Attached files
file | filename |
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EX-99.1 - PRESS RELEASE, DATED FEBRUARY 10, 2010 - CDEX INC | ex99_1.htm |
EX-99.3 - CONSULTING AGREEMENT - CDEX INC | ex99_3.htm |
EX-99.2 - PRESS RELEASE, DATED FEBRUARY 11, 2010 - CDEX INC | ex99_2.htm |
EX-99.4 - CEO CORNER: WHAT'S NEW! - CDEX INC | ex99_4.htm |
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
Exchange Act of 1934
Date of
Report (date of earliest event reported): February 10, 2010
CDEX
INC.
(Exact
name of registrant as specified in its charter)
Nevada | 000-49845 | 52-2336836 | ||
(State or
other jurisdiction of
incorporation or
organization)
|
(Commission
File
Number)
|
(I.R.S. Employer
Identification
No.)
|
4555 South Palo
Verde, Suite 123
Tucson,
Arizona
|
85714 | |
(Address of principal executive offices) | (Zip Code) | |
(520) 745-5172 |
(Registrant's telephone number, including area code) |
N/A |
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective
February 10, 2010, Gregory Firmbach was appointed to the position of President
of the CDEX, Inc (OTCBB: CEXI) ("Company"). Mr. Firmbach has been an employee of
the Company since September 1, 2008 and has served as our Senior Vice President
since June 1, 2009. The Company announced this change in its press release dated
February 10, 2010 that is attached to this Current Report as Exhibit 99.1 and is
incorporated herein by reference.
In
addition on February 11, 2010 in a Press Release the Company announced its plans
to seek a new executive management team which is incorporated herein by
reference as Exhibit 99.2.
Also
effective February 10, 2010, Malcolm H. Philips, Jr. has stepped down as
President of the Company. Additionally effective February 10, 2010, Mr. Philips
resigned as an employee of the Company and he will be a consultant to the
Company. Mr. Philips will retain his positions as the Company’s Chairman of the
Board and Chief Executive Officer pending the hiring of a new
CEO. Mr. Philips, the Company’s founding CEO and Chairman, more
recently has been the Company’s Chairman of the Board since October 9, 2007 and
its President, Chief Executive Officer and a Member of the Board of Directors
since June 11, 2007. As a consultant, Mr. Philips will be compensated at the
rate of $4,000 per month.
Mr.
Philips’ consulting agreement is attached as Exhibit 99.3.
Effective
February 11, 2010, Timothy D. Shriver stepped down as a Director and Chief
Operating Officer of the Company. Mr. Shriver has served as our Chief Operating
Officer since February 2008 and as our Senior Vice President of Technical
Operations since July 2001. Mr. Shriver will continue in the employment of the
Company as Senior Manager of Technical Operations.
The
Company announced this change in its "CEO Corner: What's New!" dated February
11, 2010 that is attached to this Current Report as Exhibit 99.4 and is
incorporated herein by reference.
Item
7.01. Regulation FD Disclosure
On
February 10, 2010 updated its "CEO Corner: What's New!" that is attached as
Exhibit 99.4 hereto, and is incorporated herein by reference. The CEO corner is
also located on the company's website www.cdexinc.com.
Certain
statements contained in the CEO Corner constitute "forward-looking statements"
within the meaning of the securities laws. Forward-looking statements include
all statements that do not relate solely to the historical or current facts, and
can be identified by the use of forward looking words such as "may", "believe",
"will", "expect", "expected", "project", "anticipate", "anticipated",
"estimates", "plans", "strategy", "target", "prospects", "should", "intends",
"estimates" "continue" and other words of similar meaning. These forward looking
statements are based on the current plans and expectations of our management and
are subject to a number of uncertainties and risks that could significantly
affect our current plans and expectations, as well as future results of
operations and financial condition and may cause our actual results,
performances or achievements to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking
statements. Important factors that could cause our actual results to differ
materially from our expectations are described as Risk Factors in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2008. In making
these forward-looking statements, we claim the protection of the safe-harbor for
forward-looking statements contained in the Private Securities Reform Act of
1995. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to have been correct. We do not assume any obligation to
update these forward-looking statements to reflect actual results, changes in
assumptions, or changes in other factors affecting such forward-looking
statements. The information contained herein and in the accompanying exhibit is
being furnished pursuant to "Item 7.01 Regulation FD." The information contained
herein and in the accompanying exhibit shall not be incorporated by reference
into any filing of Registrant, whether made before or after the date hereof,
regardless of any general incorporation language in such filing, unless
expressly incorporated by specific reference to such filing. The information in
this report, including the exhibit hereto, shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)
(2) of the Securities Act of 1933, as amended.
ITEM 9.01
Financial Statements and Exhibits.
(d)
EXHIBITS
Exhibit No. | Exhibit Description | |
99.1 | Press Release, dated February 10, 2010 | |
99.2 | Press Release, dated February 11, 2010 | |
99.3 | Consulting Agreement | |
99.4 | CEO Corner: What's New! |
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.
CDEX INC. | |||
Date:
February 11, 2010
|
By:
|
/s/ Malcolm H. Philips, Jr. | |
Malcolm H. Philips, Jr., CEO | |||