8-K

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                                  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

                                 April 16, 2004
                Date of Report (date of earliest event reported)

                                    --------

                             Cox Technologies, Inc.
             (Exact name of Registrant as specified in its charter)

         North Carolina                    0-08006               86-0220617
  (State or other jurisdiction     (Commission File Number)   (I.R.S. Employer
of Incorporation or organization)                            Identification No.)

                               69 Mcadenville Road
                          Belmont, North Carolina 28012
          (Address, including zip code, of principal executive offices)

                                 (704) 825-8146
              (Registrant's telephone number, including area code)

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Item 2.    Acquisition or Disposition of Assets.

     Effective April 16, 2004, Cox Technologies,  Inc. (the "Company"),  a North
Carolina corporation and Sensitech Inc.  ("Sensitech"),  a Delaware corporation,
completed  Sensitech's  acquisition  of  substantially  all of the assets of the
Company (the "Asset Sale") pursuant to the terms of an Asset Purchase  Agreement
(the "Asset  Purchase  Agreement"),  dated December 12, 2003, as amended January
29, 2004 among the Company,  Sensitech and Cox Acquisition Corp., a wholly-owned
subsidiary of Sensitech  formed for purposes of consummating the Asset Sale. The
aggregate  consideration received by the Company at the closing was comprised of
$10,595,589 in cash. In addition,  Sensitech  assumed  $233,569 of the Company's
payables  and  assumed  other  liabilities.  At  closing,  Sensitech  retained a
$250,000  holdback amount in the Asset Sale. The final  consideration is subject
to adjustment based upon  finalization of the Company's  balance sheet as of the
closing  date.  Under the terms of the Asset  Purchase  Agreement,  the  Company
retained  certain  assets and  liabilities in connection  with the  transaction,
including cash, certain production equipment, office equipment, machines, tools,
fixtures, furniture and certain retained liabilities.

      Following  the  closing  of the  Asset  Sale,  certain  of  the  Company's
employees, including David Caskey,  President of the Cox Recorder Division, have
terminated their employment with the Company and become employees of Sensitech.



      In connection with the Asset Sale, the Company and Sensitech  entered into
a  Manufacturing  Services  Agreement  under which the Company will  continue to
manufacture  products under the Company's  current  specifications  for a period
from  April 16,  2004  through  June 1, 2004, unless  Sensitech  terminates  the
Manufacturing  Services  Agreement  prior to June 1, 2004 or unless the  Company
agrees to extend the term of the Manufacturing Services Agreement.

      The parties  completed the Asset Sale  following a special  meeting of the
Company's  shareholders on April 15, 2004,  whereby the holders of a majority of
the  Company's   common  stock  approved  the  Asset  Sale  and  the  subsequent
liquidation  and  dissolution  of the  Company  pursuant to the Plan of Complete
Liquidation  and  Dissolution  (the  "Plan").  The Plan provides for the orderly
liquidation of the Company's remaining assets following the closing of the Asset
Sale,  the winding-up of the Company's  business  affairs,  distribution  of its
assets and the dissolution of the Company.

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Item 7.    Financial Statements and Exhibits.

     (b)  Pro Forma Financial Information.

            The pro forma financial  information  will be furnished on or before
            June 29, 2004, upon the  finalization of the balance sheet as of the
            closing of the Asset Sale to Sensitech.

     (c)  Exhibits.

          2.1  Asset  Purchase  Agreement  dated  December 12, 2003,  as amended
               January 29, 2004 Among Sensitech Inc., Cox Acquisition  Corp. and
               Cox  Technologies,  Inc. filed as Annex C to the Definitive Proxy
               filed with the SEC on March 10, 2004 and  incorporated  herein by
               reference.

          2.2  Plan of Complete Liquidation and Dissolution of Cox Technologies,
               Inc. filed as Annex D to the Definitive  Proxy filed with the SEC
               on March 10, 2004 and incorporated herein by reference.

          5.1  Manufacturing Services Agreement by and between Cox Technologies,
               Inc. and Sensitech Inc. dated April 16, 2004.

          99.1 Press release of Cox Technologies, Inc., dated April 16, 2004.

      This Current Report on Form 8-K contains forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange  Act, as amended.  The  forward-looking
statements  contained  herein involve risks and  uncertainties,  including those
relating to the  liquidation,  dissolution and wind-up of the Company.  For more
information  about the Company and risks  arising  when  investing in or holding
shares of the  Company,  investors  are  directed to the  Company's  most recent
filings with the Securities and Exchange Commission.

