Unassociated Document
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)
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COLORADO
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0-14942
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84-1261240
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(State
or other
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(Commission
File Number)
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(I.R.S.
Employer
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jurisdiction
of
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Identification
Number)
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incorporation)
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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
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(d)
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Exhibits.
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The following material is filed
as an exhibit to this Current Report on Form
8-K:
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Exhibit
3.1 |
Articles
of Amendment to Articles of Incorporation |
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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). |
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By:
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/s/ Jeffrey
J. Ritchey |
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Jeffrey
J. Ritchey |
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Chief
Financial Officer and Secretary |
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INDEX
TO EXHIBITS
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Exhibit
Number |
Description
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Exhibit
3.1 |
Articles
of Amendment to Articles of Incorporation
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Exhibit
99.1 |
Press
release of Pro-Dex Inc., dated June 18, 2010, announcing reverse stock
split
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