SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT


       Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934



                        Date of Report November 12, 1996


                                    DCX, Inc.
             (Exact name of registrant as specified in its charter)



Colorado                           0-14273                     84-0868815
(State of                        (Commission                  (IRS Employer
incorporation)                   File Number)               Identification No.)



3002 North State Highway 83, Franktown, CO                      80116-0569
(Address of principal executive offices)                       (Zip Code)



        Registrant's telephone number, including area code (303) 688-6070





                                 Not Applicable
          (Former name or former address, if changed since last report)



<PAGE>


Item 5, Other Events.

Designation of Series A Preferred Stock.

On November 12, 1996, the Company received  official notice of the acceptance of
the filing of an amendment to its Articles of  Incorporation on November 6, 1996
to designate a Series A 6% Cumulative Convertible Redeemable Preferred Stock par
value $.001  ("Series A  Preferred"),  out of a part of its class of  authorized
preferred  stock.  The  number of shares of Series A  Preferred  Stock  shall be
1,000,000.  The  Series  A  Preferred  do not  have  voting  rights  and  have a
liquidation preference over the common stock.

The  Amendment  to the Articles of  Incorporation  is attached to this Report as
Exhibit A, and sets forth the relative rights, designations,  and preferences of
the Series A Preferred.

Item 7. Financial Statements and Exhibits.

Exhibit
Number        Exhibit                                                   Page
------        -------                                                   ----

3.2c        Articles of Amendment  to the Articles                       4
            of Incorporation of DCX, Inc.

Item 9. Sales of Equity Securities Pursuant to Regulation S.

On November  12,  1996,  the  Company  sold a total of 500 shares of Series A 6%
Cumulative  Convertible  Redeemable  Preferred  Stock par value $.001 ("Series A
Preferred"),  pursuant to Regulation S. The total  offering  price was $500,000.
First Capital  Partners,  Inc.,  Atlanta,  GA, acted as the Company's  placement
agent for the transaction.  The sale was made in a private offshore  transaction
to two non US funds who represented to the Company that they were  sophisticated
investors.

Terms of the Series A Preferred provide for cumulative  dividends at a 6% annual
interest  rate  payable  when,  as and if  declared,  payable in cash or, at the
option of the Company, in additional shares of Series A Preferred at the rate of
one share of Series A  Preferred  for each $1,000 of such  dividend  not paid in
cash. The dividends are cumulative whether or not earned. The Series A Preferred
has a stated  value of $1,000 per  share.  The  Series A  Preferred  do not have
voting rights.

Shares of Series A Preferred Stock have the following conversion rights:

(a) Each  holder of shares of Series A  Preferred  Stock shall have the right at
any time and from time to time  after  forty  (40) days from the date on which a
share of Series A Preferred Stock was issued,  to convert some or all such share
into fully paid and  non-assessable  shares of Common  Stock of the  Corporation
determined  in  accordance  with the  Conversion  Rate provided in Paragraph (b)
below (the "conversion Rate").

(b) The number of shares Common Stock issuable upon  conversion of each share of
Series A Preferred  Stock  shall  equal (I) the sum of (A) the Stated  Value per
share and (B) accrued and unpaid  dividends  on such share,  divided by (ii) the
Conversion  Price. The Conversion Price shall be equal to the lessor of: (I) the
average of the Closing Bid Price (as hereinafter  defined) of the  Corporation's

                                       2

<PAGE>

Common Stock for the five (5) trading  days  immediately  preceding  the date of
issuance of the Series A Preferred Stock; and (ii) seventy five percent (75%) of
the  average of the  Closing  Bid Price for the five  trading  days  immediately
preceding the conversion of the Series A Preferred  Stock. The Closing Bid Price
shall mean the Closing bid price of the Corporations Common Stock as reported by
NASDAQ (or if not  reported  by NASDAQ as  reported  by such other  exchange  or
market where traded..

The Series A Preferred  is subject to mandatory  conversion  two years after the
date of issue.

The Company paid a commission of ten percent of the total  offering  price,  and
agreed to issue to First Capital Partners  warrants to purchase 36,281 shares of
the  Company's no par value common  stock.  The warrants are  exercisable  until
November 12, 1998,  with an exercise  price of $1.875 per share.  the holders of
the warrants,  and the holders of the 500 shares of Series A Preferred each have
a demand and piggy back  registration  right if  necessary  to permit the public
sale of the underlying common stock.

The private sale of the Series A Preferred  was exempt from  registration  under
Regulation  S. The sale was made in an offshore  transaction  to non US persons,
and the purchasers made  representations  to the Company  regarding their status
and actions necessary to comply with Regulation S.

Change in Litigation Status. The Company reports that its attorney received word
from the United States Supreme Court that the Company's  petition for certiorari
in the matter of the third  terminated  contract  was denied.  While the Company
previously had recorded a reserve of $521,000.00 during its third fiscal quarter
for  the  potential  loss  associated  with  this  possibility,  it  is  further
evaluating the effect of this denial on its financial  statements which could be
material.  The Company  expects to be requested to reimburse  the  reprocurement
costs and may be presented with claims from certain  vendors on the contract for
unreimbursed  costs  related to  unfinished  goods and  services  related to the
contract but not delivered to the Company.

                                   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.

