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): February 18, 2009
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.
On February 18, 2009, CDEX, Inc. (the "Company") entered into a Master
Distribution Agreement ("Agreement") with Decatur Electronics, Inc. ("Decatur"),
to market its ID2 MethScanner and future illicit drug detection devices on a
global basis. Aside from the Company's pre-existing distribution agreements,
Decatur will have exclusive marketing rights in the USA and Canada and on a
non-exclusive basis worldwide. Decatur will market to law enforcement agencies
at federal, state and local levels, prison and jail facilities, Department of
Defense and Homeland Security agencies. In the Agreement, the Company and
Decatur have established purchase prices, shipping terms, warranty arrangements,
and marketing activities, with obligations for both the Company and Decatur.
A redacted copy of the Master Distribution Agreement is filed as Exhibit 10.1
(with appropriate redactions to protect sensitive and proprietary commercial
terms), to this Current Report on Form 8-K and is incorporated herein; the
summary of this document set forth above is qualified by reference to such
exhibit.
ITEM 9.01 Financial Statements and Exhibits.
(d) EXHIBITS
Exhibit No. Exhibit Description
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10.1 Master Distribution Agreement
99.1 Press Release Dated February 25, 2009
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 24, 2009 By: /s/ Malcolm H. Philips, Jr.
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Malcolm H. Philips, Jr., President