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, October 29, 2001. Date of earliest event reported, July 24, 2001
(Exact name of registrant as specified in its charter)
LOCH HARRIS, INC.
State of incorporation IRS Employer Identification Number
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Nevada 87-0418799
8303 N. Mopac A101 Austin, Texas 78759
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (512) 328-7808
INFORMATION TO BE INCLUDED IN THE REPORT
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ITEM 1. Changes in Control of Registrant.
None
ITEM 2. Acquisition or Disposition of Assets.
Pursuant to an Asset Purchase Agreement dated August 4, 2001, between
CDEX-Inc (CDEX), Loch Harris, Inc. (Loch) and ChemTech, Inc. (Loch and ChemTech
being collectively referred to as the Company), the Company conveyed to CDEX all
its ownership interest in certain assets and technologies, including its
chemical and explosive detection technologies. Loch received a total of
61,000,000 shares of common stock in CDEX and an additional 8,350,000 shares of
CDEX common stock was issued at Loch's direction to resolve certain obligations,
loans or royalties which could have resulted in potential claims of parties
against the assets or technologies transferred. These obligations, loans or
potential claims included those of Coldwater Capital LLC, Rodney Boone and Mark
Baker. Boone and Baker are officers and directors of Loch who have rendered
services and made, guaranteed and/or pledged collateral for loans to or on
behalf of Loch in connection with the assets and technologies. The transaction
was approved by the Boards of Directors of Loch, ChemTech and CDEX. The CDEX
Board of Directors at the time of approval of the transaction was and is
composed of Malcolm Philips and George Dials. The Asset Purchase Agreement is
filed as Exhibit 99.5 herein and any discussion regarding such agreement is
qualified in its entirety by reference to Exhibit 99.5.
Pursuant to various agreements dated August 16, 2001 among Loch Harris,
Inc. (Loch), Stockton Feed and Milling, Inc. (Stockton), Ranchers Feed Yards,
Inc. (Ranchers) and Elton Holland, Jr. (Holland), the parties, in addition to
other matters, amended the Agreement of Purchase and Sale dated December 30,
1999 and related documents (Purchase Agreement), whereby Loch had acquired
Stockton and Ranchers from Holland. In connection with the foregoing August 16,
2001 agreements, Holland obtained a first lien on the assets of Stockton and
Ranchers (including all real estate and personal property); Stockton and
Ranchers issued a promissory note to Holland in the original principal amount of
$1,722,000 all of which is due and payable, along with accrued interest, on
February 28, 2002 (unless certain events occur) and if payment is not made or
the events have not occurred, Holland can proceed with his remedies contained in
the loan documents, including a remedy to foreclose on the assets of Stockton
and Ranchers; Holland returned 13,095,241 shares of Loch common stock to Loch
and Holland agreed to use the remaining Loch stock owned by him (4,819,694
shares) plus any dividends, spin-offs or other payment or item of value paid in
connection with such shares to satisfy certain obligations in the loan
documents; and Holland agreed to release Loch, Stockton, Ranchers and certain
others from any liability (except for obligations in the Loan Documents dated
August 16, 2001) from any matter related to the Purchase Agreement or any matter
related thereto. The agreements dated August 16, 2001 include an Agreement
between Loch, Stockton, Ranchers and Holland filed herein as Exhibit 99.12; the
Loan Agreement between Stockton and Ranchers (collectively Borrower) and
Holland, Lender and filed herein as Exhibit 99.13; the Promissory Note in the
original principal amount of $1,720,000 from Stockton and Ranchers (collectively
Borrower) to Holland, Lender and filed herein as Exhibit 99.14; and the Deed of
Trust/Security Agreement/Financing Statement between Stockton and Ranchers
(collectively Grantor) and Paul Dionne, Trustee and filed herein as Exhibit
99.15. Any discussion herein regarding any of the foregoing is qualified in its
entirety by reference to the referenced exhibits.
ITEM 3. Bankruptcy or Receivership.
None
ITEM 4. Changes in Registrant's Certifying Accountant.
None. Not applicable
ITEM 5. Other Events.
Pursuant to an Executive Services Agreement dated July 24, 2001 between
CDEX-Inc. (CDEX), which at the time was a subsidiary of Loch Harris, Inc., and
Dynamic Management Resolutions LLC (DMR), DMR contracted to make available to
CDEX the services of Malcolm Philips as President, Chief Executive Officer and
Chairman of the Board of CDEX and Timothy Shriver as Vice President of
Operations. The services are to be provided pursuant to the terms and provisions
of the agreement. The Executive Services Agreement is filed herein as Exhibit
99.1.
Pursuant to a Services Agreement dated August 3, 2001, DMR contracted to
provide certain services to CDEX in accordance with the terms and conditions
stipulated in such agreement. The Services Agreement is filed herein as Exhibit
99.2.
