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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)
April 12, 2006
PRO-DEX, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-14942 84-1261240
(State or other jurisdiction (Commission (IRS Employer
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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 17, 2006, the Company issued a press release disclosing, among other
things, that the Company completed its third quarter with an open order backlog
of more than $10 million, including over $9 million deliverable within the next
12 months. A copy of the press release is attached to this Form 8-K as Exhibit
99.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On April 12, 2006, the Company accepted the resignation of Patrick Johnson as
the Company's Chief Executive Officer. Mr. Jeff Ritchey, the Company's Chief
Financial Officer, will serve as interim Chief Executive Officer as well as
continuing his duties as Chief Financial Officer, Treasurer and Secretary. Mr.
Ritchey, age 43, joined the Company's Micro Motors subsidiary as Controller in
August 2001 and assumed the Chief Financial Officer position in July 2002 and
Secretary position in October 2003. Mr. Ritchey's previous experience includes
serving as the Controller and Finance Director of Tycom Corporation from 1997 to
2001, and corporate and operational positions at Hughes Electronics and DIRECTV
(subsidiaries of General Motors) from 1990 to 1997. Mr. Ritchey received B. S.
degrees in Economics and Finance and a M.S. degree in Finance from the
University of Arizona and is a Chartered Financial Analyst ("CFA")
charterholder.
Mr. Johnson will remain with the company as its Executive Vice President and
Chief Business Development Officer. He also remains on the Company's Board of
Directors.
The Board has formed an executive search committee to oversee the search for a
successor Chief Executive Officer. The Company has no plans to make any
additional executive leadership changes at this time.
ITEM 7.01 REGULATION FD DISCLOSURE
On April 12, 2006, the Company determined that it does not expect to meet
previously provided guidance for its fiscal year ending June 30, 2006.
For the fiscal year ending June 30, 2006 the Company expects to report revenues
of $15,000,000 to $17,000,000 and earnings per share of $0.11 to $0.13. Previous
guidance was: revenues of $16,000,000 to $18,000,000 and earnings per share of
$0.17 to $0.19.
The principal reason for the revised guidance is delays in the engineering and
shipping of next generation production orders originally expected to be shipped
this fiscal year. The Company believes that the issues have been defined and are
being adequately addressed. The delayed orders are expected to ship in the first
and second quarters of the next fiscal year.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
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Exhibit 99.1 Press Release dated April 17, 2006 concerning
resignation of Patrick Johnson as Chief Executive
Officer and financial guidance.
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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: April 17, 2006 PRO-DEX, INC.
By: /s/ Jeff Ritchey
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Jeff Ritchey
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated April 17, 2006 concerning resignation of
Patrick Johnson as Chief Executive Officer and guidance.
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