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): MAY 2, 2006

DIONEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-11250	94-2647429
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

1228 Titan Way,
Sunnyvale, CA 94088
(Address of principal executive offices, including zip code)

(408) 737-0700
(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:

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

     On May 2, 2006, Dionex issued a press release announcing the financial results for the quarter ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

     This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

Exhibit
No.	Description
99.1	Press Release dated May 2, 2006 reporting Dionex Corporation’s results for the quarter ended March 31, 2006.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	DIONEX CORPORATION
Dated: May 2, 2006	By:	/s/ Craig A. McCollam
		Craig A. McCollam
		Vice President, Finance and Administration

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release of Dionex Corporation dated May 2, 2006.

EX-99.1

Exhibit 99.1

May 2, 2006	Contact: Craig McCollam
	Dionex Corporation
	408-481-4107

DIONEX REPORTS RECORD SALES FOR THE THIRD QUARTER
- - MEETING GUIDANCE

FOR RELEASE TUESDAY, MAY 2, 2006, P.M., 1:05 PDT

Sunnyvale, California – Dionex Corporation (NASDAQ:DNEX) today announced its results of operations for its third quarter and first nine months ended March 31, 2006.

For the third quarter, sales were a record $73.7 million, up 4% from the $70.8 million reported for the same period last year. The unfavorable effects of currency fluctuations reduced reported sales in fiscal 2006 by $4.4 million, or 6%. Diluted earnings per share were $0.50 for the third quarter. Net income in the third quarter of fiscal 2006 included costs of $1.0 million, net of tax, or $0.05 per share, related to the adoption of Statement of Financial Accounting Standards (SFAS) No.123R and the initiative to centralize some of the field related technical, administrative and support functions within North America and Europe. Cash flow from operations was very strong, totaling $15 million for the quarter, up approximately 40% from the third quarter of last year.

For the first nine months of fiscal 2006, sales were a record $216.1 million, an increase of 4%, compared with the $208.2 million reported for the first nine months of fiscal 2005. The unfavorable effects of currency fluctuations reduced reported sales in fiscal 2006 by $6.8 million, or 3%. Diluted earnings per share were $1.47 for the first nine months of fiscal 2006. Net income in the first nine months of fiscal 2006 included costs of $3.4 million, net of tax, or $0.17 per share, related to the impact of SFAS No.123R and the initiative to centralize some of the field related technical, administrative and support functions within North America and Europe and other income of $1.0 million, net of tax, or $0.05 per share, related to a one-time gain from the favorable settlement of a patent litigation in the first quarter. Our cash flow from operations was very strong, totaling $44 million for the first nine months of fiscal 2006, up 13% from the first nine months of fiscal 2005.

During the third quarter, the Company repurchased 394,672 shares of its common stock for $21.3 million. In the first nine months of fiscal 2006, a total of 979,855 shares were repurchased for $49.7 million.

Lukas Braunschweiler, President and Chief Executive Officer, commenting on the results, said, “We are pleased with the results for the third quarter. We reported record third quarter sales based on strong organic growth of 10%, excluding currency effects. We gained strong momentum towards the end of the quarter. Our margins and cash flow from operations were strong. These results were achieved despite the U.S. dollar appreciating more than we anticipated at the beginning of the quarter.

“We experienced stronger growth in all geographic regions and in both major product lines of ion chromatography and HPLC. Sales in North America grew slightly for the quarter. Europe reported another strong quarter as sales grew in the mid-single digits in reported dollars and 17% in local currency. Sales in our Asia/Pacific region grew slightly in reported dollars and 10% in local currency. Sales in the Asia/Pacific region were again affected by weaker sales in Japan, despite that the demand in Japan strongly improved in the second part of the quarter. Outside of Japan, sales in Asia/Pacific grew by approximately 30% for the quarter driven by strong sales in Korea, India and Australia.

“Demand from our life sciences and environmental markets were substantially up in the third quarter. Chemical/Petrochemical was up slightly, while demand in the Food and Beverage, Electronics and Power markets declined during the quarter.

