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): October 17, 2008
CDEX INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49845 52-2336836
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(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
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(Address of principal executive offices) (Zip Code)
(520) 745-5172
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(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 1.01 Entry into a Material Definitive Agreement
Effective November 11, 2008, CDEX, Inc., a Nevada corporation
("Registrant"), entered into an employment agreement with Stephen McCommon to
serve as Chief Financial Officer. The agreement provides for payment to Mr.
McCommon of an annual cash salary of $105,000 as well as 100,000 stock options,
which will vest 1/2 on October 23, 2009, and 1/2 on October 23, 2010, as long as
he is providing to the Registrant substantial services pursuant to a contract
with the Registrant at the time of vesting.
A copy of the Employment Agreement is attached to this Current Report as
Exhibit 99.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CDEX announces the appointment of Stephen McCommon, who is joining the CDEX
management team as the new Chief Financial Officer effective November 11, 2008.
Between October 23, 2008 and November 11, 2008, Mr. McCommon will work as a
consultant for the company transitioning with the outgoing CFO, Mr. Augie
DeLuca, whose October 17, 2008 resignation was accepted by the Board of
Directors on October 23, 2008. In his position as CFO, Mr. McCommon will
supervise all accounting and financial activities, treasury, financial modeling
and risk management. He most recently served in a senior financial management
position with Applied Energetics, Inc., and has also worked for Molecular
Diagnostics, Inc., Heartland Technology, Inc., and Wells Fargo Bank. More
detailed biographical information is available on Registrant's web-site at
www.cdex-inc.com.
Mr. McCommon has entered into an Employment Agreement with Registrant, as
disclosed in Item 1.01. 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 October 23, 2008 announcing Mr.
DeLuca's resignation and Mr. McCommon's appointment is attached to this Current
Report as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Title of Document
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99.1 Mr. McCommon's Employment Agreement
99.2 Press Release, dated October 23, 2008
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: October 23, 2008 By: /s/ Malcolm H. Philips, Jr.
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Malcolm H. Philips, Jr., President