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<SEC-DOCUMENT>0001275287-06-004403.txt : 20060814
<SEC-HEADER>0001275287-06-004403.hdr.sgml : 20060814
<ACCEPTANCE-DATETIME>20060814152147
ACCESSION NUMBER:		0001275287-06-004403
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060814
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060814
DATE AS OF CHANGE:		20060814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRO DEX INC
		CENTRAL INDEX KEY:			0000788920
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				841261240
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14942
		FILM NUMBER:		061029747

	BUSINESS ADDRESS:	
		STREET 1:		MICRO MOTORS, INC.
		STREET 2:		151 EAST COLUMBINE
		CITY:			SANTA ANA
		STATE:			CA
		ZIP:			92707
		BUSINESS PHONE:		714-241-4411

	MAIL ADDRESS:	
		STREET 1:		MICRO MOTORS INC.
		STREET 2:		151 EAST COLUMBINE
		CITY:			SANTA ANA
		STATE:			CA
		ZIP:			92707
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>pd6858.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  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))

================================================================================

<PAGE>

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
<PAGE>

                                   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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>pd6858ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

         PRO-DEX, INC. PROVIDES PRELIMINARY FISCAL 2006 YEAR END UPDATE

   Company Expects Annual Sales Growth of 23% to $17.1 Million, an Increase of
                  $3.3 Million, and Updates Earnings Estimates

    SANTA ANA, Calif., Aug. 14 /PRNewswire-FirstCall/ -- PRO-DEX, INC. (Nasdaq:
PDEX) a developer and manufacturer of embedded motion control, miniature rotary
drive systems and fractional horsepower DC motors, which enables speed-to-market
for customers who serve the medical, dental, factory automation, scientific
research, aerospace and military markets, today announced that based on
preliminary results for the year ended June 30, 2006, the Company expects to
report quarterly sales of $5.3 million, a sequential increase of 27 percent
compared to the third quarter and an increase of 22 percent compared to the $4.4
million reported during the fourth quarter of fiscal 2005. For the fiscal year,
the Company expects to report revenues of $17.1 million, 23% higher than the
$13.8 million we reported for fiscal year 2005 and exceeding the range projected
in April 2006. Earnings for the year are expected to be between $0.06 and $0.09
per share, compared to the Company's previous guidance of between $0.11 and
$0.13 per share.

    The Company strengthened its balance sheet by reducing debt, and completed
the year with $358,000 in cash-on-hand and with $1.1 million of our credit line
available. The Company enters fiscal year 2007 with $11.1 million in backlog
compared to $7.9 million at the end of last fiscal year, an increase of 40
percent.

    Jeff Ritchey, CFO and interim President and CEO of Pro-Dex, commented, "We
had a nice increase in our sales and have continued to address the unfavorable
design and manufacturing cost issues which have impacted our results during the
past few quarters. We have made several system and manufacturing improvements
which we believe will provide the foundation that will allow us to once again
take advantage of the operating leverage in our business model and drive future
profitability." Addressing the prospects for the new fiscal year, "Our improved
fourth quarter profit performance compared to the third quarter of fiscal 2006
and larger backlog provides us with further confidence for continued
improvements in fiscal year 2007. We look forward to discussing the year's
accomplishments in more detail during our conference call in September."

    Pro-Dex Inc., with operations in Santa Ana, California, Beaverton, Oregon
and Carson City Nevada, specializes in bringing speed to market in the
development and manufacture of technology-based solutions that incorporate
embedded motion control, miniature rotary drive systems and fractional
horsepower DC motors, serving the medical, dental, semi-conductor, scientific
research and aerospace markets. Pro-Dex's products are found in hospitals,
dental offices, medical engineering labs, scientific research facilities,
commercial and military aircraft, and high tech manufacturing operations
globally.

    For more information, visit the Company's website at www.pro-dex.com.

    Statements herein concerning the Company's plans, growth and strategies may
include 'forward-looking statements' within the context of the federal
securities laws. Statements regarding the Company's future events, developments
and future performance, as well as management's expectations, beliefs, plans,
estimates or projections relating to the future, are forward-looking statements
within the meaning of these laws. The Company's actual results may differ
materially from those suggested as a result of various factors. Interested
parties should refer to the disclosure concerning the operational and business
concerns of the Company set forth in the Company's filings with the Securities
and Exchange Commission.

SOURCE  Pro-Dex, Inc.
    -0-                             08/14/2006
    /CONTACT:  Jeff Ritchey, CEO, CFO, & Secretary of Pro-Dex, Inc.,
+1-714-241-4411; or Investor Relations, Matthew Hayden of Hayden
Communications, Inc., +1-858-704-5065, for Pro-Dex, Inc./
    /Web site:  http://www.pro-dex.com /
    (PDEX)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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