0001553350-19-000277.txt : 20190328 0001553350-19-000277.hdr.sgml : 20190328 20190328160040 ACCESSION NUMBER: 0001553350-19-000277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190325 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20190328 DATE AS OF CHANGE: 20190328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRO DEX INC CENTRAL INDEX KEY: 0000788920 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14942 FILM NUMBER: 19711893 BUSINESS ADDRESS: STREET 1: 2361 MCGAW AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-769-3231 MAIL ADDRESS: STREET 1: 2361 MCGAW AVENUE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: PRO-DEX, INC. DATE OF NAME CHANGE: 20151110 FORMER COMPANY: FORMER CONFORMED NAME: CONTEXT CAPITAL FUNDS DATE OF NAME CHANGE: 20151104 FORMER COMPANY: FORMER CONFORMED NAME: PRO DEX INC DATE OF NAME CHANGE: 19920703 8-K 1 pdex_8k.htm CURRENT REPORT Current Report

 



 

 

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): March 25, 2019


PRO-DEX, INC.

(Exact name of registrant as specified in charter)


Colorado

0-14942

84-1261240

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)


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:

 

¨

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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨

 


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 

 

 

 



 



Item 5.02

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


Fiscal 2019 Bonus for Chief Executive Officer


On March 25, 2019, the Compensation Committee of the Board of Directors of Pro-Dex, Inc. (“Pro-Dex” or the “Company”) approved a fiscal 2019 bonus plan for Richard L. Van Kirk, the Company’s Chief Executive Officer. The amount of the bonus will be based upon improvements to gross margin for specific customers as measured at the end of fiscal 2019 as compared to fiscal 2018, up to a maximum bonus amount of $140,000. The bonus will be calculated by the Company and paid to Mr. Van Kirk in cash as soon as reasonably possible after the close of fiscal 2019. Mr. Van Kirk’s employment with the Company continues on an at-will basis on the terms previously disclosed.





 



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:  March 28, 2019

Pro-Dex, Inc.

 

 

 

 

 

 

By:

/s/ Alisha K. Charlton

 

 

Alisha K. Charlton

 

 

Chief Financial Officer