IRVINE, Calif., March 24, 2014 /PRNewswire/ -- PRO-DEX, INC.
(NasdaqCM: PDEX) today announced that the registration statement
for its previously announced common stock rights offering was
declared effective as of March 21,
2014 by the Securities and Exchange Commission (the
"SEC").
On December 17, 2013, Pro-Dex
filed a registration statement on Form S-3 with the SEC with
respect to the rights offering, which was subsequently amended by
Amendment Nos.1 and 2 to Form S-3, filed with the SEC on
March 5, 2014 and March 19, 2014, respectively (the "Registration
Statement").
The rights offering will be made through the Company's
distribution to its existing shareholders as of March 20, 2014, the previously announced Record
Date, of non-transferable subscription rights to purchase their pro
rata portion of newly issued shares of the Company's common stock.
For each share of common stock held by a shareholder of the Company
as of 5:00 p.m., New York City time, on the Record Date (the
"Record Holders"), such shareholder will receive 0.44075
subscription rights. Subscription rights may only be
exercised in whole numbers; the Company will not issue fractional
shares and will round all of the subscription rights down to the
nearest whole number. Each whole subscription right will allow the
holder thereof to subscribe to purchase one share of common stock
at a subscription price of $1.90 per
share. The subscription rights will expire if they are not
exercised by 5:00 p.m., New York City time, on April 25, 2014 (the "Expiration Date"). The
subscription period may not be extended, and the Company reserves
its right, in its sole discretion, to cancel the rights offering at
any time or for any reason prior to the Expiration Date.
As soon as practicable, the Company expects to mail to the
Record Holders a prospectus and other items necessary for
exercising the subscription rights. The prospectus will
contain a description of the rights offering and other
information. Questions from shareholders regarding the rights
offering or requests for additional copies of the prospectus may be
directed to the subscription agent, Broadridge Corporate Issuer
Solutions, Inc., at (855) 793-5068.
The purpose of this rights offering is to raise equity capital
in a cost-effective manner that gives all of the Company's existing
shareholders the opportunity to participate on a pro rata basis.
The Company intends to use the net proceeds from the rights
offering to pursue strategic opportunities that may present
themselves from time to time or, if not used to pursue strategic
opportunities, for working capital and general corporate purposes,
including to fund ongoing research and development and product
initiatives. Also, to the extent net proceeds of the rights
offering are not deployed, some of the funds may be invested in
accordance with the terms of the Company's Surplus Capital
Investment Policy.
Upon completion of the rights offering, the Company expects to
receive gross proceeds of approximately $2.8
million before expenses, subject to the Company's right to
reduce the rights offering in order to preserve certain of the
Company's tax attributes, such as net operating loss carry
forwards. The Company has received a standby commitment from AO
Partners, LLC and Farnam Street Capital, Inc. (collectively with
their permitted designees the "Standby Purchasers").
Nicholas J. Swenson, a director of
the Company, is the Managing Member of AO Partners, LLC.
Raymond E. Cabillot, a director of
the Company, is Chief Executive Officer and a director of Farnam
Street Capital, Inc. The Standby Purchasers have agreed to purchase
any and all shares of common stock that are not subscribed for by
shareholders in connection with the rights offering up to an
aggregate amount of $2.8 million,
subject to the Company's right to reduce the number of shares
purchased by the Standby Purchasers in order to preserve the
above-referenced tax attributes. The Company believes
preservation of the tax attributes referenced above may result in
the Company imposing material limitations on the Standby
Purchasers' ability to purchase stock under the terms of the
standby commitment. However, such limitations are subject to
change based on further study of such tax attributes.
The rights offering will be made only by means of a prospectus.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities law of any such jurisdiction.
About Pro-Dex, Inc.:
Pro-Dex, Inc., with operations in California and Oregon, specializes in the design, development
and manufacture of powered rotary drive surgical and dental
instruments used primarily in the orthopedic, spine, maxocranial
facial and dental markets. Its OMS division designs and
manufactures embedded motion control systems serving the medical,
dental, semi-conductor and scientific research markets. Pro-Dex's
products are found in hospitals, dental offices, medical
engineering labs, scientific research facilities and high tech
manufacturing operations around the world. For more information,
visit the Company's website at www.pro-dex.com.
Statements herein concerning the Company's plans, growth and
strategies may include 'forward-looking statements' within the
context of the federal securities laws. Statements regarding the
Company's future events, developments and future performance, as
well as management's expectations, beliefs, plans, estimates or
projections relating to the future, are forward-looking statements
within the meaning of these laws. The Company's actual results may
differ materially from those suggested as a result of various
factors. Interested parties should refer to the disclosure
concerning the operational and business concerns of the Company set
forth in the Company's filings with the Securities and Exchange
Commission.
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SOURCE Pro-Dex, Inc.