================================================================================
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)
August 14, 2006
PRO-DEX, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-14942 84-1261240
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
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 August 14, 2006, Pro-Dex, Inc. issued a press release disclosing,
among other things, unaudited projected revenues of $17.1 million and that the
Company completed its fourth quarter with an open order backlog of more than
$10.5 million. A copy of the press release is attached to this Form 8-K as
Exhibit 99.1.
ITEM 7.01 REGULATION FD DISCLOSURE
--------- ------------------------
On August 14, 2006, the Company determined that it expects to meet or exceed
previously provided revenue guidance and that it does not expect to meet
previously provided earnings guidance for its fiscal year ending June 30, 2006.
For the fiscal year ending June 30, 2006, the Company expects to report revenues
of $17,100,000 and earnings per share of $0.06 to $0.09. Previous guidance was
revenues of $15,000,000 to $17,000,000 and earnings per share of $0.11 to $0.13.
The principal reason for the revised earnings guidance is product warranty cost
issues. The Company believes that the issues have been defined and are being
adequately addressed.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
--------- ---------------------------------
(d) Exhibits.
Exhibit 99.1 Press release dated August 14, 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: August 14, 2006 PRO-DEX, INC (REGISTRANT).
By: /s/ Jeffrey J. Ritchey
--------------------------
Jeffrey J. Ritchey
Chief Executive Officer
3