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                                    SIGNATURE

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.

                                                    COX TECHNOLOGIES, INC.
                                                    a North Carolina corporation

Dated: April 16, 2004
                                                    By: /s/  Brian D. Fletcher
                                                    ----------------------------
                                                    Co-Chief Executive Officer

EX-5

                                                                     Exhibit 5.1

                        MANUFACTURING SERVICES AGREEMENT


                  THIS MANUFACTURING SERVICES AGREEMENT ("Agreement") is made
and entered into as of this 16 day of April, 2004 by and between Cox
Technologies, Inc., a North Carolina Corporation ("Cox") and Sensitech Inc, a
Delaware Corporation ("Sensitech") in connection with that certain Asset
Purchase Agreement, dated as of December 12, 2003, by and between Cox, Sensitech
and Cox Acquisition Corp. (the "Buyer"), pursuant to which Sensitech and the
Buyer are purchasing the Purchased Products and the Purchased Inventory (the
"Transaction"). Cox and Sensitech may be referred to herein individually as a
"party" and collectively as the "parties." Capitalized terms not defined herein
shall have the meanings set forth in the Asset Purchase Agreement.


         NOW, THEREFORE, in consideration of the mutual promises set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     STRUCTURE OF RELATIONSHIP.

     Services Provided. Subject to the terms and conditions of this Agreement,
Cox will provide manufacturing per existing specifications for Purchased
Products, testing, Materials (as hereinafter defined) procurement,
reconditioning, programming, storage and packaging services to Sensitech in
connection with the Purchased Inventory (the "Services"), and in accordance with
one or more Orders (as defined in Section 2.1 below). The Services will be
performed in substantially the same manner, including quality and volume, as Cox
performed such services prior to the Effective Date.

     Storage. Unless otherwise requested by Sensitech, Cox shall store the
Purchased Inventory and Materials (as hereinafter defined), in suitable
condition at Cox's facilities, during the term of this Agreement (but no later
than June 1, 2004), at no cost to Sensitech. For purposes of this Agreement,
"Materials" mean raw materials and parts for a Purchased Product.

     ORDER, DELIVERY AND ACCEPTANCE.

Orders. Sensitech may order Purchased Products from time to time by submitting
to Cox an order indicating the quantity and type of Purchased Products Sensitech
desires Cox to manufacture ("Order"). Cox will use its best efforts to fulfill
each Order placed by Sensitech during the term of this Agreement, including
without limitation:

         Having Kurt Reid personally serve in an oversight role throughout the
term of this Agreement, and enlisting the support and expertise of James Cox and
David Caskey (with Sensitech's permission after the Closing) as necessary;

         Bringing to Sensitech's attention immediately any occurrences,
beginning with the date of the Asset Purchase Agreement, of employee
resignation, critical Materials shortages or other changes that could impact
Cox's ability to fulfill Sensitech Orders;

         Offering all production employees of Cox a minimum of two weeks
incentive pay to continue their employment with Cox until their respective
termination dates;

         Offering additional cash or stock incentives as necessary to retain
Cox's current Vice President of Manufacturing and manufacturing supervisors;

         Aggressively hiring for lost employees, including recruiting former Cox
employees and, if necessary, Cox's former manufacturing supervisor;



         Paying overtime to fulfill Sensitech orders; and

         Weekly reporting of inventory and order status to Sensitech's Vice
President of Operations and Chief Operating Officer.

     Orderly Production. Sensitech agrees to place its last order no later than
90 days after the Closing Date (unless an extension is mutually agreeable by
both sides) so that Cox may plan an orderly phase-out of its operations.
Sensitech agrees to use its best efforts to place Orders with sufficient
quantities and lead times to permit a relatively even production (measured by
units) of Purchased Products so that Cox may plan its production runs and needs
for production workers accordingly and consistent with its past practices;
provided, that Cox shall not be obligated to fulfill Orders for newly
manufactured graphic recorder units in excess of 6,000 units per calendar week.
In the event that there are days in which there are no unfilled Orders from
Sensitech (an "Order Gap") for graphic recorders, Sensitech will pay Cox $3,000
(an "Order Gap Fee") for each business day in which there was an Order Gap.
However, Cox must advise Sensitech three days in advance of when Cox estimates
that Cox will have all orders filled. No Order Gap Fee will be due for any day
that Cox did not provide such three-day notice.

