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): June 11, 2007
CDEX, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49845 52-2336836
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
4555 South Palo Verde Road, Suite 123
Tucson, AZ 85714
(Address of principal executive offices) (Zip Code)
(520) 745-5172
(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 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 June 11, 2007, CDEX, Inc., a Nevada corporation ("Registrant"),
announced the appointment of Malcolm H. Philips, Jr. as Registrant's President
and Chief Executive Officer and a Member of the Registrant's Board of Directors.
Mr. Philips was Registrant's President, CEO and Chairman of the Board
from its inception until he left the Company in early 2006. Since December 2006,
Mr. Philips has been a special advisor to the Board and Mr. Tim Shriver, who has
been serving as acting President and CEO, to consolidate operations in Tucson,
Arizona. With completion of the transition and consolidation, the senior
management team of Mr. Philips as CEO and Mr. Shriver as Senior Vice President
of Technical Operations will continue to lead the company.
As previously disclosed, Registrant and IAM Investment Group LP, a
Limited Partnership ("LP") entered into a material contract for a loan of
$23,500 from LP to Registrant. The loan was made on December 18, 2006. Mr.
Philips' spouse and Mr. Philips are limited partners of LP.
Mr. Philips has entered into an Employment Agreement with Registrant. A
copy of the Employment Agreement is attached to this Current Report as Exhibit
99.1 and incorporated herein by reference.
A copy of a press release issued on June 11, 2007 announcing Mr.
Philips' appointment is attached to this Current Report as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Title of Document Location
- ---------- ---------------------------------------------- ----------------------
99.1 Employment Agreement Attached
99.2 Press Release, dated June 11, 2007 Attached
- ---------- ---------------------------------------------- ----------------------
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: June 15, 2007 By /s/ Malcolm H. Philips, Jr.
---------------------------------------
Malcolm H. Philips, Jr., President