RATEXCHANGE CORP
8-K, 2000-08-22
BUSINESS SERVICES, NEC
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                       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): August 16, 2000


                             RATEXCHANGE CORPORATION
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


        DELAWARE                      001-15831               11-2936371
----------------------------        ------------            ---------------
State or Other Jurisdiction         (Commission              (IRS Employer
      of Incorporation)             File Number)           Identification No.)


          185 BERRY STREET, SUITE 3515, SAN FRANCISCO, CALIFORNIA 94107
       ------------------------------------------------------------------
           (Address of Principal Executive Offices)        (Zip Code)



   Registrant's telephone number, including area code (415) 371-9800

                              Not applicable

     (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

Item 5. Other Events


On August 16, 2000 RateXchange Corporation announced that it had signed a letter
of intent to form a strategic  alliance with Amerex  Bandwidth LTD. The alliance
will promote the use of RateXchange's  neutral  electronic  trading system (ETS)
and is expected to accelerate the trading of bandwidth products. It will combine
trade  execution by Amerex brokers and  RateXchange's  ETS to produce more rapid
trades.  The letter of intent  contemplates  that RateXchange will introduce the
next  version of its ETS software by early  September,  and then will launch its
Next Generation ETS late this year.


Forward-Looking Statements

     This document  includes  certain  "forward-looking  statements"  within the
meaning of that term in Section 27A of the  Securities  Act of 1933, and Section
21E of the Securities Act of 1934,  including,  among others,  those  statements
preceded by,  following or including the words  "believe,"  "expect,"  "intend,"
"anticipate" or similar expressions.  These forward-looking statements are based
largely on our  current  expectations  and are  subject to a number of risks and
uncertainties.   Our  actual   results  could  differ   materially   from  these
forward-looking statements.



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 hereunto duly authorized.

                                       RATEXCHANGE CORPORATION


Date: August 22, 2000              By: /s/ PHILIP R. RICE
                                   ---------------------------------------
                                           Philip R. Rice
                                           Chief Financial Officer




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