SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): JULY 27, 2005
THE X-CHANGE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 002-41703 90-0156146
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
100 Allentown Parkway, Suite 110, Allen, Texas 75002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 747-1206
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.
The information set forth in Item 2.01 below is hereby incorporated by
reference into this Item 1.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On July 20, 2005, The X-Change Corporation (the "Company") acquired all
of the outstanding shares (the "Acquisition") of AirGate Technologies, Inc.
("AirGate"), pursuant to a Stock Purchase Agreement (the "Stock Purchase
Agreement") between Michael L. Sheriff and the Company as announced in the
attached press release dated July 28, 2005. A copy of the Stock Purchase
Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. AirGATE
provides leading-edge wireless technologies. In December 2004, AirGATE
Technologies, Inc. received a purchase order from a Fortune 1000 technology
company with interests in the oil and gas industry for a development project
utilizing radio frequency technology. Phase I is complete and the customer and
AirGATE are evaluating the results, and expect to launch Phase II in the near
future. AirGATE and its customer have filed two patent applications based on the
system and its technology.
As consideration for the Acquisition, the Company issued 10,000,000
shares of its common stock, par value $.001 per share, to Michael L. Sheriff.
Following the Acquisition, the Company will have 24,922,000 shares of its common
stock issued and outstanding.
The information set forth above does not purport to be complete and is
qualified in its entirety by reference to the full text of the Stock Purchase
Agreement, a copy of which is filed herewith as Exhibit 2.1, and is incorporated
herein by reference. A copy of the press release is attached to this Current
Report as Exhibit 99.1 and is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Upon the closing of the transactions contemplated by the Stock Purchase
Agreement, Charles Stidham resigned each of his positions as Chief Executive
Officer and director of the Company and Dean Elliot resigned his position as
President of the Company. A copy of Mr. Stidham's resignation letter is attached
to this Current Report as Exhibit 99.2 and is hereby incorporated by reference
to this Item 5.02. Immediately thereafter the Acquisition, Michael L. Sheriff
was appointed as Chairman and Chief Executive Officer of the Company.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of the press release announcing the Acquisition is attached as
Exhibit 99.1 and is hereby incorporated by reference to this Item 7.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
No financial statements are being filed with this report. Financial
statements required to be filed as exhibits to this report will be
filed by amendment not later than seventy-one (71) days after the date
that the initial report on Form 8-K must be filed.
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(b) Pro Forma Financial Information
No pro forma financial information is being filed with this report. The
pro forma financial information required to be filed as an exhibit to
this report will be filed by amendment not later than seventy-one (71)
days after the date that the initial report on Form 8-K must be filed.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Stock Purchase Agreement, dated as of July 20, 2005, between
the Company and Michael L. Sheriff.
99.1 Press Release issued by the Company on July 28, 2005
furnished pursuant to Item 7.01 of this Form 8-K.
99.2 Letter of Resignation from Charles Stidham to the Company
dated as of July 20, 2005.
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- --------------------------------------------------------------------------------
SIGNATURE
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 thereunto duly authorized.
THE X-CHANGE CORPORATION
By: /s/ Michael L. Sheriff
---------------------------------
Michael L. Sheriff
President and Chief Executive Officer
Date: July 27, 2005
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Stock Purchase Agreement, dated as of July 20, 2005, between
the Company and Michael L. Sheriff.
99.1 Press Release issued by the Company on July 28, 2005
furnished pursuant to Item 7.01 of this Form 8-K.
99.2 Letter of Resignation from Charles Stidham to the Company
dated as of July 20, 2005.
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