“We saw growth in both ion chromatography and HPLC in the third quarter. Ion chromatography grew in the low single digits despite continued lower sales in Japan. Our HPLC products grew again in the double digits for the quarter reflecting the increasing demand for our products worldwide. We introduced the new Ultimate 3000 system for micro-, analytical- and preparative-flow HPLC applications at the Pittsburgh Conference in March 2006. The initial customer response has been very favorable.

“Given the good momentum in the third quarter, we believe that we are well positioned for solid growth in the fourth quarter of fiscal 2006. For the entire fiscal year, we estimate sales will be in the range of $291-$299 million and diluted earnings per share will be in the range of $2.01-$2.13. These estimates for the entire year are based on the following assumptions: (1) demand from our life sciences customers will continue to improve; (2) foreign currency rates will have an unfavorable impact of 2-3% on our sales growth for the quarter, assuming that currency rates remain consistent with the rates at the end of March; and (3) costs related to our field centralization in North America and Europe will be approximately $0.5 million, net of tax, or $0.02 per share in the fourth quarter.”

Dionex Corporation is a leading manufacturer and marketer of chromatography systems for chemical analysis. The Company’s systems are used in environmental analysis and by the life sciences, food and beverage, chemicals, petrochemicals, power generation and electronics industries in a variety of applications.

Management of the Company will discuss the third quarter and first nine months results in a conference call on Tuesday, May 2, 2006, at 1:30 p.m. Pacific Time (PT). To listen to the call live, please tune into the webcast via www.dionex.com. A playback of the conference call will be available form 8:00 a.m. PT, Wednesday, May 3, 2006 until 5:00 p.m. PT, Friday, June 30, 2006.

Certain statements contained herein that are not purely historical may be deemed to be forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those discussed herein. Factors that may cause actual results to differ from these statements are foreign currency fluctuations, competition from other products, economic conditions in the areas in which the company sells its products, and demand for analytical instrumentation. These factors and other risks and uncertainties are discussed greater detail in the Company’s reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission.

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2006			2005		2006		2005
Net sales	$	73,674		$	70,801	$	216,115	$	208,161
Cost of sales		25,126			22,941		73,425		69,190
Gross profit		48,548			47,860		142,690		138,971
Operating expenses:
Selling, general and administrative		27,739			26,060		82,219		73,895
Research and product development		5,675			4,801		16,649		15,127
Total operating expenses		33,414			30,861		98,868		89,022
Operating income		15,134			16,999		43,822		49,949
Interest income, net		459			347		1,012		754
Other income (expense), net		(73	)		67		1,465		380
Income before taxes on income		15,520			17,413		46,299		51,083
Taxes on income		5,155			5,453		16,020		16,732
Net income	$	10,365		$	11,960	$	30,279	$	34,351
Basic earnings per share	$	0.52		$	0.58	$	1.51	$	1.66
Diluted earnings per share	$	0.50		$	0.56	$	1.47	$	1.59
Shares used in computing per share amounts:
Basic		20,049			20,763		20,067		20,755
Diluted		20,542			21,543		20,595		21,561

DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 2006 AND JUNE 30, 2005
(In thousands)
(Unaudited)

	March 31,		June 30,
	2006		2005
ASSETS
Current assets:
Cash, cash equivalents and short term investments	$	64,567	$	53,781
Accounts receivable, net		57,645		55,450
Inventories		27,346		26,510
Other current assets		15,439		16,342
Total current assets		164,997		152,083
Property, plant and equipment, net		57,349		53,914
Goodwill and other intangible assets		29,474		27,555
Other assets		4,583		4,601
	$	256,403	$	238,153
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		10,083		10,031
Accrued liabilities		37,373		34,939
Income taxes payable		3,770		1,593
Accrued product warranty		3,386		3,514
Total current liabilities		54,612		50,077
Deferred income taxes and other		5,410		5,027
Stockholders’ equity		196,381		183,049
	$	256,403	$	238,153

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