8-K

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): July 18, 2008

Innovex, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

000-13143	41-1223933
(Commission File Number)	(I.R.S. Employer Identification No.)

3033 Campus Drive, Suite E180 Plymouth, MN	55441
(Address Of Principal Executive Offices)	(Zip Code)

(763) 479-5300

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))

Items under Sections 1, 3, 4, 6, 7 and 8 are not applicable and therefore omitted.

ITEM 2.02     Results of Operations And Financial Condition.

Innovex, Inc. (the “Company”) hereby furnishes a press release issued on July 21, 2008 and attached hereto as Exhibit 99.1 disclosing material non-public information regarding the Company’s results of operations for the quarter ending June 28, 2008.

ITEM 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company entered into an agreement with William Murnane on January 16, 2008 to serve as Chairman of the Board of the Company for a period of six months.  This agreement expired by its terms on July 16, 2008.  Mr. Murnane will continue to serve as a director and be compensated in accordance with the Company’s standard non-employee director arrangements.  On July 18, 2008, the Board of Directors also ratified the termination of Mr. Murnane’s employment agreement with the Company on July 16, 2008, concurrently with the termination of his role as Chairman.  Mr. Murnane will receive the benefits following termination of his employment as described in an Amendment No. 1 to the employment agreement that was entered into effective January 16, 2008.  The Amendment No. 1 to Employment Agreement by and between the Company and William Murnane dated January 16, 2008 was attached as Exhibit 10.1 to that certain Current Report on Form 8-K dated January 16, 2008.

Upon the recommendation of the Governance Committee and approval by the Board of Directors, director John Clark has been named as the non-executive Chairman of the Board of the Company effective July 18, 2008.  Any changes to Mr. Clark’s compensation resulting from his appointment as Chairman have not been determined as of this time.  On July 21, 2008, the Company issued a press release regarding Mr. Clark’s appointment, which release is attached hereto as Exhibit 99.2.

ITEM 9.01     Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release issued July 21, 2008 announcing Innovex, Inc. Fiscal 2008 Third Quarter Results
99.2	Press Release issued on July 21, 2008

SIGNATURE

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, thereunto duly authorized.

		INNOVEX, INC.
		By: /s/ Randy Acres
		Randy Acres
		Senior Vice President and CFO
Date:	July 21, 2008

EX-99.1

Exhibit 99.1

Innovex Announces Fiscal 2008 Third Quarter Results

PLYMOUTH, Minn.--(BUSINESS WIRE)--Innovex (Nasdaq: INVX) today reported revenue for the fiscal 2008 third quarter ending June 28, 2008 of $16.2 million, a 22% increase over the second quarter and revenue excluding pass through material of $10.3 million, an 18% increase over the second quarter. In the fiscal 2008 second quarter, Innovex, Inc. (the “Company”) had reported revenue of $13.3 million and revenue excluding pass through material of $8.7 million.

The Company’s net loss was $4.5 million or $0.23 per share in the third quarter of fiscal 2008 as compared to a net loss of $9.2 million or $0.47 per share in the second quarter of fiscal 2008. The fiscal 2008 third quarter loss includes restructuring charges of $470,000 or $0.02 per share. The Company’s fiscal 2008 third quarter net loss excluding the restructuring charges was $4.0 million or $0.21 per share. The Company’s fiscal 2008 second quarter net loss was $8.5 million or $0.44 per share excluding restructuring charges of $700,000.

The revenue from the Company’s major customer accounts was up by 34% in the fiscal 2008 third quarter as compared to the fiscal 2008 second quarter, while growth and development accounts increased by 54% sequentially. The significant growth in revenue from the Company’s major customer accounts more than offset the reduction of revenue experienced from Flex Suspension Assembly (FSA) moving to its end of life cycle in the fiscal 2008 second quarter.

The growth in the fiscal 2008 third quarter was primarily driven by a $4 million revenue increase, or 81%, over the fiscal 2008 second quarter revenue generated from the Company’s major customer servicing the display market. The Company continues to release new products to production for this customer and market. As a result, this product line is expected to continue to experience strong growth in the near future.

