SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-12
CDEX INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CDEX INC.
1700 Rockville Pike, Suite 400
Rockville, Maryland 20852
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held January 9, 2007
A Special Meeting of Stockholders of CDEX Inc., a Nevada corporation, will be
held at 9:30 a.m., Mountain Standard Time, on Tuesday, January 9, 2007, in the
Bonsai Suite at the Doubletree Hotel at Reid Park, located at 445 South Alvernon
Way, Tucson, AZ 85711, telephone 520-881-4200, for the following purpose:
To approve an amendment to our Certificate of Incorporation to increase the
number of shares of Class A common stock that we are authorized to issue from
50,200,000 shares to 100,000,000 shares.
The foregoing item of business and related matters are more fully described in
the proxy statement accompanying this notice.
Further information regarding the meeting and the above proposals is set forth
in the accompanying Proxy Statement. The Board of Directors has fixed the close
of business on December 4, 2006 as the record date for the meeting, and only
holders of common stock of record at such time will be entitled to vote at the
Annual Meeting or any adjournments thereof. You are cordially invited to attend
the Annual Meeting in person.
By Order of the Board of Directors
/s/ BD Liaw
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BD Liaw, Chairman
December 6, 2006
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE IN ORDER TO ENSURE A QUORUM, AS WELL AS YOUR REPRESENTATION, AT THE
MEETING. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD
BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST
OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
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CDEX INC.
1700 Rockville Pike, Suite 400
Rockville, Maryland 20852
PROXY STATEMENT
VOTING AND OTHER MATTERS
General
This Proxy Statement and accompanying Proxy Card are being furnished to
stockholders in connection with the solicitation of proxies by the Board of
Directors of CDEX Inc., a Nevada corporation (the "Company"), for use at a
Special Meeting of Stockholders of the Company to be held at the in the Bonsai
Suite at the Doubletree Hotel at Reid Park, located at 445 South Alvernon Way,
Tucson, AZ 85711, telephone 520-881-4200, at 9:30 a.m., Mountain Standard Time,
on Tuesday, January 9, 2007, and at any adjournments thereof (such meeting or
adjournment(s) thereof referred to as the "Special Meeting"), for the purpose of
considering and voting upon the matters set forth in the accompanying Notice of
Special Meeting of Stockholders. This Proxy Statement and the accompanying form
of proxy card are first being mailed to stockholders on or about December 12,
2006.
Voting Securities and Voting Rights
The close of business on November 21, 2006, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Special Meeting. As of the record date, there were issued and outstanding
37,245,409 shares of the Company's Class A common stock (the "Common Stock"),
6,675 shares of the Company's Series A preferred stock ("Preferred Stock"), all
having a par value of $.005 per share. The presence, in person or by proxy, of
the holders of a majority of (i) the outstanding shares of Class A common Stock,
plus (ii) the number of shares of Class A common stock into which shares of
Preferred Stock are convertible, on the record date is necessary to constitute a
quorum at the Special Meeting. Each share of Class A common stock is entitled to
one vote, and each share of Preferred Stock is entitled to one vote for each
share of Class A common stock into which such share of Preferred stock is
convertible, on all issues requiring a stockholder vote at the Special Meeting.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Special Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted for the increase in authorized common stock described herein. The
enclosed proxy, even though executed and returned, may be revoked at any time
prior to the voting of the proxy (i) by the execution and submission of a
revised proxy, (ii) by written notice to the Secretary of the Company or (iii)
by voting in person at the Special Meeting.
Solicitation
The Company will pay for the cost of this solicitation and may reimburse
brokerage firms and other persons representing beneficial owners of shares for
expenses incurred in forwarding solicitation materials to such beneficial
owners. Proxies also may be solicited by certain of our directors and officers,
personally or by telephone or email, without additional compensation.
Delivery of Proxy Materials to Households
The Securities and Exchange Commission has implemented a rule permitting
companies and brokers, banks or other intermediaries to deliver a single copy of
a proxy statement to households at which two or more beneficial owners reside.
This method of delivery, which eliminates duplicate mailings, is referred to as
"householding." Beneficial owners sharing an address who have been previously
notified by their broker, bank or other intermediary and have consented to
householding, either affirmatively or implicitly by not objecting to
householding, will receive only one copy of this proxy statement.
If you hold your shares in your own name as a holder of record, householding
will not apply to your shares.
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Beneficial owners who reside at a shared address, at which a single copy of this
proxy statement is delivered may obtain a separate proxy statement without
charge by sending a written request to: CDEX INC., 1700 Rockville Pike, Suite
400, Rockville, Maryland 20852, Attention: Investor Relations, or by calling the
Company at (301) 881-0080. The Company will promptly deliver a proxy statement
upon request.
Not all brokers, banks or other intermediaries may offer the opportunity to
permit beneficial owners to participate in householding. If you want to
participate in householding and eliminate duplicate mailings in the future, you
must contact your broker, bank or other intermediary directly. Alternately, if
you want to revoke your consent to householding and receive separate annual
reports and proxy statements for each beneficial owner sharing your address, you
must contact your broker, bank or other intermediary to revoke your consent.
PROPOSAL
--------
AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED CLASS A COMMON STOCK
TO 100,000,000 SHARES
General
The Company's current Articles of Incorporation, as amended, currently provide
for an authorized capitalization consisting of 50,200,000 shares of Class A
common stock, and 500,000 shares of preferred stock. As of November 9, 2006,
there were 37,245,409 shares of Class A common stock outstanding. As of that
date, of the 500,000 shares of authorized preferred stock, (a) 150,000 shares
were designated as Series A Preferred stock and 6,675 shares of such Series A
Preferred Stock were issued and outstanding and (b) 10,000 shares were
designated as Series C 7% Convertible Redeemable Preferred stock and no shares
of such Series C 7% Convertible Redeemable Preferred Stock were issued and
outstanding (although the Company has received subscriptions for 1690 of such
shares).
