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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 (FEE REQUIRED)
Date of Report: November 3, 1995
PRO-DEX, INC.
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(Exact Name of Registrant as Specified in its Charter)
Commission File No. 0-14942
Colorado 84-1261240
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State or Other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
1401 Walnut Street, Suite 500, Boulder, CO 80302
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(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number, Including Area Code: (303) 443-8165
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ITEM 4. Change of Accountants. Effective November 3, 1995, Henry Vanderzee
ceased to serve as the independent accountant to audit the registrant's
financial statements. Mr. Vanderzee served as the Company's independent
certifying accountant for the fiscal years ended June 30, 1995 and June 30,
1994, as well as prior years.
(i) The former accountant was removed by action of the Board of Directors
of Registrant, effective November 3, 1995. On such date, the Board of Directors
of Registrant appointed McGladrey & Pullen, L.L.P. as Registrant's independent
certifying accountant for Registrant's financial statements for the year ending
June 30, 1996. McGladrey & Pullen had audited the financial statements of
Oregon Micro Systems, Inc. and Micro Motors, Inc., two subsidiaries acquired by
the Registrant on July 26, 1995, for the fiscal years of such companies ending
March 31, 1995.
(ii) The former accountant's report on the financial statements for the
past two years contained no adverse opinion or disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope, or accounting
principals.
(iii) The decision to change accountants was approved by the Board of
Directors.
(iv) During the Registrant's two most recent years and the subsequent
interim period preceding resignation of the former accountant, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or audit scope or procedure.
(v) No reportable event specified in paragraphs (a)(2)(v)(A) through (D) of
Item 304 of Regulation S-K occured with respect to Registrant.
SIGNATURE(S)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PRO-DEX, INC.
By: /s/
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George J. Isaac, Vice President and
Chief Financial Officer
November 30, 1995
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HENRY VANDERZEE
CERTIFIED PUBLIC ACCOUNTANT
1460 Maria Lane, Suite 270
Walnut Creek, California 94596
(510) 932-6930
(510) 932-6637
November 3, 1995
Securities and Exchange Commission
Washington, DC 20549
I was previously the independent accountant for Pro-Dex, Inc., and on September
22, 1995, I reported on the consolidated financial statements of Pro-Dex, Inc.
and Subsidiaries as of and for the two years ended June 30, 1995. On November
3, 1995, I was dismissed as independent accountant of Pro-Dex, Inc. I have read
Pro-Dex, Inc.'s statements included under Item 4 of its Form 8-K dated November
3, 1995 and I agree with such statement.
Yours truly,
/S/
Henry Vanderzee, CPA
