8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 27, 2004

DOTRONIX, INC.
(Exact Name of Registrant as Specified in its Charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

0-9996	41-1387074
(Commission File Number)	(IRS Employer
	Identification No.)

160 First Street S.E.
New Brighton, Minnesota 55112-7894
(Address of Principal Executive Offices) (Zip Code)

(651) 633 1742
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report

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))

Item 1.01      Entry into a Material Definitive Agreement.

        On September 27, 2004, the Registrant entered into an Amendment to the Loan Agreement dated April 7, 2004 with an outside investor.

        The original loan agreement provided that the investor extended to the Registrant a credit line of up to $450,000; the credit line was due to expire on April 7, 2005. In the amendment dated September 27, 2004, the investor agreed to increase the credit line to $1,000,000 and to extend the term of the credit line to November 1, 2005. The Registrant agreed to issue to the investor one warrant to purchase one share of the Registrant’s common stock at an exercise price of $1.50 for each $4 borrowed in excess of $450,000.

Item 2.03      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

        The information provided in Item 1.01 above is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Exhibits:

10.1 Amendment dated September 27, 2004 to Loan Agreement dated April 7, 2004 between Dotronix, Inc. and Terry L. Myhre

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 hereunto duly authorized.

Dated: September 29, 2004

DOTRONIX, INC.

By /s/ Robert V. Kling

Robert V. Kling
Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO LOAN AGREEMENT

September 27, 2004

Dotronix, Inc.
160 First Street SE
New Brighton, MN 55112-7894

Dear Ladies and Gentlemen:

        The undersigned ("Lender") hereby agrees to amend the Loan Agreement dated April 7, 2004 (the "Original Loan Agreement") between the undersigned and Dotronix, Inc. ("Borrower") as set forth below. Capitalized terms shall have the meanings provided to them in the Original Loan Agreement unless defined otherwise in this Agreement.

        1.      Lender hereby agrees to lend to Borrower a principal amount of up to $1,000,000 until November 1, 2005. The first sentence in the paragraph entitled "The Loan" in the Original Loan Agreement is hereby replaced with the following language:

        "Subject to the terms and conditions of this Agreement, Lender will make loans to the Borrower (collectively, the "Loan") from time to time from the date hereof until November 1, 2005, during which period the Borrower may repay and reborrow in accordance with the provisions hereof, provided, that the aggregate unpaid principal amount of all outstanding loans under this Agreement shall not exceed $1,000,000 at any time."

        The remainder of the Original Loan Agreement is hereby amended to the extent necessary so as to reflect the increase of the maximum principal amount from $450,000 to $1,000,000, and the extension of the payment period from April 7, 2005 to November 1, 2005.

        The remaining terms and conditions of the Original Loan Agreement remain in full force and effect.

        2.      Lender herewith returns to Borrower the Note evidencing the original Loan of up to $450,000, payable on or before April 7, 2004 (the "Old Note"). Upon the return of the Old Note and the receipt of this Agreement signed by Lender, Borrower shall issue to Lender a new note (the "New Note") for a principal amount of up to $1,000,000, payable on or before November 1, 2005. With the exception of the maximum principal amount of $1,000,000 and the expiration date of November 1, 2005, all terms and conditions of the New Note shall be identical with the terms of the Old Note.

        3.      In consideration of Lender's agreement to increase and extend the Loan, Borrower agrees to issue to Lender one seven-year warrant in a form acceptable to Lender to

purchase one share of the Borrower's common stock at an exercise price of $1.50 for each $4 of the principal amount in excess of $450,000 that Lender actually advances to Borrower (the "Additional Warrant"). The Additional Warrant shall be issued promptly each time upon Borrower's receipt of an advance on the Loan if the outstanding principal amount under the Loan exceeds $450,000.

LENDER:

/s/ Terry L. Myhre

Terry L. Myhre

        Accepted and agreed to as of the date above.

DOTRONIX, INC.

By: /s/ Robert V. Kling

Robert V. Kling
Its: Chief Financial Officer

ACCEPTANCE AND ACKNOWLEDGMENT

        The undersigned hereby consents to the foregoing Amendment to Loan Agreement.

THE ESTATE OF WILLIAM S. SADLER,
by its personal representatives

/s/ Dorothy E. Sadler

Dorothy E. Sadler, and

/s/ Jill D. Sadler

Jill D. Sadler, and

/s/ Kurt T. Sadler

Kurt T. Sadler