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)
June 17, 2010


PRO-DEX, INC.
(Exact name of registrant as specified in its charter)

COLORADO
0-14942
84-1261240
(State or other
(Commission File Number)
(I.R.S. Employer
jurisdiction of
 
Identification Number)
incorporation)
   

2361 McGaw Avenue, Irvine, California 92614
(Address of principal executive offices, zip code)

(949) 769-3200
(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):
 
     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o   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
 
On June 17, 2010 Pro-Dex, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (“Amendment”) in order to effect a 1-for-3 reverse stock split of the Company’s common stock effective on June 17, 2010.
 
As a result of the reverse stock split, every 3 shares of the Company’s common stock issued and outstanding on June 17, 2010 will be combined into 1 share of common stock.  The reverse stock split will not change the authorized number of shares or the par value of the Company’s common stock.
 
No fractional shares will be issued in connection with the reverse stock split.  If, as a result of the reverse stock split, a stockholder would otherwise hold a fractional share, the number of shares received by such stockholder will be rounded up to the next whole number.
 
Following the reverse stock split, the Company expects to have approximately 3.3 million shares of common stock outstanding.  The reverse stock split will affect all shares of the Company’s common stock, including common stock underlying stock options that are outstanding immediately prior to the effective time of the reverse stock split.
 
Additional information about the reverse stock split is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 19, 2009.
 
The Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.  The press release announcing the reverse stock split is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01                                  Financial Statements and Exhibits

 
(d)
Exhibits.
The following material is filed as an exhibit to this Current Report on Form 8-K:
       
    Exhibit 3.1   Articles of Amendment to Articles of Incorporation
       
    Exhibit 99.1   Press release of Pro-Dex Inc., dated June 18, 2010, announcing reverse stock split

 
 
 
 
                            
 
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:   June 18, 2010    PRO-DEX, Inc (Registrant).  
       
 
By:
/s/ Jeffrey J. Ritchey  
    Jeffrey J. Ritchey  
    Chief Financial Officer and Secretary  
       
 
 
 
 
 
INDEX TO EXHIBITS

    Exhibit Number
Description
       
    Exhibit 3.1  
Articles of Amendment to Articles of Incorporation
       
    Exhibit 99.1  
Press release of Pro-Dex Inc., dated June 18, 2010, announcing reverse stock split


 
EXHIBIT 3.1

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PRO-DEX, INC.

 
Pursuant to the provisions of the Colorado Business Corporation Act, Pro-Dex, Inc. hereby adopts the following Articles of Amendment to its Articles of Incorporation:
 
FIRST:  The name of the corporation is Pro-Dex, Inc.
 
SECOND:  The following paragraph shall be inserted immediately following the first paragraph of Article 3 of the Articles of Incorporation of Pro-Dex, Inc.:
 
Upon the filing of these Articles of Amendment to the Articles of Incorporation, each three (3) issued and outstanding shares of Common Stock at such time shall be automatically reclassified and changed into one (1) share of Common Stock, without any action by the holder thereof; provided, however, that fractional shares shall be rounded up to the nearest whole share.  These Articles of Amendment to the Articles of Incorporation will not affect the number or the par value of authorized shares.
 
THIRD:  The foregoing amendment to the Articles of Incorporation of Pro-Dex, Inc. was adopted on December 4, 2009, as prescribed by the Colorado Business Corporation Act, by a vote of the shareholders of the corporation. The number of shares voted for the amendment was sufficient for approval.
 
 
     
       
Date: June 17, 2010
 
/s/ Mark P. Murphy  
    Mark P. Murphy  
    Chief Executive Officer and President  
       
     
       
Date: June 17, 2010
/s/ Jeffrey J. Ritchey  
    Jeffrey J. Ritchey  
   
Chief Financial Officer and Secretary
 
       

Exhibit 99.1
 

 
  Contact:    Mark Murphy, Chief Executive Officer
    (949) 769-3200
     
 
For Immediate Release


PRO-DEX, INC. 1:3 REVERSE STOCK SPLIT TAKES EFFECT


IRVINE, CA,   June 18 , 20 10 - PRO-DEX, INC. (N ASDAQ : PDEX) today announced that the previously disclosed 1-for-3 reverse stock split of the Company’s common stock will become effective at the start of NASDAQ trading today.  Pro-Dex’s shares will continue to trade on The NASDAQ Capital Market under the symbol “PDEX,” with the fifth character “D” added to the end of the trading symbol for a period of 20 trading days to indicate the reverse stock split has occurred.  The Company’s symbol will revert back to its original symbol “PDEX” on July 19, 2010.  Pro-Dex’s common stock has been assigned the new CUSIP number 74265M 205.

Additional information about the reverse stock split is available in Pro-Dex’s definitive proxy statement filed with the Securities and Exchange Commission on October 19, 2009 and the Form 8-K filed June 18, 2010.

The 1-for-3 reverse stock split automatically converts three current shares of Pro-Dex’s common stock into one new share of common stock.  The reverse split, which was approved by Pro-Dex’s shareholders in December 2009, reduces the number of shares of outstanding common stock from approximately 9.8 million as of the filing date of the Company’s most recent Quarterly Report on Form 10-Q (April 29, 2010) to approximately 3.3 million.  It will also affect all issued and outstanding shares of the Company’s common stock and the shares of common stock underlying stock options that are outstanding immediately prior to the effective date of the reverse stock split.  Each shareholder’s new share count will be rounded up to the nearest whole share if the number of shares is not evenly divisible by the ratio of the reverse split.  The reverse stock split will not negatively affect any of the rights that accrue to holders of Pro-Dex common stock and shares of common stock underlying stock options that are outstanding immediately prior to the effective date of the reverse stock split.

When the reverse split takes effect, shareholders holding certificated shares or shares through a brokerage account will have their shares automatically adjusted to reflect the reverse stock split on the effective date.  The issuance of new stock certificates will not be required, however, stockholders may, if they choose, obtain a new certificate from Pro-Dex’s transfer agent for a customary exchange and mailing fee.   Additional information will be directly mailed to holders of certificated shares.

Pro-Dex, Inc., with operations in California, Oregon and Nevada, specializes in bringing speed to market in the development and manufacture of technology-based solutions that incorporate miniature rotary drive systems, embedded motion control and fractional horsepower DC motors, serving the medical, dental, semi-conductor, scientific research and aerospace markets.   Pro-Dex's products are found in hospitals, dental offices, medical engineering labs, commercial and military aircraft, scientific research facilities and high tech manufacturing operations around the world.
 
 
 
 

 
Statements herein concerning the Company's plans, growth and strategies may include 'forward-looking statements' within the context of the federal securities laws. Statements regarding the Company's future events, developments and future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors. Interested parties should refer to the disclosure concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.