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Filed by the Registrant x | Filed by a Party other than the Registrant o |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | No fee required. |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Date: | Tuesday, May 16, 2006 |
Time: | 10:00 a.m. |
Place: | Posternak Blankstein & Lund LLP Prudential Tower 800 Boylston Street, 33rd Floor Boston, MA 02199-8004 |
1. | To elect all five members of the Board of Directors. | |
2. | To adopt the Amended and Restated 2001 Stock Plan. | |
3. | To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2006. | |
4. | To transact any and all other business that may properly come before the meeting or any adjournments. |
By Order of the Board of Directors, | |
Donald H. Siegel P.C. | |
Secretary |
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Appendix A: Text of Amended and Restated 2001 Stock Plan | A-1 |
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• | each person who we believe beneficially owns more than 5% of our common stock; | |
• | each nominee for director; | |
• | each executive officer shown in the summary compensation table below; and | |
• | all executive officers and directors as a group. |
Percentage of | |||||||||
Number of | Outstanding | ||||||||
Name | Shares(1) | Shares(2) | |||||||
5% Stockholders: | |||||||||
Artisan Partners Limited Partnership(3) | 857,901 | 16.1 | % | ||||||
825 East Wisconsin Ave., #800 | |||||||||
Milwaukee, WI 53202 | |||||||||
Royce & Associates, LLC(3) | 520,600 | 9.6 | % | ||||||
1414 Avenue of the Americas | |||||||||
New York, NY 10019 | |||||||||
FMR Corp.(3) | 435,199 | 8.0 | % | ||||||
82 Devonshire Street | |||||||||
Boston, MA 02109 | |||||||||
Smith Barney Fund Management LLC(3) | 372,634 | 6.9 | % | ||||||
399 Park Avenue | |||||||||
New York, NY 10022 | |||||||||
Dalton, Greiner, Hartman, Maher & Co. LLC(3) | 316,825 | 5.8 | % | ||||||
565 Fifth Avenue, Suite 2101 | |||||||||
New York, NY 10017 | |||||||||
Directors and Executive Officers: | |||||||||
David V. Harkins* | 47,718 | 0.9 | % | ||||||
Jack R. Crosby* | 3,154 | 0.1 | % | ||||||
Norman F. Strate* | 10,107 | 0.2 | % | ||||||
Thomas E. Callahan* | 2,056 | ** | |||||||
David L. Brown(4)*† | 239,819 | 4.3 | % | ||||||
Donald E. Merz(5)† | 102,532 | 1.9 | % | ||||||
Richard F. Becker, Jr.(6)† | 80,275 | 1.5 | % | ||||||
Arthur B. Champagne(7)† | 60,780 | 1.1 | % | ||||||
Richard G. Mariacher(8)† | 71,583 | 1.3 | % | ||||||
All executive officers and directors as a group (12 persons)(9) | 658,493 | 11.1 | % |
* | Nominee for re-election as a director. The address of this person is c/o National Dentex Corporation, 526 Boston Post Road, Wayland, MA 01778. |
** | Less than 0.1% |
† | Executive officer. The address of this person is c/o National Dentex Corporation, 526 Boston Post Road, Wayland, MA 01778. |
(1) | The number of shares beneficially owned by each entity, person, director or named executive officer is determined under applicable SEC rules, particularly Rule 13d-3, and the information is not necessarily |
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indicative of beneficial ownership for any other purposes. Under such rules, each entity or individual is considered the beneficial owner of any shares as to which they have the sole or shared voting power or investment power. Such persons are also deemed under the same rules to beneficially own any shares that they have the right to acquire within 60 days of March 1, 2006, through the exercise of stock options or other similar rights. This stock ownership information is based upon information furnished to us by the persons named on the table. | |
(2) | Ownership percentage is reported based on 5,434,188 shares of common stock outstanding on March 1, 2006, plus, as to each holder thereof and no other person, the number of shares (if any) that such person has the right to acquire within 60 days of March 1, 2006, through the exercise of stock options or other similar rights. |
(3) | Information as to the number of shares is as of December 31, 2005 and is furnished in reliance on the most recently filed Schedule 13G of the named beneficial owner. |
(4) | Mr. Brown owns 27,569 shares and holds options for 212,250 shares, all of which are exercisable within 60 days of March 1, 2006. |
(5) | Mr. Merz owns 14,032 shares and holds options for 88,500 shares, all of which are exercisable within 60 days of March 1, 2006. |
(6) | Mr. Becker owns 14,275 shares and holds options for 66,000 shares, all of which are exercisable within 60 days of March 1, 2006. |
(7) | Mr. Champagne owns 12,750 shares, is deemed under applicable SEC rules to beneficially own 30 shares held by his wife and holds options for 48,000 shares, all of which are exercisable within 60 days of March 1, 2006. |
