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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): May 21,
2008
Cody Resources,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-140056
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20-5339393
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2915 W. Charleston
Blvd., Ste.7, Las Vegas, NV
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89102
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702)
383-5862
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___________________________________________________
(Former
name or former address, if changed since last
report)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
On May
21, 2008, Cody Resources, Inc., a Nevada corporation (the
“Issuer”), entered into a definitive Agreement and Plan of Merger
(the “Merger Agreement”) by and among the Issuer, CDI Acquisition, Inc., a
California corporation and wholly-owned subsidiary of the Issuer (“CDI”), and
ChromaDex, Inc., a California corporation (“ChromaDex”). Pursuant to
the Merger Agreement, CDI will merge (the “Merger”) with and into ChromaDex,
with ChromaDex being the surviving corporation. As a result of the
Merger, each share of common stock of ChromaDex will be exchanged for one share
of the common stock, par value $.001 per share (the “Common Stock”), of the
Issuer, and each outstanding right, option or warrant to acquire a share of
common stock of ChromaDex will be converted into a right, option or warrant to
acquire a share of Common Stock on the same terms and conditions. In
advance of the completion of the Merger, it is anticipated that the Issuer will
merge with and into a newly-formed subsidiary of the Issuer to be incorporated
in the State of Delaware for the sole purpose of changing the domicile of the
Issuer and will change its name to ChromaDex Corporation. The
completion of the Merger is conditioned on various things, including a
requirement that the holders of at least 99% of the outstanding common stock of
ChromaDex consent to the Merger. The description of the terms of the
Merger is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is annexed hereto as Exhibit 10.1 and incorporated
herein by this reference.
Item
9.01 Financial
Statements and Exhibits
Exhibit Description.
Number
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.
Cody
Resources, Inc.
/s/Donald Sampson
Donald
Sampson
President,
Chief Executive Officer
Date:
March 28, 2008