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: March 12, 1999
PRO-DEX, INC.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-14942
Colorado 84-1261240
(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. None.
ITEM 3. Bankruptcy or Receivership. None.
ITEM 4. Changes in Registrant's Certifying Registered Accountant. None.
ITEM 5. Other Events.
On March 8, 1999, the Registrant distributed shares of Pro-Dex, Inc.
common stock owned by the Micro Motors Employee Ownership Plan (the "Plan").
The Registrant previously made application for and received a favorable
determination from the Internal Revenue Service with respect to the
termination of the Plan and distribution of its shares. The shares,
acquired by the Plan in conjunction with the 1995 merger of Micro Motors,
Inc. into a wholly owned subsidiary of the Registrant, were issued without
restriction to non-affiliate participants. Of the 1,042,195 shares
transferred to participants, 481,513 are held by affiliates of the Registrant.
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
