================================================================================
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)
May 22, 2006
PRO-DEX, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-14942 84-1261240
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
151 East Columbine Avenue
Santa Ana, California 92707
(Address of Principal Executive Offices)
(714) 241-4411
(Registrant's Telephone Number, Including Area Code)
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 ( see General Instruction A.2. below):
[ ] 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
--------- ----------------------------------------------
The information in this Form 8-K and the Exhibits attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
On May 22, 2006, Pro-Dex, Inc. issued a press release announcing its
financial performance for the nine months and third quarter period ended March
31, 2006. On that same date, Pro-Dex, Inc. conducted a conference call
concerning its performance for the nine months and third quarter period ended
March 31, 2006. A copy of the news release is attached to this Form 8-K as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
--------- ---------------------------------
(d) Exhibits.
Exhibit 99.1 Press release dated May 22, 2006 of Pro-Dex Inc.
2
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.
Date: May 22, 2006 PRO-DEX, INC (REGISTRANT).
By: /s/ Jeffrey J. Ritchey
-----------------------
Jeffrey J. Ritchey
Chief Executive Officer
3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
---------- -------------------------------------------------------------------
99.1 Press Release dated May 22, 2006
4