                                                 DCX, Inc.
                                                (Registrant)


November 27, 1996                  /S/   FREDERICK G. BEISSER
                                       -----------------------------------------
                                               (Signature)
                                            Frederick G. Beisser
                                  Secretary, Treasurer & Chief Financial Officer

                                       3
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SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934

                        Date of Report November 12, 1996

                                    DCX, Inc.
             (Exact name of registrant as specified in its charter)

Colorado                           0-14273                     84-0868815
(State of                        (Commission                  (IRS Employer
incorporation)                   File Number)               Identification No.)

3002 North State Highway 83, Franktown, CO                      80116-0569
(Address of principal executive offices)                       (Zip Code)

        Registrant's telephone number, including area code (303) 688-6070

                                 Not Applicable
          (Former name or former address, if changed since last report)
Item 5, Other Events.

Designation of Series A Preferred Stock.

On November 12, 1996, the Company received  official notice of the acceptance of
the filing of an amendment to its Articles of  Incorporation on November 6, 1996
to designate a Series A 6% Cumulative Convertible Redeemable Preferred Stock par
value $.001  ("Series A  Preferred"),  out of a part of its class of  authorized
preferred  stock.  The  number of shares of Series A  Preferred  Stock  shall be
1,000,000.  The  Series  A  Preferred  do not  have  voting  rights  and  have a
liquidation preference over the common stock.

The  Amendment  to the Articles of  Incorporation  is attached to this Report as
Exhibit A, and sets forth the relative rights, designations,  and preferences of
the Series A Preferred.

Item 7. Financial Statements and Exhibits.

Exhibit
Number        Exhibit                                                   Page
------        -------                                                   ----

3.2c        Articles of Amendment  to the Articles                       4
            of Incorporation of DCX, Inc.

Item 9. Sales of Equity Securities Pursuant to Regulation S.

On November  12,  1996,  the  Company  sold a total of 500 shares of Series A 6%
Cumulative  Convertible  Redeemable  Preferred  Stock par value $.001 ("Series A
Preferred"),  pursuant to Regulation S. The total  offering  price was $500,000.
First Capital  Partners,  Inc.,  Atlanta,  GA, acted as the Company's  placement
agent for the transaction.  The sale was made in a private offshore  transaction
to two non US funds who represented to the Company that they were  sophisticated
investors.

Terms of the Series A Preferred provide for cumulative  dividends at a 6% annual
interest  rate  payable  when,  as and if  declared,  payable in cash or, at the
option of the Company, in additional shares of Series A Preferred at the rate of
one share of Series A  Preferred  for each $1,000 of such  dividend  not paid in
cash. The dividends are cumulative whether or not earned. The Series A Preferred
has a stated  value of $1,000 per  share.  The  Series A  Preferred  do not have
voting rights.

Shares of Series A Preferred Stock have the following conversion rights:

(a) Each  holder of shares of Series A  Preferred  Stock shall have the right at
any time and from time to time  after  forty  (40) days from the date on which a
share of Series A Preferred Stock was issued,  to convert some or all such share
into fully paid and  non-assessable  shares of Common  Stock of the  Corporation
determined  in  accordance  with the  Conversion  Rate provided in Paragraph (b)
below (the "conversion Rate").

(b) The number of shares Common Stock issuable upon  conversion of each share of
Series A Preferred  Stock  shall  equal (I) the sum of (A) the Stated  Value per
share and (B) accrued and unpaid  dividends  on such share,  divided by (ii) the
Conversion  Price. The Conversion Price shall be equal to the lessor of: (I) the
average of the Closing Bid Price (as hereinafter  defined) of the  Corporation's

                                       2
Common Stock for the five (5) trading  days  immediately  preceding  the date of
issuance of the Series A Preferred Stock; and (ii) seventy five percent (75%) of
the  average of the  Closing  Bid Price for the five  trading  days  immediately
preceding the conversion of the Series A Preferred  Stock. The Closing Bid Price
shall mean the Closing bid price of the Corporations Common Stock as reported by
NASDAQ (or if not  reported  by NASDAQ as  reported  by such other  exchange  or
market where traded..

The Series A Preferred  is subject to mandatory  conversion  two years after the
date of issue.

The Company paid a commission of ten percent of the total  offering  price,  and
agreed to issue to First Capital Partners  warrants to purchase 36,281 shares of
the  Company's no par value common  stock.  The warrants are  exercisable  until
November 12, 1998,  with an exercise  price of $1.875 per share.  the holders of
the warrants,  and the holders of the 500 shares of Series A Preferred each have
a demand and piggy back  registration  right if  necessary  to permit the public
sale of the underlying common stock.

The private sale of the Series A Preferred  was exempt from  registration  under
Regulation  S. The sale was made in an offshore  transaction  to non US persons,
and the purchasers made  representations  to the Company  regarding their status
and actions necessary to comply with Regulation S.

Change in Litigation Status. The Company reports that its attorney received word
from the United States Supreme Court that the Company's  petition for certiorari
in the matter of the third  terminated  contract  was denied.  While the Company
previously had recorded a reserve of $521,000.00 during its third fiscal quarter
for  the  potential  loss  associated  with  this  possibility,  it  is  further
evaluating the effect of this denial on its financial  statements which could be
material.  The Company  expects to be requested to reimburse  the  reprocurement
costs and may be presented with claims from certain  vendors on the contract for
unreimbursed  costs  related to  unfinished  goods and  services  related to the
contract but not delivered to the Company.

                                   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.

                                                 DCX, Inc.
                                                (Registrant)

November 27, 1996                  /S/   FREDERICK G. BEISSER
                                       -----------------------------------------
                                               (Signature)
                                            Frederick G. Beisser
                                  Secretary, Treasurer & Chief Financial Officer

                                       3