- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) APRIL 15, 2005
MEDEOREX, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 333-46828 13-3526402
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
825 THIRD AVENUE, 40TH FLOOR, NEW YORK, NEW YORK 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 838 2585
CLIXTIX, INC.
(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 (SEE GENERAL INSTRUCTION A.2. BELOW):
[ ] WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17
CFR 230.425)
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT (17 CFR
240.14A-12)
[ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE
EXCHANGE ACT (17 CFR 240.14D-2(B))
[ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE
EXCHANGE ACT (17 CFR 240.13E-4(C))
- --------------------------------------------------------------------------------
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 15, 2005, the Registrant entered into an Agreement
and Mutual General Release (the "Agreement") with MedLink Central, Inc., Neal M.
Shapiro, Daniel Gershoni, Marcie Gershoni and Weston Capital Quest Corporation
(collectively, the "MedLink Parties"), Karver Capital Holdings, Ltd., MDRX, Inc.
and Victoria Benkovitch (collectively, together with the Registrant, the
"Medeorex Parties") pursuant to which the MedLink Parties agreed to surrender
the shares of the Registrant's common stock owned by them (the "Medeorex
Stock"). The Medeorex Stock will be returned to the Registrant's treasury at
cost. The Medeorex Stock had been placed in escrow pending the attainment of
certain performance objectives. The surrender of the Medeorex Stock was made
without any admission that the MedLink Parties failed to attain such performance
objectives or engaged in any wrongdoing. The Agreement also contains mutual
general releases by the MedLink Parties and the Medeorex Parties, an
indemnification by the Medeorex Parties and a non-competition covenant by the
Medeorex Parties in favor of the MedLink Parties. The Agreement also provides
for mutual covenants not to sue and confidentiality and non-disparagement
provisions.
This summary is qualified in its entirety by reference to the Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
Name Description of Document
- ---- -----------------------
10.1 Agreement and Mutual General Release
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, thereunto duly authorized.
Medeorex, Inc.
(Registrant)
April 21, 2005 By: /s/ Dr. Jack Kachkar
----------------------------
Dr. Jack Kachkar
Chairman and President