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): September 19, 2017


PRO-DEX, INC.

(Exact name of registrant as specified in its charter)


Colorado

0-14942

84-1261240

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)


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:

 

¨

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))


Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company   ¨

 


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨


 

 

 

 



 



Item 1.01

Entry into a Material Definitive Agreement.


On September 19, 2017, Pro-Dex, Inc. (the “Company”) entered into a Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net (the “Second Amendment”) with Irvine Business Properties, a California general partnership (“Lessor”). The Second Amendment amends that certain Standard Industrial Commercial Multi-Tenant Lease – Net (the “Lease”) between the Company and Lessor dated August 17, 2007, as amended by the First Amendment to Lease dated July 1, 2013 (the “First Amendment”).  The Lease covers approximately 28,180 square feet of office and industrial space located at 2361 McGaw Avenue, Irvine, California that comprises the Company’s executive offices and Irvine, California manufacturing facility.


The Second Amendment extends the term of the Lease to September 30, 2027 and provides for an initial $2,958 reduction in the monthly base rent (as compared to the monthly base rent that is currently payable under the terms of the First Amendment) beginning on October 1, 2017, with 3% annual increases thereafter. As result, the base rent is $36,493.10 per month from October 1, 2017 through September 30, 2018, and increases by 3%, or $1,094.79, on October 1, 2018 and an additional 3% per month on each October 1 thereafter during the term.


Except as expressly set forth in the Second Amendment, the remaining terms of the Lease remain unchanged. A complete copy of the Lease is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2007 and is incorporated herein by reference. A complete copy of the First Amendment is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 17, 2013 and is incorporated herein by reference. A complete copy of the Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Any summary or description contained herein of either the Lease, the First Amendment or the Second Amendment is qualified in its entirety by reference to the complete text of the Lease as amended by the First Amendment and Second Amendment.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit

Number

 

Description

10.1

 

Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net by and between Irvine Business Properties and Pro-Dex, Inc., dated September 19, 2017.




 



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:  September 20, 2017

Pro-Dex, Inc.

 

 

 

 

 

 

By:

/s/ Alisha K. Charlton

 

 

Alisha K. Charlton

 

 

Chief Financial Officer








 


INDEX TO EXHIBITS


Exhibit

Number

 

Description

10.1

 

Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net by and between Irvine Business Properties and Pro-Dex, Inc., dated September 19, 2017.






 


Exhibit 10.1



SECOND AMENDMENT TO
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET


THIS SECOND AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET (this “ Amendment ”) is entered into on September 19, 2017 (the “ Effective Date ”), by and between IRVINE BUSINESS PROPERTIES, a California general partnership (“ Lessor ”), on the one hand, and PRO-DEX, INC., a Colorado corporation (“ Lessee ”) (Lessee and Lessor each, a “ Party ,” and together collectively, the “ Parties ”), on the other hand.


RECITALS


A.

Lessor and Lessee entered into that certain Standard Industrial/Commercial Multi-Tenant Lease – Net dated August 3, 2007 (the “ Original Lease ”), as amended by that certain First Amendment to Lease dated July 1, 2013 (the “ First Amendment ”) (the Original Lease and First Amendment are collectively referred to as the “ Lease ”) by and between the Parties, for the Premises located at 2361 McGaw Avenue, Irvine, California  92614 and as further described therein.  Except as otherwise expressly provided for herein, capitalized terms used herein shall have the meanings given them in the Lease.


B.

The Parties desire to amend the Lease on the terms set forth in this Amendment.


AGREEMENT


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.

Lease Term Extended .  Notwithstanding anything to the contrary contained in the Lease, the Term of the Lease shall be extended to, and expire and terminate on, September 30, 2027 at 11:59 p.m. PST.


2.

Base Rent Adjustment .  Base Rent for the periods described below shall be as follows:


Effective Date through September 30, 2017

$39,452.00 per month

October 1, 2017 through September 30, 2018

 $36,493.10 per month

October 1, 2018 through September 30, 2019

 $37,587.89 per month

October 1, 2019 through September 30, 2020

 $38,715.53 per month

October 1, 2020 through September 30, 2021

 $39,877.00 per month

October 1, 2021 through September 30, 2022

 $41,073.31 per month

October 1, 2022 through September 30, 2023

 $42,305.50 per month

October 1, 2023 through September 30, 2024

 $43,574.67 per month

October 1, 2024 through September 30, 2025

 $44,881.91 per month

October 1, 2025 through September 30, 2026

 $46,228.37 per month

October 1, 2026 through September 30, 2027

 $47,615.22 per month


3.

Improvements to the Premises .  Lessee acknowledges that Lessor has no obligation to make any additions, alterations or improvements to the Premises (“ Tenant Improvements ”) during the Term covered by this Amendment or otherwise.  Any Tenant Improvements during the Term shall be at Lessee’s sole cost and expense, and subject to the prior written consen t of Lessor; provided, however ,



1



 


Lessee acknowledges that if the proposed Tenant Improvements require a permit or inspection, and the governing agency requires or is anticipated to require other work to be done at the property as a condition to the performance of the work or as a result of the application to perform such work, Lessor may condition its approval on Lessee’s performance of such additional work at Lessee’s cost. Notwithstanding anything to the contrary contained in the Lease, including but not limited to Paragraph 7.2 thereof, all roof repairs affecting the Premises shall be the responsibility of Lessee, at Lessee’s sole cost and expense.


4.

Parking Spaces .  Notwithstanding anything to the contrary contained in the Lease, including but not limited to Paragraph1.2(b) thereof, Lessee or persons designated by Lessee shall have the right to use during the Term of the Lease, on an unreserved basis, up to ninety-six (96) parking spaces located in the Building parking lot.


5.

Commission .  Each of the Parties represent and warrant to the other that it has not engaged a broker or agent in connection with the negotiations of this Lease other than Madison Street Partners (Greg Marshall) (“ Lessee’s Broker ”), representing Lessee, and that they know of no other real estate brokers or agents who are or claim to be entitled to a commission in connection with this Amendment.  The Parties agree to defend, indemnify and hold harmless the other from and against any liability or claim, whether meritorious or not, arising with respect to any such broker and/or agent known to such Party and not so named.  Lessor shall pay a one-time commission to Lessee’s Broker in the amount of Seventy-Five Thousand and 00/100 Dollars ($75,000.00), payable upon the full execution of this Amendment, and representing the full and final payment to Lessee’s Broker in connection with the Lease.


6.

Unaltered Provisions .  The remaining Lease provisions not explicitly mentioned herein shall remain unaltered and in full force and effect.


7.

Entire Agreement .  This Amendment constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof.


8.

Counterparts .  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement, with the same effect and validity as a single, original agreement signed by all of the Parties. 


[SIGNATURE PAGE FOLLOWS]




 


IN WITNESS WHEREOF, the Parties have executed this Amendment, effective on the date first set forth above.



 

LESSOR :

 

 

 

 

IRVINE BUSINESS PROPERTIES,  

 

a California general partnership

 

 

 

 

By:

/s/ Brian Benoit

 

Name:

Brian Benoit

 

Title:

CFO

 

 

 

 

 

 

 

LESSEE :

 

 

 

 

PRO-DEX, INC.,  

 

a Colorado corporation

 

 

 

 

By:

/s/ Richard Van Kirk

 

Name:

Richard Van Kirk

 

Title:

CEO




[SIGNATURE PAGE TO SECOND AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET]