146 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-41703 FILM NUMBER: 061097459 BUSINESS ADDRESS: STREET 1: 36 W. 44TH STREET, SUITE 1209 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-728-7023 MAIL ADDRESS: STREET 1: 36 W. 44TH STREET, SUITE 1209 STREET 2: , CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSIFIED TECHNOLOGIES GROUP INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: CASSCO CAPITAL CORP DATE OF NAME CHANGE: 19940804 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL K C JAKES BBQ & GRILL INC DATE OF NAME CHANGE: 19940627 8-K 1 xchange_8k-091906.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 15, 2006 THE X-CHANGE CORPORATION (Exact name of registrant as specified in its charter) NEVADA ---------------------------------------------- (State or other jurisdiction of incorporation) 002-41703 90-0156146 - ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 710 CENTURY PARKWAY, ALLEN, TX 75013 ---------------------------------------- (Address of principal executive offices) 972.747.0051 ---------------------------------------------------- (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Based on satisfactory field tests, effective September 15, 2006, AirGATE Technologies, Inc. ("AirGATE"), a wholly-owned subsidiary of The X-Change Corporation ("X-Change"), entered into an agreement (the "Agreement") with Hexion Specialty Chemicals, Inc. ("Hexion") to launch Phase III of a project (the "Project") related to the research and development by AirGATE of an oil and gas exploration product (the "Product"). The potential cost of the Project (including labor to be provided by AirGATE) is (a) expected to be $2,086,360 and (b) generally intended to be borne by AirGATE and Hexion. Non-labor related costs are expected to be $972,610. Hexion is expected to pay its share of the development cost (i.e., an aggregate of $556,875) to AirGATE as follows: $75,000 at the commencement of Phase III, $60,000 on or before the third of each calendar month commencing in October 2006 and ending in February 2007. AirGATE is expected to pay its share of the development cost (i.e., an aggregate of $556,750) in labor over the term of the Project. If the Project is successfully commercialized, the Agreement provides that AirGATE will be paid a royalty by Hexion in an amount equal to 7.5% of Hexion's Revenue derived from the Work Product during the term beginning on date of First Commercialization of the Product and ending on the 7 year anniversary of such date. The foregoing is a summary description of certain terms of the Agreement. The Agreement (as redacted if necessary and to the extent allowed under applicable law as X-Change intends to seek confidential treatment of the material confidential terms of the Agreement) will be filed as an exhibit to a future X-Change periodic report as required by the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. The foregoing summary is qualified in its entirety by the text of the Agreement. ITEM 7.01 REGULATION FD DISCLOSURE On September 19, 2006, the Company issued a press release to announce the transactions described in Item 1.01 of this report, a copy of which is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information contained in Item 7.01 of this report and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description - ------ ----------- 99.1 Press Release dated September 19, 2006. SIGNATURES Pursuant to the requirement 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. Date: September 19, 2006 THE X-CHANGE CORPORATION By: /s/ Michael L. Sheriff --------------------------------- Michael L. Sheriff Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 99.1 Press Release dated September 19, 2006. EX-99.1 2 xchange_8k-ex9901.txt EXHIBIT 99.1 CONTACT: MICHAEL P. MCINERNEY CORPORATE DEVELOPMENT X-CHANGE CORPORATION (972) 747-0051 RICK EISENBERG EISENBERG COMMUNICATIONS (212) 496-6828 X-CHANGE CORPORATION TO FILE 8K DALLAS, SEPTEMBER 19, 2006-- X-CHANGE CORPORATION (OTCBB: XCHC) announced today that it is filing an 8K on AirGate Technologies' recently signed agreement with Hexion Specialty Chemicals, Inc. AirGATE technologies is a wholly owned subsidiary of the X-Change Corporation. The 8K will be filed this week, and will be available at www.sec.gov. The Phase 3 agreement will begin immediately. In Phase 2 of the project, AirGATE developed and tested proprietary technology that will be used in oil & gas well development. AirGATE is developing cutting edge technology to solve a critical problem in the oil and gas industry. AirGATE's efforts have focused on the design of a new technology that is not currently available. Further testing will lead to commercialization of the technology, and AirGATE will receive a 7.5% royalty on gross revenues from use of the technology. ABOUT HEXION SPECIALTY CHEMICALS, INC. Based in Columbus, Ohio, Hexion Specialty Chemicals combines the former Borden Chemical, Bakelite, Resolution Performance Products and Resolution Specialty Materials companies into the global leader in thermoset resins. With 86 manufacturing and distribution facilities in 18 countries, Hexion serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Specialty Chemicals is owned by an affiliate of Apollo Management, L.P. Additional information is available at www.hexionchem.com. ABOUT X-CHANGE CORPORATION X-Change Corporation, through its wholly owned subsidiary, AirGATE Technologies, Inc. is a leader in unique, vertical market applications utilizing RFID and wireless, intelligent, sensor technology. AirGATE Technologies, a full-solution company, handles business assessment, technology selection, including proprietary AirGATE technology, integration and support. The Company has, in an environment of technology cost compression, built a stable of technology partners that are best in class and span a wide range of solutions to support small, medium and large enterprises. Please visit www.AirGATEtech.com or www.x-changecorp.com for further information. FORWARD-LOOKING STATEMENTS Except for historical information contained herein, the statements made in this release constitute forward-looking statements (including within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934). Such forward-looking statements are based on current expectations that are subject to significant risks and uncertainties that are difficult to predict, including statements regarding the intent, belief or current expectations of the X-Change Corporation, AirGATE Technologies and their respective managements regarding strategic directions, prospects and future results. These forward-looking statements include, among other things, statements regarding future events and the future financial performance of the X-Change Corporation that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Readers are referred to the documents filed by the X-Change Corporation, which are on file with the U.S. Securities and Exchange Commission and may be accessed at http://www.sec.gov or the X-Change Corporation's investor relations web page at http://www.x-changecorp.com/index.html, and specifically the most recent reports on Form 10-K and 10-Q, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The X-Change Corporation disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this press release. -----END PRIVACY-ENHANCED MESSAGE-----