-----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, V0NkvxlB/STOhP7WEyUmGwk2Lych6MvPIMxwjiHWhcegR/CjQ/yv41I1Pxw2vUpI 9kbITlZ6v5GHTF62jK1Xpw== 0001019687-07-000358.txt : 20070212 0001019687-07-000358.hdr.sgml : 20070212 20070212094017 ACCESSION NUMBER: 0001019687-07-000358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070206 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070212 DATE AS OF CHANGE: 20070212 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 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-41703 FILM NUMBER: 07600543 BUSINESS ADDRESS: STREET 1: 710 CENTURY PARKWAY CITY: ALLEN STATE: TX ZIP: 75013 BUSINESS PHONE: 972-747-0051 MAIL ADDRESS: STREET 1: 710 CENTURY PARKWAY CITY: ALLEN STATE: TX ZIP: 75013 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-021007.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2007 ----------------------------- THE X-CHANGE CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) NEVADA 002-41703 90-0156146 - -------------------------------------------------------------------------------- (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 710 CENTURY PARKWAY, ALLEN, TX 75013 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 747-0051 --------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 (SEE General Instruction A.2. below): |_| 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective February 6, 2007, Mr. Robert Barbee has resigned as a Director of the X-Change Corporation (the "Company"). Mr. Barbee's resignation as a director was not related to any disagreement with the Company regarding any matter related to the Company's operations, policies or practices. The Board of Directors of the Company has appointed H. David Friedman to fill the vacancy created by the resignation of Mr. Barbee. A copy of the press release is filed herewith as Exhibit 99.1. ITEM 7.01. REGULATION FD DISCLOSURE. A copy of the press release announcing the resignation of Mr. Barbee and appointment of Mr. Friedman as a Director of the Company is attached as Exhibit 99.1 and is hereby incorporated by reference to this Item 7.01. The information in the press release is being furnished pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in the press release shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) EXHIBIT Exhibit No. Description ----------- ----------- 99.1 Press Release, dated February 12, 2007, announcing the resignation of Robert Barbee and appointment of H. David Friedman as a Director of the Company. SIGNATURES Pursuant to the requirements 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. THE X-CHANGE CORPORATION Date: February 12, 2007 By: /s/ Scott R. Thompson ------------------------ --------------------------------- Name: Scott R. Thompson Title: Chief Financial Officer EX-99.1 2 xchange_8k-ex9901.txt EXHIBIT 99.1 Press Release Source: The X-Change Corp. Monday, February 12, 2007 X-CHANGE CORPORATION NAMES NEW BOARD MEMBER DALLAS, FEBRUARY 12, 2007 -- X-CHANGE CORPORATION (OTCBB: XCHC) has accepted the resignation of Robert Barbee as Director and appointed H. David Friedman as Director until the Company's next annual meeting. "We appreciate Robert Barbee's service to the Company and wish him well in his new venture. Robert resigned in order to be able to devote more time to his personal business interests and we are appreciative of his time, contributions towards our success, and efforts during the last three years," stated Michael Sheriff, Chairman and CEO of the X-Change Corporation. "David Friedman, an outside Director, brings new perspective and insight to the Company as we position the Company for anticipated growth and expansion." As a versatile, seasoned executive and private investor, David Friedman has led companies as a Founder, Chairman, Chief Executive Officer, President, and Principal. His thirty years of experience includes P&L responsibility, deal structuring, manufacturing, corporate start-ups, turn-arounds and capital raises for companies, both private and public. He has been involved in all stages of growth, as well as the development and execution of short and long-term strategies. Additionally, he was a key driver in a NASDAQ IPO for a company he co-founded. Since 1981, Mr. Friedman founded or co-founded and held Board seats for nine companies, four of which were publicly traded and whose revenues ranged from less than $5 million to over $120 million. Early in his career, he held senior level management positions in Fortune 200 companies such as Motorola Communications, W.R. Grace, Litton Industries (telecom division) and U. S. Telephone Inc. (now Sprint). For the past three years, Mr. Friedman was a Partner and Principal in C5 Partners, a strategic consulting firm located in Dallas, Texas specializing in developing strategies, management and resources for companies with "high-growth" potential. Mr. Friedman received his formal education from the University Of Texas School Of Business in Austin and Arlington, where he majored in business and economics. He was a mentor to Akin, Gump, Strauss, and Feld Technology Ventures, is an active member of CEO Netweavers and TexChange, and a past board member of The CEO Institute of Dallas. 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, including our need to raise capital, our dependence on strategic relationships with key suppliers and customers, our business model's dependence on widespread acceptance of RFID technology, our ability to develop recurring revenue streams, the competitiveness of the market in which we compete and our ability to develop new products. These forward looking statements include statements regarding the intent, belief or current expectations of the X-Change Corporation, AirGATE Technologies and their respective managements regarding strategic directions, prospects, future events and future results. 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. 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-----