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: April 30, 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 of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
1401 Walnut Street, Suite 540, Boulder, Colorado 80302
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(Address Of Principal Executive Offices, Including Zip
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 April 25, 1997, consistent with the decision of it's
Board of Directors as announced on February 12, 1997, the
Registrant completed the unwinding of the transaction
pursuant to which the Registrant acquired the assets of Pnu-Light
Tool Works, Inc., a Missouri corporation,including United States
patent No. 5,267,129 entitled "Pneumatic Lighting Apparatus". The
anticipated synergy between the Registrant's Pnu-Light,
Inc. and Micro Motors, Inc. subsidiaries did not meet
expectations, and, therefore, in accordance with the procedures
set forth in the May 11, 1996 Asset Purchase Agreement between
Registrant and Pnu-Light Tool Works, Inc., Martech, Inc., the
survivor of Pnu-Light Tool Works, Inc., has re-conveyed to
Registrant all 368,483 shares of Registrant's common stock
that were issued to Martech, Inc.pursuant to the Asset
Purchase Agreement, and, Registrant, in exchange, assigned
United States Patent No. 5,267,129 to Martech, Inc. Pursuant
to the Asset Purchase Agreement, the Registrant will retain a
non-exclusive, fully paid, world wide license to the technology
as well as the proprietary information developed since the
date of acquisition.
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
