-----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, LuYeT9XTCl0H7YTQ/ow7RTI/ynCY6pWeu9EKG29ott8R3cQDbvq7hEe1S1Q9Rv96 w7Mdk8Q4eK5JtKsfYoDBfQ== 0001019687-06-002568.txt : 20061031 0001019687-06-002568.hdr.sgml : 20061031 20061031165040 ACCESSION NUMBER: 0001019687-06-002568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061031 DATE AS OF CHANGE: 20061031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: X-CHANGE CORP CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 900156146 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-41703 FILM NUMBER: 061176261 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-103106.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): OCTOBER 31, 2006 (OCTOBER 26, 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. On October 26, 2006, AirGATE Technologies, Inc. ("AirGATE"), a wholly owned subsidiary of The X-Change Corporation, entered into a Development Agreement with Graco Children's Products, Inc. ("Graco"), a unit of Newell Rubbermaid Inc. (the "Agreement"). Under terms of the Agreement, AirGATE will receive a total of $225,000 (the "Consideration") for development of certain technology (the "Project"). $67,500 of the Consideration is due to AirGATE upon the execution and delivery of the Agreement. The remaining $157,500 of the Consideration shall be earned by and paid to AirGATE upon meeting certain milestones set forth in the Agreement. In addition, if the Project is successfully commercialized, the Agreement provides that AirGATE will be paid a per unit royalty by Graco. AirGATE will begin receiving the royalty, if any, at the start of production and shall continue to receive any such royalty for a period of 7 years thereafter. 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 October 25, 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 October 25, 2006 (attached hereto and furnished but not filed). 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: October 31, 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 October 25, 2006 (attached hereto and furnished but not filed). EX-99.1 2 xchange_8kex99-1.txt EXHIBIT 99.1 CONTACT: MICHAEL L. SHERIFF X-CHANGE CORPORATION (972) 747-0051 RICK EISENBERG EISENBERG COMMUNICATIONS (212) 496-6828 X-CHANGE CORPORATION ENTERS INTO AGREEMENT WITH GRACO CHILDREN'S PRODUCTS, INC. DALLAS, OCTOBER 25, 2006-- X-CHANGE CORPORATION (OTCBB: XCHC) today said its wholly owned subsidiary, AirGATE Technologies, Inc., has entered into a development agreement with Graco Children's Products, Inc., a Newell Rubbermaid company. Terms of the agreement were not disclosed. "We are pleased to be working with this recognized company," stated Michael Sheriff, president & CEO of the X-Change Corporation. "Graco is one of the world's best known and most trusted juvenile products companies." ABOUT THE X-CHANGE CORPORATION The X-Change Corporation intends to acquire interests in emerging technology opportunities, such as RFID, that the Company believes will generate significant revenues and return a profit to shareholders. AirGATE Technologies is a wholly owned subsidiary of the X-Change Corporation. AirGATE applies its skill and expertise to unique, vertical market applications utilizing RFID and wireless, intelligent, sensor technology. 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. ALL TRADEMARKS USED, REFERENCED, OR IMPLICITLY CONTAINED HEREIN ARE USED IN GOOD FAITH AND HIGHLIGHTED TO GIVE PROPER PUBLIC RECOGNITION TO THEIR RESPECTIVE OWNERS. 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-----