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SEC Filing: CDEX Announces Election of Board Members
Posted July 10, 2011
We Recommend...
The Board currently consists of five members, Jeffrey K. Brumfield, Brian M. Jenkins, Robert H. Foglesong, Frank E. Wren, and James G. Stevenson. Messrs. Brumfield, Jenkins, Wren, Dr. Stevenson and Gen. Foglesong (US Air Force Ret.) are seeking approval to serve as Directors until the Annual Meeting of Stockholders in the year each term expires, as set forth below, and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. As disclosed in a Form 8-K filed December 4, 2007, the Company's Bylaws were amended and restated on November 27, 2007 to provide for three-year terms for the directors to achieve continuity in the oversight of the Company. The Company did not have stockholder meetings in 2009 and 2010 and is presenting the terms here on a retroactive basis as if the Director's slate was presented in those years.
In August 2009, four former employees and one former contractor filed demands for arbitration with the American Arbitration Association related to deferred wages of approximately $89,000 and to the ownership of certain equipment. A decision was issued by the Arbitrator which the Company received on June 11, 2010. The decision awarded the Claimants three times their deferred wages, plus attorney fees, totaling approximately $270,000.
This arbitration decision created a financial strain on the Company and as such the Board of Directors was forced to find new sources of financing.
On or about August 11, 2010, at the invitation of the then sitting Board of Directors, the Company received an offer for financing from PEMCO, LLC, College Health and Investment LP, and Messrs. Peter Maina, Robert Stewart, Scott A. Newby, Thomas Payne and Milt Datsopoulos. Of these, PEMCO LLC and Messrs. Maina, Stewart, Newby, Payne and Datsopoulos were investors in the Company. Part of the terms in their offer required a change to both the management of the Company and its Board of Directors. The offer presented to the board was a new agreement which granted exclusive distribution rights within the United States for all products developed by the Company for applications specifically related to the field of Oncology to various parties for a period of five years in exchange for cash.
The Board seated at that time determined that the terms of the financing offer as presented were in the best interests of both the Company and its stockholders and as such at a Board of Directors meeting held August 28, 2010 the Board agreed to the terms of the Oncology Distribution Agreement and appointed as new members of the Board Messrs. Jeffrey K. Brumfield, Frank E. Wren, Brain Jenkins, Thomas Payne and Robert H. Foglesong. Subsequently, Messrs. Carmen J. Conicelli, Jr., Donald W. Strickland, Gregory Firmbach and George Dials resigned from their positions on the Board of Directors. Mr. Strickland resigned from his position as the Company's Chief Executive Officer and Mr. Firmbach resigned from his position as President. The newly seated Board elected Jeffrey K. Brumfield as the Chairman of the Board and Chief Executive Officer. Subsequent to this, effective December 11, 2010, Thomas Payne resigned from the CDEX Board of Directors and effective December 15, 2010 James G. Stevenson, Pharm.D. joined the CDEX Board of Directors.
The Company has executed the Oncology Distribution Agreement and has received a total of $483,500 in exchange for the exclusive distribution rights granted under the Agreement. Subsequent to the 2010 fiscal year end, two investors, College Health and Investment LP and Thomas Payne, representing $100,000, withdrew from the Agreement. The signatories to the Agreement are PEMCO, LLC, Messrs. Maina, Stewart, Newby and Datsopoulos. It is believed that none of these individual investors beneficially control 5% or more of the Company's outstanding stock.
Additionally, in September 2010, the Company's new management renegotiated the arbitration award with the Claimants, whereby approximately $50,000 of the award was converted into two-year non-interest bearing notes with monthly payouts, and whereby approximately $190,000 of the award was converted into 10% convertible notes due February 2012.
This change of Board membership did not impact stockholders rights or positions. The new Board members are in compliance with their filings as required by Section 16(a) of the Exchange Act.
Each nominee has consented to serve as a director of the Company if elected. If, at the time of the Annual Meeting, any of the nominees are unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy card will be exercised to vote for a substitute candidate designated by the Board. The Board has no reason to believe that any of the nominees will be unable or will decline to serve as a director.
Jeffrey K. Brumfield, has been our Chairman of the Board of Directors and Chief Executive Officer since August 30, 2010. Mr. Brumfield has been self employed running various businesses since 1982. Mr. Brumfield has owned and operated retail operations in the high end men's fashion industry for roughly eight years with overall retail experience of around ten years. Mr. Brumfield has been in the real estate industry since 1991 where he has owned and operated a full service real estate and mortgage firm. Mr. Brumfield has owned a real estate development firm, a construction company that built custom and spec homes, as well as skate parks. Mr. Brumfield has been on the Board of Directors for the Boys and Girls Clubs of the greater San Diego area, and has received many philanthropic awards in connection with the Boys and Girls club. Mr. Brumfield has been an investor in CDEX since 2004. On December 29, 2010, Mr. Brumfield filed a voluntary petition in the United States Bankruptcy Court for the Southern District of California seeking relief under the provisions of Chapter 7 of Title 11 of the United States Code due to personal circumstances unrelated to the Company..
Qualifications: Mr. Brumfield's qualifications to serve on our Board include over two decades of business and operational experience in retail, mortgage and real estate industries. His thorough and extensive knowledge of our operations, values and culture as well as a deep understanding of the issues and complexities we face at each level of our business units makes Mr. Brumfield a valuable and qualified nominee with critical analytical, strategic and risk assessment skills.