The Board of Directors believes that it is in the best interest of both the
Company and its stockholders to increase the authorized shares of Class A common
stock from 50,200,000 to 100,000,000 shares. We will continue to have 500,000
shares of preferred stock authorized for issuance on terms deemed appropriate by
our Board of Directors. The 200,000 shares of Class B common stock previously
outstanding have been retired effective as of June 2, 2006 and reclassified as
Class A common stock.
Purpose
The Board of Directors believes that this increase in authorized shares is
crucial in order for the Company to have available a sufficient number of shares
of Class A common stock to allow it to take advantage of financing, acquisition
and other business opportunities, which arise from time to time, in a timely
manner without the delay of further stockholder approval (unless such approval
is otherwise required by law or regulation or the applicable rules of any
securities exchange or market). Future purposes for additional shares could
include securing additional financing for the operation of the Company through
the issuance of additional shares or securities convertible into additional
shares, effecting acquisitions of other businesses, technologies or properties
and issuance of shares of additional stock and options to employees as
compensation. Although the Company has sufficient shares of Class A common stock
to meet its existing obligations to issue Class A common stock, our ability to
issue other rights convertible into shares of our Class A common stock or
additional warrants and options is severely limited and impedes our ability to
properly capitalize the Company.
At this time, the management of the Company is diligently working to secure
short-term financing and is considering additional financing instruments that
may include the issuance of common stock, possibly in conjunction with warrants
to purchase additional common stock, a convertible debenture offering, an
offering of preferred stock or a stock loan to secure an equity line.
Individually or in combination, these investment instruments should serve to
secure the current and short-term funding requirements of CDEX. The feasibility
of any of them depends upon the availability of additional shares of Class A
common stock as all of our current funding possibilities would require that the
securities purchased by the investors be convertible into Class A common stock.
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Effect of Issuance of Additional Shares of Class A Common Stock
The issuance by the Company of any additional shares of Class A common stock
would dilute the equity interests of the existing holders of the Class A common
stock. The newly authorized shares of Class A common stock will have voting and
other rights identical to those of currently authorized shares of Class A common
stock.
Effect of Stockholders' Failure to Approve the Additional Shares of Class A
Common Stock
If the stockholders deny the Company's request for approval to raise the number
of authorized Class A common stock, then the Company cannot issue additional
Class A common stock or securities convertible into Class A common stock and it
may be unable to obtain the necessary funding to finance its planned operations
and strategic plan in the coming months. Without financing, the Company cannot
sustain itself in the short-term and would need to discontinue operations.
Approval Required
Approval to amend the current Articles of Incorporation of the Company under the
Nevada Revised Statutes requires the affirmative vote of the holders of a
majority of (i) the outstanding shares of Class A common stock of the Company
plus (ii) shares of Class A common stock into which outstanding shares of
Preferred Stock are convertible.
The Board of Directors recommends a vote "For" this proposal to amend the
Articles of Incorporation.
HOUSEHOLDING OF MEETING MATERIALS AND
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
FOR THE COMPANY'S NEXT ANNUAL MEETING OF STOCKHOLDERS
The Securities and Exchange Commission rules permit registrants to send a single
set of the annual report and proxy statement to any household at which two or
more shareholders reside if the registrant believes they are members of the same
family. Each shareholder will continue to receive a separate proxy card. This
procedure, referred to as householding, reduces the volume of duplicate
information shareholders receive and reduces the expense to the registrant. We
are in the process of implementing these householding rules with respect to its
record holders, and a number of brokerage firms have instituted householding
which may impact certain beneficial owners of our Class A common stock. If your
family has multiple accounts by which you hold Class A common stock, you may
have previously received a householding notification from your broker. Please
contact your broker directly if you have any questions, require additional
copies of the proxy statement or annual report, or wish to revoke your decision
to household, and thereby receive multiple reports. Those options are available
to you at any time. Proposals of stockholders of the Company that are intended
to be presented by such shareholders at the 2007 Annual Meeting must be received
by the Company no later than October 31, 2006, in order to be included in the
proxy statement and form of proxy relating to such meeting. SEC rules also
establish a different deadline for submission of stockholder proposals that are
not intended to be included in the Company's proxy statement with respect to
discretionary voting. If a stockholder gives notice of such a proposal after the
discretionary vote deadline, the Company's proxy holders will be allowed to use
their discretionary voting authority to vote against the stockholder proposal
when and if the proposal is raised at the Company's year 2007 Annual Meeting.
The discretionary vote deadline for the 2007 Annual Meeting is January 15, 2007,
45 calendar days prior to the anniversary of the mailing date of the Company's
last annual meeting proxy statement.
EXPENSES OF SOLICITATION
CDEX will bear the expenses of preparing and mailing this proxy material, as
well as the cost of any required solicitation. In addition to this solicitation
of proxies, the officers, directors and regular employees of CDEX, without
receiving any additional compensation therefore, may solicit proxies by mail,
telephone, or personal contact. CDEX will also request stockholders, banks and
other fiduciaries to forward proxy material to their principals or customers who
are the beneficial owners of shares and will reimburse them for reasonable
out-of-pocket expenses incurred.
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By order of the Board of Directors
/s/ BD Liaw
-----------
BD Liaw
Chairman of the Board
December 6, 2006
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