UNITED STATES
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 (Date of earliest event reported): January 29, 2007
CDEX Inc.
(Exact name of registrant as specified in its charter)
NEVADA 000-49845 52-2336836
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1700 Rockville Pike, Suite 400, Rockville, MD 20852
(Address of principal executive offices)
(301) 881-0080
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 1.01 Entry into a Material Definitive Agreement
Effective November 7, 2005, CDEX Inc. ("the Company") entered into a strategic
distribution agreement ("Agreement) with Baxa Corporation ("Baxa"). The
Agreement provides for Baxa to be the exclusive distributor of CDEX's
ValiMed(TM) solution for medication verification for healthcare organizations in
the United States and Canada. Based on market experience and knowledge gained in
2006, the parties entered into an Amendment to Reseller Agreement ("Amendment)
effective January 30, 2007 to strengthen their relationship and the distribution
of Valimed (TM). The Amendment specifies the base pack of drug signatures to be
installed on Valimed(TM) units and provides a process and terms for additional
signatures, provides a fixed schedule for delivery, and waives Baxa's purchase
requirements to maintain distribution exclusivity.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In fiscal 2006, the Company sold and delivered Valimed (TM) units to Baxa which
requested the units to be held at the Company's facility in Arizona , pending
shipping instructions from Baxa's end-user customer. The Valimed (TM) units were
paid for and revenue was reported in the company's second and third quarter
10QSB filings. Upon further review, and in consultation with its independent
auditor and the SEC, the Company concluded on January 29, 2007 to revise its
accounting procedure for such transactions and recognize revenue only at such
time as the Company receives a fixed schedule for delivery from its customers.
Accordingly, $252,000 and $112,000 of revenue previously recognized in the
second and third quarters of 2006, respectively, will be reflected as deferred
revenue in fiscal 2006, which the Company expects to recognize as revenue in
fiscal 2007.
The Company expects to file amended 10-QSB's for the second and third quarter of
2006 and its 10-KSB for fiscal year 2006 by February 13, 2007.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amendment to Reseller Agreement, dated as of January 30, 2007, by and
between the Company and Baxa.
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 hereunto duly authorized.
CDEX Inc.
Date: February 1, 2007 By: /s/ Timothy Shriver
----------------------------------
Timothy Shriver
Chief Executive Officer, President