“While we are pleased with the improved revenue and operational performance of the Company during the fiscal 2008 third quarter, we still are focused on returning the Company to profitability. We made significant progress in growing our display business and with the additional qualifications and tooling in place with our largest Flat Panel Display (FPD) customer, we expect them to continue to grow in future periods. We resolved the performance related issues at our new Actuator Flex Circuit (AFC) customer and began to ramp production volumes during the last two weeks of the quarter. This is an exciting development for the Company that will provide a significant additional growth opportunity for our business. As a result of our progress, we are projecting revenue and revenue excluding pass through material in the fiscal 2008 fourth quarter to grow incrementally at a higher rate than our reported growth for the fiscal 2008 third quarter,” stated Terry M. Dauenhauer, Innovex’s President and Chief Executive Officer. “We continue to penetrate new markets and experience high levels of prototype activity with a number of new customers which we expect will favorably impact revenue in fiscal 2009.”

While gross margins improved by 8 percentage points in the fiscal 2008 third quarter as compared to the fiscal 2008 second quarter as a result of the increased revenue, the gross margins continue to be negative. The Company expects a continued improvement in gross margins for the fiscal fourth quarter as the capacity utilization rate increases.

Cash provided by operating activities was $500,000 for the fiscal 2008 third quarter, an improvement from the $5.3 million cash used in operating activities for the fiscal 2008 second quarter. The Company’s liquidity on June 28, 2008 was $5.9 million, which is comprised of $5.6 million of cash on hand and $300,000 available under our short-term packing credit and working capital facilities. Utilization of our packing credit facility availability is dependent on presenting qualifying customer purchase orders to the banks for draw down. Capital expenditures for the fiscal 2008 third quarter were $700,000.

As previously announced, the Company completed restructuring its debt with its Thai lenders during the fiscal 2008 third quarter. The restructuring will significantly benefit the Company’s cash flow for the remainder of fiscal 2008 and fiscal 2009 by approximately $6.0 million and $9.0 million, respectively.

“We are very pleased by the support of both our Thai banking partners and our customers in working with us to improve our cash flow,” stated Randy Acres, Innovex’s Chief Financial Officer. “Having completed the restructuring of the Company’s long term debt and gaining support from our customers in reducing payment terms, the Company is better positioned to fund the growth opportunities available to us.”

The Company continues to explore alternatives for generating additional working capital as well as other opportunities to better leverage its assets.

Conference Call & Live Webcast

Innovex will conduct a conference call and webcast for investors beginning at 5:00 p.m. Eastern Time (ET) on Monday, July 21, 2008. During the conference call, Mr. Dauenhauer and other Company Officers will discuss the Company’s future product, revenue, mix and margin expectations along with historical results.

To listen to the live conference call, dial 785-424-1053 and ask for conference ID “Innovex.” The live webcast will be available at www.innovexinc.com/investor.shtml. A replay of the call will be available 6:00 p.m. ET on Monday, July 21, 2008 through 11:59 p.m. ET on Wednesday, July 23, 2008. To access the replay, dial (402) 220-2647 and ask for conference ID “Innovex.” The webcast version of the conference call will be archived at www.innovexinc.com/investor.shtml.

About Innovex, Inc.

Innovex, Inc. is a leading manufacturer of high-density flexible circuit-based electronic interconnect solutions. Innovex’s products enable the miniaturization and increasing functionality of high technology electronic devices. Applications for Innovex’s products include data storage devices such as hard disk drives and tape drives, liquid crystal displays for mobile telecommunication devices, flat panel displays and printers. Innovex is known worldwide for its advanced technology and world class manufacturing.

Safe Harbor for Forward Looking Statements

Except for historical information contained herein, the matters discussed in this press release are forward looking statements that involve risks and uncertainties, including the timely availability and acceptance of new products, impact of restructuring charges, changes in product mix, the impact of competitive products and pricing, effect of world-wide economic conditions on flexible circuit demand, changes in manufacturing efficiencies, the Company’s ability to qualify and ramp for new products, fluctuations in financial results, continued cash availability under Company credit facilities, fluctuations in currency rates and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission.

