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, September 26, 2002. Date of earliest event reported, August
27, 2002
(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
1807 Slaughter LN W 200-506, Austin, Texas 78748-6230
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(Mailing Address of principal executive offices)
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.
None
ITEM 3. Bankruptcy or Receivership.
Not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
None. Not applicable.
ITEM 5. Other Events
The Board of Directors of Loch Harris, Inc. (the "Company") has approved a
resolution to postpone the effectiveness of a previous resolution to place
48,000,000 shares of CDEX-Inc. ("CDEX") common stock currently owned by the
Company into a trust that, subject to compliance with various matters, were
intended to be distributed to shareholders of the Company on the basis of one
share of CDEX for each ten shares of the Company held of record on September 30,
2002. The Company is postponing the proposed action (including but not limited
to postponing the formation of the trust, the transfer of shares to the trust
and the date of record for determining who should participate in any
distribution from the proposed trust) primarily due to legal and other concerns
expressed about such proposed action by various parties, including but not
limited to those expressed in a letter to the Company from CDEX regarding
whether transfer of the shares to a trust would be in violation of federal
securities laws (See letter attached hereto as Exhibit 99.21). In addition, in
connection with concerns that have arisen with the proposed action, the Company
is having discussions with counsel for Plaintiffs in the Derivative Action
lawsuit currently pending in Travis County, Texas about possible alternative
means of achieving a distribution of the shares to the Company's shareholders.
The Board has scheduled a Board Meeting for October 14, 2002 to review, discuss
and determine what action should be taken on the matter and how to proceed with
the Company's desire and effort to distribute the shares to the Company's
shareholders. It is the Company's understanding that the Plaintiffs in the
aforementioned Derivative Action lawsuit share the same desire to obtain
distribution of the shares to the Company's shareholders. The Company hopes to
have more information on this matter to report in the near future and will
attempt to promptly provide updates on matters as warranted.
Note: Any forward looking statements made herein involve a number of
significant risks and uncertainties and should not be considered as guarantees
or assurances of future performance. Future results could vary significantly
from those anticipated. In addition, 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. Not applicable.
ITEM 7. Financial Statements and Exhibits.
None. Not applicable.
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
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Rodney Boone, CEO / 9-26-02 Mark Baker, Secretary / 9-26-02
LOCH HARRIS, INC.
SEPTEMBER 26, 2002
FORM 8-K PAGE