PRO DEX INC — Annual Report 2004

Sep 30, 2004

10KSB/A 1 prodex10ksb.htm Prepared by E-Services - www.edgar2.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A (Amendment No. 1)

[X] ANNUAL Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended June 30, 2004

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to .

Commission File Number 0-14942

PRO-DEX, INC. (Name of small business issuer in its charter)

Colorado	84-1261240
(State
or Other Jurisdiction of	(IRS
Employer Identification No.)
Incorporation
or Organization)
151
E. Columbine Avenue, Santa Ana, California 92707
(Address
of Principal Executive Offices)
Issuer's
telephone number: ( 714) 241-4411

Securities registered under Section 12(b) of the Exchange Act:

	Name of each exchange
Title of each class	on which registered
None	None

Securities registered under Section 12(g) of the Exchange Act:

Common stock, no par value (Title of class)

Check whether the issuer (1) has filed all reports required by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year were $14,200,000.

The aggregate market value of the voting stock held by non-affiliates computed by reference to the closing price as of September 17, 2004 was $22,031,000. For the purpose of this calculation, shares owned by officers, directors and 10% stockholders known to the registrant have been deemed to be owned by affiliates. This determination of affiliate status is not a determination for other purposes.

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock outstanding as of the latest practicable date: 8,862,012 shares of Common Stock, no par value, as of September 17, 2004.

DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates by reference certain information from the registrant's definitive proxy statement (the "Proxy Statement") for the 2004 Annual Meeting of Shareholders. Certain exhibits are set forth in the Exhibit Index. The Exhibit Index begins on sequentially numbered page 40.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

Note: Filing was amended to include revised Exhibit 32

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRO-DEX INC.
By: / s / Patrick Johnson
-----------------------------
Patrick Johnson
Chief Executive Officer
and President

In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

| /
s / Patrick Johnson | September
27, 2004 |
| --- | --- |
| --------------------------------- | ------------------------------------ |
| Patrick
Johnson | Date |
| President
and Chief Executive Officer | |
| (Principal
Executive Officer) | |
| /
s / Jeffrey J. Ritchey | September
27, 2004 |
| --------------------------------- | ------------------------------------- |
| Jeffrey
J. Ritchey | Date |
| Treasurer,
Chief Financial Officer & Secretary | |
| (Principal
Financial and Accounting Officer) | |
| /
s / George J. Isaac | September
27, 2004 |
| ---------------------------------- | ---------------------------------------- |
| George
J. Isaac | Date |
| Director | |
| /
s / Mark P. Murphy | September
27, 2004 |
| --------------------------------- | --------------------------------------- |
| Mark
P. Murphy | Date |
| Director | |
| /
s / Michael Mesenbrink | |
| --------------------------------- | September
27, 2004 |
| Michael
Mesenbrink | ---------------------------------------- |
| Director | Date |
| /
s / Valerio Giannini | |
| --------------------------------- | September
27, 2004 |
| Valerio
Gianinni | ---------------------------------------- |
| Director | Date |