SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Date of Report: June 12, 1997
PRO-DEX,INC.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-14942
Colorado 84-1261240
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
1401 Walnut Street, Suite 540, Boulder, Colorado 80302
(Address Of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number,
Including Area Code: (303) 443-6136
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. Changes in the Control of Registrant. None.
ITEM 2. Acquisition or Disposition of Assets.
On June 11, 1997, consistent with the decision of its
Board of Directors, the Registrant completed the sale of its
dental clinic management operation in California.The
transaction pursuant to which the assets, with certain
exceptions to include the accounts receivable, were sold to
Professional Dental Management, L.L.C., a California Limited
Liability Company whose managing member was previously the
President of the Registrant's subsidiary and former Director
of the Registrant, provides that Professional Dental
Management, L.L.C. assume approximately $670,000.00 of Pro-
Dex Management, Inc. liabilities in exchange for the
inventory, property, and equipment of the dental clinic
management company. Pro-Dex Management, Inc. will retain its
accounts receivable in the amount of approximately 1.8
million dollars which will be collected over the next 12 - 24
months with the assistance of Professional Dental Management,
Inc. The losses from operations of Pro-Dex Management, Inc.
have been reported on a discontinued basis since the
announcement by the Registrant's Board of Directors of its
intent to sell the assets of its wholly owned subsidiary.
ITEM 3. Bankruptcy or Receivership. None.
ITEM 4. Changes in Registrant's Certifying Registered
Accountant. None.
ITEM 5. Other Events. None.
ITEM 6. Resignation of Registrant's Directors. None.
ITEM 7. Financial Statements and Exhibits. None.
ITEM 8. Changes in Fiscal Year. None.
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.
PRO-DEX, INC.
___________________________
George J. Isaac
Chief Financial Officer
