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)
January 14, 2010

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

COLORADO
  
0-14942
  
84-1261240
(State or other
  
(Commission File Number)
  
(I.R.S. Employer
jurisdiction of
      
Identification Number)
incorporation)
  
  
  
  

2361 McGaw Avenue, Irvine, California 92614
(Address of principal executive offices, zip code)

(949) 769-3200
(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 8.01.    Other Events
 
On January 22, 2009, the Company issued a press release regarding an update concerning one of its customers; the text of the press release is attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1   Press release dated January 22, 2010 of Pro-Dex, Inc.
 
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:  January 22, 2010
PRO-DEX, Inc (Registrant).
     
 
By:  
/s/  Mark P. Murphy
   
Mark P. Murphy
   
Chief Executive Officer

 
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