UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
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
Identification Number) |
151 East Columbine Avenue
(Address of Principal Executive Offices)
(714) 241-4411
(Registrants 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pro-Dex, Inc. (the Company) held its 2007 Annual Shareholders Meeting on December 4, 2007. At that meeting the Companys shareholders approved an amendment to the Companys Articles of Incorporation declassifying its Board of Directors. The amendment was effective upon the filing of the amended Articles of Incorporation with the Colorado Secretary of State on December 4, 2007. The amendment restated Article 9 of the Companys Articles of Incorporation to read in its entirety as follows:
Article 9: The number of directors of the Corporation shall be fixed in accordance with the Bylaws of the Corporation. The Board of Directors shall not be split in to separate classes nor staggered. The adoption of this Article shall not serve to shorten the current term of any member of the Board of Directors as of December 4, 2007.
Also on December 4, 2007, at the organizational meeting of the Companys Board of Directors following the Annual Shareholders Meeting, the Board approved an amendment to the Companys Bylaws, including Sections 3.2 and 3.5 of the Bylaws, declassifying the Board of Directors. The amendment was effective upon approval by the Board. The amendment restated Section 3.2 and Section 3.5 of the Companys Bylaws to read in its entirety as follows:
3.2 Number : The number of directors of this Corporation shall, in no case, be less than three; except that there need be only as many directors as there are shareholders in the event that the outstanding shares are held of record by fewer than three shareholders. Subject to such limitation, the number of directors shall be fixed by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director.
3.5 Vacancies, Term, Removal : Any director may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time the notice is received by the Corporation unless the notice specifies a later effective date. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by reason of an increase in the number of directors ay be filled by the affirmative vote of a majority, though less than a quorum, of the remaining directors. A director elected to fill a vacancy shall hold office during the unexpired term of his predecessor in office. Each director shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified. Until July 1, 1994, any director may be removed at a meeting expressly called for that purpose, with or without cause, in the manner prescribed in the Colorado Corporation code. From and after July 1, 1994, the shareholders shall not have the right to remove any one or all of the directors except for cause and in the manner prescribed in the Colorado Business Corporation Act, and any successor thereto.
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Item 9.01 Financial Statements and Exhibits
Exhibit 3.1 Amendment to Articles of Incorporation of Pro-Dex, Inc.
Exhibit 3.2 Amended and Restated Bylaws of Pro-Dex, Inc.
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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: December 5, 2007 PRO-DEX, INC.
By: /s/ JEFF RITCHEY
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Exhibit Index
Exhibit Number |
Description |
3.1 |
Amendment to Articles of Incorporation of Pro-Dex, Inc. |
3.2 |
Amended and Restated Bylaws of Pro-Dex, Inc. |
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Exhibit 3.1
Amendment to Articles of Incorporation
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Exhibit 3.2
Amendment and Restated Bylaws
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Articles of Amendment
filed pursuant to §7-90-301, et seq. and to §7-110-106
of the Colorado Revised Statutes (C.R.S.)
ID number: 19941010033
1. Entity name:
PRO-DEX, INC.
(If changing the name of the corporation, indicate name
BEFORE the name change)
2. New Entity name:
(if applicable)
___________________________________________
3. Use of Restricted Words (If any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box): |
q
bank or
trust or any derivative thereof
q credit union q savings and loan q insurance, casualty, mutual, or surety
|
4. Other amendments, if any, are attached. See Exhibit A.
5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.
6. If the corporations period of duration
as amended is less than perpetual, state
the date on which the period of duration
expires: _____________________________________
(mm/dd/yyyy)
OR
If the corporations period of duration as amended is perpetual, mark this box: q
7. (Optional) Delayed effective date: _______________________________
(mm/dd/yyyy)
Notice:
Causing this documents to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individuals act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes.
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This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.
8. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing: Ritchey Jeff
___________________ ________________ ______________
(Last) (First) (Middle)
151 E Columbine Ave.
_________________________________________________________
(Street name and number or Post Office information)
Santa Ana CA 92707
__________________ ______________ ______________
(City) (State) (Postal/Zip Code)
_______________________ ______________________
(Province if applicable) (Country if not US)
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of
any additional individuals causing the document to be delivered for filing, mark this box q and include an attachment stating the name and
address of such individuals.
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This form, and any related instructions, are not intended to provide legal, business or tax advice, and are
offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the users attorney.
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EXHIBIT A
TO
ARTICLES OF AMENDMENT
FOR
PRO-DEX, INC
COLORADO ID NO. 19941010033
Item No. 4. Text of Amendment:
Article 9: The number of directors of the Corporation shall be
fixed in accordance with the Bylaws of the Corporation. The
Board of Directors shall not be split in to separate classes nor
staggered. The adoption of this Article shall not serve to shorten
the current term of any member of the Board of Directors as of
December 4, 2007.
AMENDED AND RESTATED
BYLAWS
OF
PRO-DEX, INC.
At any meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business must be (a) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before a meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. A shareholders notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, (ii) the name and address, as they appear on the Corporations books, of the shareholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 2.2. To be timely, a shareholders notice must be received at the principal executive offices of the Corporation in accordance with the time period or periods set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor thereto.
Subject to the rights of the holders of any class or series of stock having the right to elect a director or directors, nominations for the election of directors may be made by the Board of Directors or by any shareholders entitled to vote for the election of directors. Any shareholder entitled to vote for the election of directors may nominate at the meeting persons for election as directors only if written notice of such shareholders intent to make such nomination is given. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of each person to be nominated, (b) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice of directors, (c) a description of all arrangements or understandings between the shareholder and each proposed nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission for such nominee to be nominated by the Board, and (e) the consent of each proposed nominee to serve as a director of the Corporation if so elected. For a director nomination to be timely, a shareholders notice concerning such nomination and containing the information set forth above, must be received at the principal executive offices of the Corporation in accordance with the time period or periods set forth in rule 14a-8 under the Securities and Exchange Act of 1934, as amended, or any successor thereto.
The presiding officer at any meeting may refuse to permit any business to be brought before such meeting without compliance with the foregoing procedures and at any meeting of shareholders to elect directors may refuse to permit the nomination of any persons to be made without compliance with the foregoing procedures.
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