Pursuant to a Consulting Services Agreements with Rodney Boone and Mark
Baker dated July 24, 2001 through their limited liability entities, Boone and
Baker agreed to provide certain services to CDEX in accordance with the terms
and provisions as provided in such agreements. The Services Agreements for Boone
and Baker are filed herein as Exhibits 99.3 and 99.4 respectively.
Pursuant to proxies dated August 4, 2001 and September 5, 2001, Loch
granted the CDEX Board of Directors voting authority to vote 13,000,000 shares
and 48,000,000 shares respectively of CDEX common stock owned by Loch. Such
voting proxies are filed herein as Exhibits 99.10 and 99.11 respectively.
Pursuant to proxies dated August 4, 2001, Mark Baker (Baker) granted the
CDEX Board of Directors authority to vote 500,000 shares and 2,500,000 shares of
CDEX common stock owned by Baker. Such voting proxies are filed herein as
Exhibit 99.6 and 99.7 respectively.
Pursuant to proxies dated August 4, 2001, Coto LLC (Coto) granted the CDEX
Board of Directors authority to vote 750,000 shares and 1,600,000 shares of CDEX
common stock owned by Coto. Such voting proxies are filed herein as Exhibits
99.8 and 99.9 respectively.
All the foregoing proxies pursuant to their conditions, terminate
immediately and automatically as to any shares covered by the proxy, when, as
and if any such shares are sold, transferred or assigned to any party not under
the control of Loch or its officers or directors.
Any discussion herein regarding any document filed as an exhibit hereto is
qualified in its entirety by reference to such exhibit.
ITEM 6. Resignations of Registrant's Directors.
None
ITEM 7. Financial Statements and Exhibits.
Exhibits.
Number Document
99.1 Executive Services Agreement dated July 24, 2001 between
CDEX-Inc., a Nevada corporation and Dynamic Management
Resolutions LLC, a Delaware limited liability company.
99.2 Consultant Services Agreement dated July 24, 2001 between
CDEX-Inc., a Nevada corporation and Dynamic Management
Resolutions LLC, a Delaware limited liability company.
99.3 Services Agreement dated August 3, 2001 between CDEX-Inc., a
Nevada corporation and Rodney A. Boone through his limited
liability entity.
99.4 Services Agreement dated August 3, 2001 between CDEX-Inc., a
Nevada corporation and Mark E. Baker through his limited
liability entity.
99.5 Asset Purchase Agreement dated August 4, 2001 between
CDEX-Inc., a Nevada corporation, Loch Harris, Inc., a Nevada
corporation and ChemTech, Inc., a Nevada corporation.
99.6 Proxy dated August 4, 2001 of Mark E. Baker to the CDEX-Inc.
Board of Directors for 500,000 shares of CDEX-Inc. common
stock.
99.7 Proxy dated August 4, 2001 of Mark E. Baker to the CDEX-Inc.
Board of Directors for 2,500,000 shares of CDEX-Inc. common
stock.
99.8 Proxy dated August 4, 2001 of Coto, LLC to the CDEX-Inc.
Board of Directors for 750,000 shares of CDEX-Inc. common
stock.
99.9 Proxy dated August 4, 2001 of Coto LLC to the CDEX-Inc. Board
of Directors for 1,600,000 shares of CDEX-Inc. common stock.
99.10 Proxy dated August 4, 2001 of Loch Harris, Inc. to the
CDEX-Inc. Board of Directors for 13,000,000 shares of
CDEX-Inc. common stock.
99.11 Proxy dated September 5, 2001 of Loch Harris, Inc. to the
CDEX-Inc. Board of Directors for 48,000,000 shares of
CDEX-Inc. common stock.
99.12 Agreement dated August 16, 2001 among Loch Harris, Inc.
Stockton Feed and Milling, Inc. Ranchers Feed Yards, Inc. and
Elton Holland, Jr.
99.13 Loan Agreement dated August 16, 2001 between Stockton Feed
and Milling, Inc., Ranchers Feed Yards, Inc. and Elton
Holland, Jr.
99.14 Promissory Note dated August 16, 2001 from Stockton Feed and
Milling, Inc. and Ranchers Feed Yards, Inc. (collectively
Borrower) and Elton Holland, Jr., Lender.
99.15 Deed of Trust/Security Agreement/Financing Statement dated
August 16, 2001 from Stockton Feed and Milling, Inc. and
Ranchers Feed Yards, Inc. (collectively Grantor) to Paul
Dionne as Trustee.
ITEM 8. Changes in Fiscal Year.
None. Not applicable.
SIGNATURES
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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.
LOCH HARRIS, INC. Registrant
Rodney A. Boone, President / DATE Mark Baker, Secretary / DATE
LOCH HARRIS, INC.
OCTOBER 29, 2001
FORM 8-K PAGE 2