Attached files
| file | filename |
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| EX-31.1 - CDEX INC | ex31_1.htm |
| EX-32.2 - CDEX INC | ex32_2.htm |
| EX-32.1 - CDEX INC | ex32_1.htm |
| EX-31.2 - CDEX INC | ex31_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended October 31, 2010
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 000-49845
CDEX INC.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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52-2336836
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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4555 South Palo Verde Road, Suite 123
Tucson, Arizona, 85714
520-745-5172
(Address of principal executive offices and registrant's phone number)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Class A Common stock, $.005 par value per share.
(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the Class A common stock held by non-affiliates was approximately $3,707,000 on April 30, 2010 (the last day of the registrant’s most recently completed second quarter) based on the last reported sale price of the registrant's Class A common stock on the Over-the-Counter Bulletin Board (OTCBB).
The number of Common Shares of the Registrant outstanding as of January 19, 2011 was 67,698,165.
DOCUMENTS INCORPORATED BY REFERENCE – None
Explanatory Note about the Report
CDEX INC., a Nevada corporation, “CDEX,” “we,” “us,” “our” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended October 31, 2010, originally filed on January 31, 2011 (the “Original Filing”). This Amendment amends only Item 12 of Part III of the Original Filing and sets forth only the portion of the Original Filing that is amended. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.
Item 12 of Part III is being amended solely to correctly reflect the effect of the Ownership Limitation portion of the note agreements that entities controlled by Mr. Philips are holders.
Except for the information described above, this Amendment does not reflect events occurring after the filing of the Original Filing and unless otherwise stated herein, the information contained in the Amendment is current only as of the time of the Original Filing. Except as described above, no other changes have been made to the Original Filing. Accordingly, the Amendment should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of the Company's Class A common stock, based on information provided by the persons named below in publicly available filings, as of January 19, 2011:
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·
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each of the our directors and executive officers;
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·
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all directors and executive officers of ours as a group; and each person who is known by us to beneficially own more than five percent of the outstanding shares of our Common Stock.
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Unless otherwise indicated, the address of each beneficial owner is care of CDEX Inc., 4555 South Palo Verde Road, Suite 123, Tucson, Arizona 85714. Unless otherwise indicated, the Company believes that all persons named in the following table have sole voting and investment power with respect to all shares of common stock that they beneficially own.
For purposes of this table, a person is deemed to be the beneficial owner of the securities if that person has the right to acquire such securities within 60 days of January 19, 2011 upon the exercise of options or warrants. In determining the percentage ownership of the persons in the table below, we assumed in each case that the person exercised all options and warrants and converted all notes which are currently held by that person and which are exercisable/convertible within such 60 day period, but that options and warrants and convertible notes held by all other persons were not exercised or converted, and based the percentage ownership on 67,698,165 shares outstanding on January 19, 2011.
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Name And Address Of Beneficial
Owner |
Position
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Amount Of
Beneficial Ownership |
Percent Of
Class (1) |
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Mr. Jeffery K. Brumfield
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Executive Officer and Director
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5,113,970
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(3)
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7.55%
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Malcolm H. Philips, Jr.
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Former Executive Officer
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4,499,809
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(2)
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6.56%
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Frank E. Wren
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Director
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738,813
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(4)
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*
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Stephen A. McCommon
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Executive Officer
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516,580
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(5)
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*
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Robert H. Foglesong
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Director
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385,600
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(6)
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*
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Brian M. Jenkins
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Director
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371,314
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(7)
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*
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James G. Stevenson
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Director
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223,098
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(8)
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*
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directors as a group (6 persons)
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7,349,375
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* Less than 1%
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(1)
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Computed based upon the total number of shares of Class A common stock, shares of common stock underlying options and shares of common stock underlying warrants held by that person that are exercisable within 60 days of January 19, 2011.
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(2)
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Based on form 4 filed on April 29, 2009, represents 3,572,842 shares of Class A common stock held by Mr. Philips. Additionally, based on information known by the Company, a) entities over which Mr. Philips has a controlling interest hold 327,467 warrants exercisable within 60 days of January 19, 2011, and b) Mr. Philips holds 600,000 options exercisable within 60 days of January 19, 2011. Entities controlled by Mr Philips hold an aggregate of $457,114 in principal amount of convertible debentures issued by the Company. The number of shares of Common Stock into which the convertible debentures are convertible at any point in time is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in Mr. Philips having beneficial ownership of 4.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"). Mr. Philips disclaims beneficial ownership of any and all shares of Common Stock that would cause any of his beneficial ownership to exceed the Ownership Limitation. Therefore, the convertible debentures are not currently convertible.
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(3)
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Based on information known by the Company, this represents 5,113,970 shares of Class A common stock.
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(4)
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Based on information known by the Company, this represents 738,813 shares of Class A common stock.
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(5)
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Represents 150,000 options exercisable within 60 days of January 19, 2011 and 366,580 shares underlying convertible notes convertible within 60 days of January 19, 2011.
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(6)
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Based on information known by the Company, this represents 385,600 shares of Class A common stock.
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(7)
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Based on information known by the Company, this represents 371,314 shares of Class A common stock.
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(8)
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Based on information known by the Company, this represents 223,098 shares of Class A common stock.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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31.1
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Certification of Chief Executive Officer (filed herewith).
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31.2
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Certification of Chief Financial Officer (filed herewith).
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32.1
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Section 1350 Certification of Chief Executive Officer (filed herewith).
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32.2
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Section 1350 Certification of Chief Financial Officer (filed herewith).
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Signatures
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated..
CDEX Inc.
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/s/ Jeffrey K. Brumfield
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Jeffrey K. Brumfield
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Chairman of the Board of Directors and
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Chief Executive Officer
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