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): April 9, 2008
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, Suite 123
Tucson, Arizona 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 8.01. Other Events
CDEX Inc. (the "Company") held its Annual Meeting of Shareholders on April
9, 2008. The shareholders voted on proposals to elect directors to the Company's
Board of Directors, to ratify the appointment of S.E. Clark and Co. as the
Company's independent registered public accounting firm for the fiscal year
ending October 31, 2008 and to approve a proposed amendment to the Company's
2003 Stock Incentive Plan limiting the amount of stock that can be granted under
the Company's Stock Incentive Plans to no more than 25% of the authorized shares
of the Company.
Each nominee for election to the Board was elected for a term specified in
the proxy statement distributed in connection with the meeting (and listed in
the table below) or until the director's successor is duly elected and qualified
(or the director's earlier resignation, death or removal).
---------------------------------------------------------
Name of Director Term of Service
---------------- ---------------
---------------------------------------------------------
Malcolm H. Philips, Jr. 2008-2011 (three years)
---------------------------------------------------------
Timothy Shriver 2008-2010 (two years)
---------------------------------------------------------
George Dials 2008-2009 (one year)
---------------------------------------------------------
Donald W. Strickland 2008-2009(one year)
---------------------------------------------------------
Carmen J. Conicelli 2008-2011(three years)
---------------------------------------------------------
The stockholders' vote also ratified the appointment of the independent
auditor and approved the amendment to the 2003 Stock Incentive Plan.
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: April 28, 2008 By: /s/ Malcolm H. Philips, Jr.
---------------------------
Malcolm H. Philips, Jr.,
CEO and President