Brian M. Jenkins was appointed to serve as a director of the Company in August 2010. Mr. Jenkins initiated the RAND Corporation's research program on international terrorism in 1972. He currently serves as Senior Advisor to the President of RAND. From 1989 to 1998, Mr. Jenkins was the Deputy Chairman of Kroll Associates, an international investigative and consulting firm. Before that, he was Chairman of RAND's Political Science Department from 1986 to 1989 and from 1972 to 1989, he also directed RAND's research on political violence. Mr. Jenkins has a B.A. in Fine Arts and a Masters Degree in History, both from UCLA. He studied at the University of Guanajuato in Mexico and in the Department of Humanities at the University of San Carlos in Guatemala where he was a Fulbright Fellow and recipient of a second fellowship from the Organization of American States.
Qualifications: Mr. Jenkins' qualifications to serve on our Board include his over 30 years of business, operational and executive management experience. Mr. Jenkins's extensive experience permits him to contribute valuable strategic management and risk assessment insight to CDEX.
Robert H. "Doc" Foglesong has been a Director of CDEX since August 30, 2010. General Foglesong is the President and Executive Director of the Appalachian Leadership and Education Foundation since 2006, of which he was the founder. The Foundation is a non-profit whose mission is to identify, mentor, and enable young men and women from Appalachia who are academically agile, have demonstrated leadership qualities, and are financially challenged to become the next "greatest generation" of leaders for our Nation. General Foglesong was also President of Mississippi State University from 2006 to 2008 and a from 2002 to 2005 was a four star general in the United States Air Force where he served in several command positions. He has accumulated over 35 years of public service running large, diverse organizations around the globe. General Foglesong has a PhD in Chemical Engineering, numerous publications and many military and civilian awards. General Foglesong serves on the Boards of Michael Baker Corp. (BKR) where he serves on the Governance committee; and Stark Aerospace Corp. (a privately held company).
Qualifications: General Foglesong is an experienced leader. He made a career in the military managing people and budgets, developing and implementing strategic plans in large diverse organizations, and protecting and promoting the welfare of Americans at home and abroad. General Foglesong's combined experience in safety performance and public policy matters and his involvement in developing leaders in Appalachia provides CDEX with valuable insight.
Frank E. Wren was appointed to serve as a Director of the company in August 2010. Mr Wren comes to the Company with 11 years with the Atlanta Braves and his third as the Club's executive Vice President and General Manager. He was named to his current post on October 11, 2007. Mr. Wren started his professional baseball career as a center fielder in Montreal's minor league system in 1977. He reached the Double-A level before retiring in 1982 and coached in the Expos' system from 1981 to 1984. Mr. Wren serves on the board of Landmark Christian Schools and he has co-hosted the Southwest Christian Hospice - Jim Beauchamp Memorial Golf Tournament since 2008. Mr. Wren is also a board member of the Foundation of Molecular Medicine, which helps fund research in mitochondrial diseases. Mr. Wren was inducted into the Northeast High School Athletic Hall of Fame in January 2009 and the Lakota High School Hall of Fame in March 2009.
Qualifications: Mr. Wren's qualifications to serve on our Board include his over 30 years of business, operational and executive management experience. Mr. Wren's extensive experience permits him to contribute valuable management leadership of CDEX.
James G. Stevenson was appointed to serve as a Director of the Company on December 15, 2010. Dr. Stevenson received his BS Pharmacy and PharmD degrees from Wayne State University. Since 1999, Dr. Stevenson has been the Director of Pharmacy Services at the University of Michigan Health System and Professor and Associate Dean for Clinical Sciences at the University of Michigan College of Pharmacy. From 1998 to 1991, Dr. Stevenson served as Director of Pharmacy Services at West Virginia University Hospitals and from 1991 to 1999 was the Director of Pharmacy Services for the 8-hospital Detroit Medical Center/Wayne State University. He received Pharmacist of the Year awards from both the Michigan Society of Health-system Pharmacists and the Michigan Pharmacists Association. He received the Distinguished Alumnus Award from the Wayne State University Pharmacy Alumni Association and the Joseph Oddis Leadership Award by MSHP. He recently completed a term of service on the Board of Directors of the American Society of Health-system Pharmacists and is the recipient of the 2010 John W. Webb Lecture Award. Dr. Stevenson serves as the medication safety section editor for the Joint Commission Journal on Quality and Patient Safety. His research interests are in pharmacy practice management, pharmacoeconomics, and medication safety.
Qualifications: Dr. Stevenson's qualifications to serve on our Board include his entire professional career in hospital pharmacy services. It is the area of pharmacy services which is the targeted client focus for our G4 ValiMed product, which gives Dr. Stevenson valuable insight into that industry and which makes Dr. Stevenson a valuable director.
The Board recommends that the Stockholders vote FOR the election of the nominees named above as directors of the Company.
CORPORATE GOVERNANCE
Committees of the Board of Directors
In 2007, the Company's Board of Directors formed and approved Charters for its Audit Committee, Executive Compensation Committee, and Corporate Governance and Nominating Committee. The Audit Committee has reviewed the subsequent 10-Ks and 10-KSBs each fiscal year and conducted periodic reviews of the Company's financial structure. Robert H. Foglesong (Chair), Jeffrey K. Brumfield and Frank E. Wren are members of the Audit Committee. CDEX does not have a financial expert on the Audit Committee. Frank E. Wren (Chair), Jeffrey K. Brumfield and James G. Stevenson are members of the Executive Compensation Committee and Jeffrey K. Brumfield (Chair) , Robert H. Foglesong and Brain M. Jenkins are members of the Corporate Governance and Nominating Committee. The Company is not required to maintain such committees under the rules applicable to it, because its shares are quoted on the over the counter bulletin board ("OTCBB") and are not listed or quoted on a national securities exchange or national quotation system.
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