SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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: February 20, 1997
PRO-DEX, INC.
-----------------
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-14942
Colorado 84-1261240
- ------------------------------- ----------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification 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 February 12, 1997, the Registrant's Board of
Directors, announced it's intent, pursuant to the provisions of
the Asset Purchase Agreement entered on May 11, 1997, to unwind
the transaction pursuant to which the Registrant acquired the
assets of Pnu-Light Tool Works, Inc., a Missouri corporation.
Due to the failure of the expected synergy between the Company's
Pnu-Light, Inc. and Micro Motors, Inc. subsidiaries and the
market potential not being realized, the Company's Board of
Directors elected to report the operations of the Pnu-Light, Inc.
subsidiary on a discontinued basis, and in accordance with the
unwind provisions of the Asset Puchase Agreement, convey and return
the assets of Pnu-Light, Inc. to its former owners in exchange for
368,483 shares of the Company's stock issued therefore. The unwind
of the transaction is expected to be completed not later than March
21st, 1997 pursuant to the unwind provisions of the Asset Purchase
Agreement.
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.
By: /s/___________________________
George J. Isaac, Vice President and
Chief Financial Officer
February 20, 1997
- -----------------