     Fulfillment. Upon its acceptance of an Order, Cox will manufacture, test,
label and package the Purchased Products specified therein in accordance with
the applicable Order and the past practices of Cox and ship the Order according
to Sensitech's instructions.

     Sensitech Responsibilities. Sensitech will take delivery of and pay for all
Purchased Products, including shipping, set forth in any Order that has been
accepted by Cox, upon acceptance of such Purchased Products by Sensitech, or 15
days after shipment, if later.

     Delivery. Delivery of Purchased Products will be F.O.B. Cox's facilities in
Belmont, North Carolina, Upland, California or other domestic locations where
Purchased Products are located, no later than the delivery times set forth in
the applicable Order; provided, that at the option of Sensitech, delivery will
be made directly to the third parties indicated in the applicable Order. Cox
will pack finished Purchased Products for shipment in Cox's standard shipping
cartons, or such other cartons requested by Sensitech, marked for shipment as
specified in the Order. Cox will comply with Sensitech's reasonable instructions
with respect to the selection of carriers and procurement of insurance for the
Purchased Products in transit and will use commercially reasonable shipment
procedures. For the term of this Agreement, Cox will continue its current
insurance coverages with respect to loss of any production equipment necessary
to perform under this Agreement, naming Sensitech as an additional loss payee.

     Acceptance Testing. Products will be subject to interim and final
acceptance testing following procedures no less stringent than are now carried
out by Cox.

     Failure of Cox to perform hereunder.

     If Cox cannot or does not agree to meet or continue to perform the
manufacturing requirements reasonably required under an Order to produce a
specific Purchased Product, and Cox does not cure such breach within ten (10)
days from Sensitech's written notice, then Sensitech shall have the right to
procure manufacturing services from a third party for the Purchased Products in
question. If such breach is not cured within the cure period, Sensitech shall
further have the right to take possession of any or all of the Purchased
Products, Purchased Inventory or Materials then in the possession of Cox. All
costs associated with such taking of possession, including without limitation
costs of shipping such Purchased Products, Purchased Inventory or Materials to
another location, shall be borne by Cox during the first 30 days from the
Closing Date, and by Sensitech thereafter, provided that all other material
terms of this Agreement are complied with.

     If Sensitech procures manufacturing from a third party pursuant to this
Section 2.7, to the best of Cox's ability given the knowledge and experience of
the existing Cox employees at that time, Cox shall (i) provide Sensitech and
such third party with all necessary information and reasonable cooperation in
order for the third party to be able to properly manufacture and supply the
relevant Purchased Product; and (ii) if Cox has failed to accept or to complete
its manufacturing services with respect to an Order placed within the first 30




days following the Closing Date, reimburse Sensitech for any incremental costs
of such manufacture and supply of the relevant Purchased Product by the third
party. Any required reimbursement pursuant to this clause (ii) or payment
pursuant to Subsection 2.7(a) shall not exceed $25,000 and shall, to the extent
that there is any remaining amount otherwise payable pursuant to Section 2.03(b)
of the Asset Purchase Agreement, be offset against such remaining amount;
otherwise, such required reimbursement shall be remitted to Sensitech by Cox
within thirty (30) days from the date of notice from Sensitech regarding such
incremental costs.

     ORDER MANAGEMENT. For each Order, each party will designate in writing one
(1) qualified person on its staff to serve as its manager and liaison to
represent it in connection with the activities under that Order.

     MATERIALS MANAGEMENT. Upon receipt of an Order, Cox will use Purchased
Inventory and Materials currently in Cox's possession to complete the Order. If
such Purchased Inventory and Materials are insufficient, Cox will, with
Sensitech's prior written consent, purchase additional Materials for Sensitech's
account in accordance with Cox's standard purchasing practices in effect before
the acquisition, of the same grade and quality as Cox had been procuring prior
to the Transaction, and in accordance with such other procurement guidelines and
customer requirements as may be set forth in the applicable Order. Cox shall use
reasonable efforts to find competitive prices for all Materials and will
cooperate with Sensitech in the event that Sensitech desires Cox to use
Sensitech's preferred sources. Except as otherwise provided in this Agreement,
Sensitech bears the cost and risk of loss in carrying inventory of Materials.
Title to Materials in inventory will remain with Sensitech. Cox shall furnish to
Sensitech monthly written reports of usage and month-end levels of Purchased
Products, Purchased Inventory and Materials in the possession of Cox. Sensitech
shall be permitted at reasonable times during the term of this Agreement to take
physical inventories of Purchased Products, Purchased Inventory and Materials
then in the possession of Cox.

