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) February 3, 2006
CDEX INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-49845 52-2336836
- -------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1700 Rockville Pike, Suite 400, Rockville, Maryland 20852
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (301) 881-0080
----------------------------
- -------------------------------------------------------------------------------
(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:
[_] 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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On February 3, 2006, Malcolm H. Philips, Jr. and John A. Knubel submitted
resignations from the Registrant's board of directors, which resignations were
accepted by the board on the same day. The directors then unanimously appointed
James O. Griffin (the Registrant's current CEO and President) and Donald W.
Strickland to fill the vacancies created by the resignations of Messrs. Philips
and Knubel until the Registrant's next Shareholder Meeting.
The board of directors also voted unanimously for Dr. Boen-Dar Liaw to replace
Mr. Philips as Chairman of the Board and for Mr. Griffin to serve as Secretary
of the Board. By their terms, the resignations of Messrs. Philips and Knubel
took effect simultaneously with the appointment of their successors.
The press release announcing the foregoing is attached hereto as Exhibit 99.1 as
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit Title
- ----------- -------------
99.1 Press Release dated February 6, 2006, announcing that
resignations of Malcolm H. Philips, Jr. and John A. Knubel and
the appointments of James O. Griffin and Donald W. Strickland
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
CDEX INC.
Date: February 8, 2006 By: /s/ James O. Griffin
---------------------------
James O. Griffin,
Chief Executive Officer
and President
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Title
- ----------- -------------
99.1 Press Release dated February 6, 2006, announcing that
resignations of Malcolm H. Philips, Jr. and John A. Knubel and
the appointments of James O. Griffin and Donald W. Strickland
3