UNITED STATES
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

Date of Report
(Date of earliest event reported)
April 12, 2006

PRO-DEX, INC.
(Exact name of registrant as specified in its charter)

151 East Columbine Avenue
Santa Ana, California 92707
(Address of Principal Executive Offices)

(714) 241-4411
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 1.02        Termination of a Material Definitive Agreement

On April 12, 2006, the Company accepted the resignation of Patrick Johnson as the Company's Chief Executive Officer (as previously reported on the Company's Form 8-K filed April 17, 2006).  The purpose of this filing is to make clear that in connection with and on the date of such resignation, the Employment Agreement with Mr. Johnson dated November 22, 2005, was terminated. 

 

 

 

 

 

 

 

 

 

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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.

Date: April 24, 2006	PRO-DEX, INC.
	By:       /s/  Jeff Ritchey
	Jeff Ritchey
	Chief Executive Officer

 

 

 

 

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