     REPAIRS; REFURBISHMENT. Unless otherwise specified in the applicable Order,
Cox will, during the term of this Agreement, make its standard factory repair or
product refurbishment services available to Sensitech with respect to Purchased
Products manufactured by Cox, at Cox's then-current fees and terms, a copy of
which will be available to Sensitech upon request. Sensitech will bear
round-trip shipping expense and risk of loss during transit of all Purchased
Products delivered to Cox for repair or refurbishment. Notwithstanding the
foregoing, Cox shall be responsible for all costs needed for repairs covered by
warranty hereunder subject to and in accordance with Section 9.2.

     PRICE AND PAYMENT.

     Pricing. For all Purchased Products manufactured by Cox during the term of
this Agreement, the parties agree to the pricing set forth in Exhibit A.

     Payment Terms. The purchase price for Purchased Products will be invoiced
upon shipment and is due fifteen (15) days thereafter. All payments will be made
in U.S. dollars. Sensitech will be responsible for paying any applicable sales
tax, excise tax or value-added tax on the purchase of Purchased Products or the
provision of Services hereunder except as such taxes relate to the income of
Cox.

     Expenses. Except as expressly provided in this Agreement or in an Order,
each party will bear its own costs and expenses in performing its obligations or
exercising its rights hereunder.

     WARRANTIES.

     Product Warranty. Cox warrants solely to and for the benefit of Sensitech
that it will perform the Services in a manner consistent with its past practices
and to ensure that each finished Purchased Product will be free from defects in
materials and workmanship and will be built in accordance with its applicable
Order. Sensitech's exclusive remedy for breach of this warranty is to notify Cox
of the breach in writing within ninety (90 days) after delivery to Sensitech,
whereupon Cox, as its sole obligation and liability, will either repair or
replace the nonconforming Purchased Product or, at Sensitech's election for
Purchased Products shipped within 30 days following the Closing Date, or Cox's
election for Purchased Products shipped after 30 days following the Closing
Date, refund to Sensitech the price paid for the nonconforming Purchased
Product. This warranty does not apply to Purchased Products that have been
subject to misuse, unauthorized modification, neglect, improper testing or
installation, attempts to repair or accident, flood, fire, radiation or other
hazard.



     DISCLAIMER. EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 7.1, THE PURCHASED
PRODUCTS AND SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND AND, TO
THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, COX DISCLAIMS ALL OTHER WARRANTIES
OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES ARISING UNDER STATUTE,
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE
OF DEALING OR COURSE OF PERFORMANCE.

     LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR LOSS OF GOODWILL), WHETHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO
THIS AGREEMENT. COX'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER
LEGAL THEORY, WILL NOT EXCEED THE PRICE PAID BY SENSITECH FOR THE PURCHASED
PRODUCTS WITH RESPECT TO WHICH LIABILITY HAS ARISEN. SENSITECH'S TOTAL LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE AMOUNTS
EXPRESSLY PAYABLE BY SENSITECH UNDER THIS AGREEMENT OR THE APPLICABLE ORDER FOR
THE PURCHASED PRODUCTS WITH RESPECT TO WHICH LIABILITY HAS ARISEN. THE EXISTENCE
OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS OF LIABILITY
AND DAMAGES IN THIS SECTION 8 WILL NOT APPLY TO CLAIMS BY EITHER PARTY FOR
MISAPPROPRIATION BY THE OTHER OF ITS CONFIDENTIAL INFORMATION OR INFRINGEMENT BY
THE OTHER OF ITS INTELLECTUAL PROPERTY.

     TERM AND TERMINATION.

     Term. This Agreement will commence upon the Effective Time and will remain
in effect through and including June 1, 2004 unless earlier terminated by
Sensitech pursuant to this Section 9.1, or unless such term is changed by mutual
agreement. At anytime Sensitech may terminate this agreement prior to June 1,
2004 by providing Cox a notice (the "Termination Notice") of at least three
business days (the "Notice Period") of such termination. Cox will not be
required to provide the Services after the later of the end of the Notice
Period, or when Cox has filled all Orders placed prior to the Termination
Notice.

     Relationship of Parties. The parties hereto expressly understand and agree
the parties are acting hereunder as independent contractors and neither party
will be partner, joint venturer, fiduciary or agent of the other. Under no
circumstances will the personnel of one party be deemed employees of the other
party for any purpose. Neither party has the power or authority as agent,
employee or in any other capacity to represent, act for, bind or otherwise
create or assume any obligation on behalf of the other party for any purpose
whatsoever. There are no third party beneficiaries under this Agreement.

