Item 8.01 Other Events.

Pro-Dex, Inc. (the "Company") is preparing to hold its Annual Meeting of Shareholders relating to the fiscal year ended June 30, 2008 ("Annual Meeting") at the Company's headquarters at 2361 McGaw Avenue, Irvine, California, on Friday, January 9, 2009, at 8:00 A.M. Pacific Time. Shareholders of record at the close of business on November 7, 2008, are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. Because the Annual Meeting is being held more than 30 days from the anniversary date of last year's annual meeting date, the Company desires to inform its shareholders of the deadlines for shareholder proposals to be discussed and voted upon at the Annual Meeting.

Proposals by shareholders that are intended for inclusion in the Company's proxy statement and proxy card and to be presented at the Annual Meeting must be received by the Company no later than November 7, 2008, in order to be considered for inclusion in the Company's proxy materials. Such proposals should be addressed to the Company's Secretary at the Company's headquarters and may be included in the Company's proxy materials if they comply with the rules and regulations of the Securities and Exchange Commission governing shareholder proposals.

For all other proposals by shareholders to be timely, a shareholder's notice must be received by the Company's Secretary at the Company's headquarters no later than November 21, 2008. If a shareholder fails to notify the Company of any such proposal on or prior to that date, then the chairperson of the Annual Meeting may prohibit the proposal from being presented at the meeting.

Shareholder proposals must also comply with certain other requirements set forth in the Company's Bylaws, a copy of which may be obtained by written request delivered to the Company's Secretary; by mail at the Company's headquarters or by email at jeff.ritchey@pro-dex.com.

---