INNOVEX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
	Three Months Ended
	June 28, 2008			June 30, 2007
Net sales	$	16,174		$	18,150
Costs and expenses:
Cost of sales		18,536			19,612
Selling, general and administrative		2,083			2,836
Royalty expense to equity investee		-			136
Engineering		635			766
Restructuring charges		468			1,369
Net (gain) loss on sale of assets		-			913
Net interest expense		781			616
Net FX (gain) loss		(1,836	)		135
Net other (income) expense		(21	)		(9	)
Income (loss) before income taxes		(4,472	)		(8,224	)
Provision for income taxes		-			-
Net income (loss)		($4,472	)		($8,224	)
Net income (loss) per share:
Basic		($0.23	)		($0.42	)
Diluted		($0.23	)		($0.42	)
Weighted average shares outstanding:
Basic shares		19,419			19,396
Diluted shares		19,419			19,396
	Nine Months Ended
	June 28, 2008			June 30, 2007
Net sales	$	50,243		$	66,038
Costs and expenses:
Cost of sales		56,576			66,949
Selling, general and administrative		6,819			8,993
Royalty expense to equity investee		128			499
Engineering		1,917			2,578
Restructuring charges		3,439			5,889
Net (gain) loss on sale of assets		(125	)		1,238
Net interest expense		2,203			1,767
Net FX (gain) loss		895			121
Net other (income) expense		(73	)		(14	)
Income (loss) before income taxes		(21,536	)		(21,982	)
Provision for income taxes		-			-
Net income (loss)		($21,536	)		($21,982	)
Net income (loss) per share:
Basic		($1.11	)		($1.13	)
Diluted		($1.11	)		($1.13	)
Weighted average shares outstanding:
Basic shares		19,412			19,387
Diluted shares		19,412			19,387

INNOVEX, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
	June 28,			September 29,
Assets	2008			2007
Cash and short-term investments	$	5,587		$	10,454
Accounts receivable, net		13,549			13,742
Inventory		9,734			11,055
Other current assets		2,027			2,460
Total current assets		30,897			37,711
Property, plant and equipment, net		36,430			40,873
Intangible & other assets, net		483			776
Total assets	$	67,810		$	79,360
Liabilities and Stockholders' Equity (Deficit)
Current maturities of long-term debt	$	2,280		$	11,049
Line of credit		34,962			20,434
Accounts payable		13,861			14,865
Other current liabilities		3,539			3,535
Total current liabilities		54,642			49,883
Long-term debt		20,507			15,549
Stockholders' equity (deficit)		(7,339	)		13,928
Total liabilities and stockholders' equity (deficit)	$	67,810		$	79,360

INNOVEX, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
	Nine months ended
	June 28, 2008			June 30, 2007
Cash Flows From Operating Activities:
Net income (loss)		($21,536	)		($21,982	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		5,777			6,149
Asset impairment charge		-			792
Stock option expense		266			420
Other non-cash items		(71	)		1,244
Changes in operating assets and liabilities:
Accounts receivable		193			3,964
Inventories		1,321			2,041
Other current assets		433			(127	)
Other long term assets		287			170
Accounts payable		(1,004	)		(6,048	)
Other current liabilities		4			(751	)
Net cash provided by (used in) operating activities		(14,330	)		(14,128	)
Cash Flows From Investing Activities:
Capital expenditures		(1,382	)		(4,154	)
Proceeds from sale of assets		126			4,752
Net cash provided by (used in) investing activities		(1,256	)		598
Cash Flows From Financing Activities:
Payments on long-term debt		(6,004	)		(10,963	)
Issuance of long-term debt		2,192			10,700
Net line of credit activity		14,528			13,626
Proceeds from exercise of stock options		3			21
Net cash provided by (used in) financing activities		10,719			13,384
Increase (decrease) in cash and equivalents		(4,867	)		(146	)
Cash and equivalents at beginning of period		10,454			9,819
Cash and equivalents at end of period	$	5,587		$	9,673

Use of non-GAAP financial measures

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance to GAAP. We provide these non-GAAP financial measures to be helpful in assessing the Company’s on-going operating results and to allow for greater transparency related to supplemental information. Investors are encouraged to review the reconciliations of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measure as provided with the financial statements attached to this press release and financial statements previously filed with the Securities and Exchange Commission.

