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 6, 2012
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) |
(I.R.S. Employer Identification Number) |
2361 McGaw Avenue
Irvine, Ca. 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)) |
| Item 2.02. | Results of Operations and Financial Condition. |
The information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 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 6, 2012, Pro-Dex, Inc. (the “Company”) issued a press release providing an overview of its Operating Plan for the fiscal year ending June 30, 2013 (the “Fiscal 2013 Operating Plan”) and disclosing selected preliminary unaudited financial results for its fiscal year ended June 30, 2012 (the “Preliminary Fiscal 2012 Results”). A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by reference.
On that same date, the Company is holding a conference call with respect to the Fiscal 2013 Operating Plan and Preliminary Fiscal 2012 Results. The conference call may contain forward-looking statements regarding the Company including cautionary factors that could cause actual results to differ materially from those anticipated. The Company expects to furnish an audio recording of the conference call on its website as soon as it is available.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit 99.1 | Press Release dated August 6, 2012. | |
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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: August 6, 2012 | PRO-DEX, INC (REGISTRANT). | |||||
| By: | /s/ Harold A. Hurwitz | |||||
| Harold A. Hurwitz | ||||||
| Chief Financial Officer | ||||||
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INDEX TO EXHIBITS
| Exhibit |
Description | |
| Exhibit 99.1 | Press Release dated August 6, 2012. | |
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