     Assignment. Neither party hereto may assign this Agreement without the
prior written consent of the other party, except that Sensitech may assign this
Agreement to the Buyer.

     Export Control. Regardless of any disclosure made to Cox of an ultimate
destination of the Purchased Products, Sensitech acknowledges that all such
materials are being released or transferred to Sensitech in or from the United
States and may be subject to U.S. export control laws and regulations. If
Sensitech requests Cox to ship Purchased Products outside of the United States,
Sensitech will, upon request, provide Cox with documentation and certification
establishing that all required permits and licenses have been obtained and that
the proposed shipment is fully compliant with all applicable laws and
regulations.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to enter into this Agreement as of the Effective
Time.


         COX:                              COX TECHNOLOGIES, INC.

                                           BY: /s/ Kurt C. Reid
                                              ---------------------------------
                                               Kurt C. Reid
                                               Co-Chief Executive Officer

                                           BY: /s/ Brian D. Fletcher
                                              ---------------------------------
                                               Brian D. Fletcher
                                               Co-Chief Executive Officer


         SENSITECH:                        SENSITECH INC.

                                           BY: /s/ Eric B. Schultz
                                              ---------------------------------
                                               Eric B. Schultz
                                               Chairman of the Board and
                                               Chief Executive Officer

EX-99

                                                                    Exhibit 99.1


[SENSITECH LOGO GRAPHIC OMITTED]         [COX TECHNOLOGIES LOGO GRAPHIC OMITTED]


For more information, contact:
Becky DeWitt, 978-720-2508
bdewitt@sensitech.com

FOR IMMEDIATE RELEASE

                  Sensitech Inc. acquires Cox Technologies Inc.

Beverly, Massachusetts,  April 16, 2004 - Today Sensitech Inc., headquartered in
Beverly,  Massachusetts,  announced the acquisition of substantially  all of the
assets of Cox  Technologies  Inc. in Belmont,  North Carolina.  Cox Technologies
provides temperature and humidity monitoring products and services worldwide.

Cox has  agreed  to  continue  manufacturing  products  for  Sensitech  during a
transition  period to end no later than June 1, 2004,  although the Cox products
will be available beyond the June timeframe.  Dr. Jim Cox, Founder,  Chairman of
the Board,  and Chief Technology  Officer,  will serve on a consulting basis for
two years. Other key personnel from Cox will work for Sensitech as well.

"The cold chain  monitoring  market is expanding  rapidly," states Eric Schultz,
Chairman and CEO of Sensitech.  "New  technologies and new players require us to
continuously invest in R & D and to maintain a competitive edge. The acquisition
of Cox enables  Sensitech  to expand into key  industrial  markets as well as to
broaden our current  customer base.  The  consolidation  of both  organizations'
expertise solidifies a stronger presence in this marketplace."

Sensitech offers best-in-class temperature monitoring products and services with
cutting edge  information  management  and sensor  technologies.  The company is
investing in RF and RFID and will bring complete cold chain management solutions
to all Cox customers.  This is the second acquisition  Sensitech has made in the
cold chain management space, its first being Ryan Instruments in 2000.

"This purchase is beneficial to our customers,"  states Kurt Reid, Co-CEO of Cox
Technologies,  "who will  receive  the same level of high  service  and  quality
products with additional knowledge and expertise in the management of their cold
chain. We expect the transition for our customers to be seamless."

"We will work  closely and  diligently  with every Cox  customer to ensure their
current  and future  needs are met,"  says Steve  DiRubio,  Vice  President  and
General  Manager of  Sensitech.  "We will  introduce a new level of analysis and
insight to  interpret  information  and to  develop  and  implement  improvement
strategies for their cold chain."



About Sensitech
Sensitech is the world's leading provider of cold-chain information and analysis
that enables its customers to protect the freshness,  viability and integrity of
their  temperature-sensitive  products.  Sensitech  is a privately  held company
financed by  experienced  venture firms  including  Ascent  Venture  Management,
Citizens  Capital,  GE Equity,  Landmark  Partners,  and Prism Venture Partners.
Sensitech  has  offices in  Beverly,  Massachusetts,  Redmond,  Washington,  and
Fresno, California,  with service and distribution offices around the world. For
more information call 800-843-8367 or visit us at www.sensitech.com.