Revenue excluding pass-through material:

The revenue excluding pass-through material non-GAAP financial measures used in this press release allow quantification of the margin generating portion of our revenue and the margin performance for that portion. Revenue excluding pass-through material is calculated by subtracting pass-through material from GAAP revenue. Pass-through material is defined as material components where our customer provides the specifications, dictates the supplier and negotiates the price of components to be added to the Innovex manufactured flexible circuit.

In millions	Quarter ending
	June 28, 2008		March 29, 2008
Net sales	$	16.2	$	13.3
Pass-through material components		5.8		4.6
Revenue excluding pass-through material	$	10.3	$	8.7

Net loss and net loss per share excluding restructuring & goodwill impairment:

The net loss and net loss per share excluding restructuring costs & goodwill impairment non-GAAP financial measures used in this press release provide information related to our operating results excluding charges related to transitional activities.

Net loss excluding restructuring & asset impairment:

In millions	Quarter ending
	June 28, 2008	March 29, 2008
Net loss	$4.5	$9.2
Restructuring expense & asset impairment	0.5	0.7
Net loss excluding restructuring & asset impairment	$4.0	$8.5

Net loss per share excluding restructuring & asset impairment:

	Quarter ending
	June 28, 2008	March 29, 2008
Net loss per share	$0.23	$0.47
Restructuring expense & asset impairment per share	0.02	0.04
Net loss per share excluding restructuring & asset impairment	$0.21	$0.44

CONTACT:
Innovex, Inc.
Randy Acres, CFO, 763-383-4035
Facsimile: 763-383-4090
Internet: http://www.innovexinc.com

EX-99.2

Exhibit 99.2

Innovex Appoints Mr. John M. Clark III as Chairman of the Board

PLYMOUTH, Minn.--(BUSINESS WIRE)--Innovex (Nasdaq:INVX) today announced the appointment of Mr. John M. Clark III as Chairman of the Board effective July 18, 2008. Mr. Clark joined the Innovex Board of Directors earlier this year and will replace Mr. William P. Murnane whose contract to serve as Chairman expired July 16, 2008. Mr. Murnane will continue to serve on the board.

“I look forward to working with Mr. Clark in his new role as Chairman of the Board as we re-establish our Company, grow the business and return to profitability. I am confident his prior experience will be valuable as we proceed down this path," said Mr. Terry M. Dauenhauer, Innovex’s President and Chief Executive Officer.

About Innovex, Inc.

Innovex, Inc. is a leading manufacturer of high-density flexible circuit-based electronic interconnect solutions. Innovex’s products enable the miniaturization and increasing functionality of high technology electronic devices. Applications for Innovex’s products include data storage devices such as hard disk drives and tape drives, liquid crystal displays for mobile telecommunication devices, flat panel displays and printers. Innovex is known worldwide for its advanced technology and world class manufacturing.

Safe Harbor for Forward Looking Statements

Except for historical information contained herein, the matters discussed in this press release are forward looking statements that involve risks and uncertainties, including the timely availability and acceptance of new products, impact of restructuring charges, changes in product mix, the impact of competitive products and pricing, effect of world-wide economic conditions on flexible circuit demand, changes in manufacturing efficiencies, the Company’s ability to qualify and ramp for new products, fluctuations in financial results, continued cash availability under Company credit facilities, fluctuations in currency rates and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission.

CONTACT:
INNOVEX, INC.
Randy Acres, CFO, 763-383-4035
Facsimile: 763-383-4090
Internet: http://www.innovexinc.com