(8) | Mr. Mariacher owns 12,333 shares and holds options for 59,250 shares, all of which are exercisable within 60 days of March 1, 2006. |
(9) | Certain executive officers, other than the executive officers named in the table, own a total of 719 shares and hold options for 39,750 shares, all of which are exercisable within 60 days of March 1, 2006. |
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Director Name | Age | Office Held | ||||
David V. Harkins | 65 | Chairman of the Board and Director | ||||
David L. Brown | 65 | President, Chief Executive Officer and Director | ||||
Jack R. Crosby | 79 | Director | ||||
Norman F. Strate | 65 | Director | ||||
Thomas E. Callahan | 66 | Director |
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Function | Members | |
• Approve terms of acquisitions of dental laboratories or other businesses under $1.0 million in purchase price | David V. Harkins (Chairman) Norman F. Strate David L. Brown |
Function | Members | |
• Review and approve compensation and benefit programs • Approve compensation of senior executives • Administer stock option plans | Norman F. Strate (Chairman) Jack R. Crosby Thomas E. Callahan |
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Function | Members | |
• Engage the independent auditors • Review our annual and quarterly financial statements • Review control procedures and accounting practices • Monitor accounting and reporting practices • Review compliance with the conflict-of-interest policy • Review our capital structure • Exercise such other functions as mandated by the Sarbanes-Oxley Act and other applicable law and regulations | Thomas E. Callahan (Chairman) Jack R. Crosby Norman F. Strate |
Function | Members | |
• Review and recommend to the full Board nominations for election to the Board of Directors | Jack R. Crosby (Chairman) Norman F. Strate Thomas E. Callahan |
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• | provide compensation competitive with similar companies; | |
• | reward executives consistent with the performance of National Dentex; | |
• | recognize individual performance; | |
• | attract, retain and motivate qualified executives; and | |
• | encourage our executives to increase stockholder value by aligning their interests with the interests of our stockholders. |
• | dental laboratory management and other key employees who directly influence the financial performance of an individual dental laboratory; | |
• | key executives based upon our achievement of corporate earning targets, expressed in terms of pre-tax income, as compared to our budget for each year; and | |
• | group managers based upon the achievement of earnings within each manager’s group of dental laboratories. |
• | reward executives for long-term strategic management and the enhancement of stockholder value through appropriate equity ownership in National Dentex; | |
• | support a performance-oriented environment that rewards plan participants for improving the financial performance of National Dentex; and | |
• | attract, retain and motivate key executives and employees critical to our long-term success. |
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First Year as | ||||||||||
an Executive | ||||||||||
Name | Age | Offices Held | Officer | |||||||
David L. Brown | 65 | President, Chief Executive Officer, and Director | 1984 | |||||||
Donald E. Merz | 67 | Senior Vice President | 1987 | |||||||
Richard F. Becker, Jr | 53 | Executive Vice President, Treasurer, Chief Financial Officer and Assistant Secretary | 1990 | |||||||
Richard G. Mariacher | 61 | Vice President Technical Services | 1982 | |||||||
Arthur B. Champagne | 65 | Vice President | 1986 | |||||||
Lynn D. Dine | 54 | Vice President Research & Development | 2003 | |||||||
Wayne M. Coll | 42 | Vice President, Corporate Controller and Assistant Treasurer | 2003 | |||||||
Dean A. Ribeiro | 39 | Vice President Client Relations | 2006 |
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Long Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Options | Compensation(2) | ||||||||||||||||
David L. Brown | 2005 | $ | 350,000 | $ | 150,000 | — | $ | 172,563 | |||||||||||||
President and Chief | 2004 | 300,000 | 65,000 | — | 173,063 | ||||||||||||||||
Executive Officer | 2003 | 273,385 | 65,000 | 12,000 | 172,064 | ||||||||||||||||
Donald E. Merz | 2005 | 185,000 | 93,876 | — | 3,500 | ||||||||||||||||
Senior Vice President | 2004 | 175,000 | 72,355 | — | 29,391 | ||||||||||||||||
2003 | 169,192 | 70,812 | 12,000 | 28,540 | |||||||||||||||||
Richard F. Becker, Jr. | 2005 | 200,000 | 52,000 | — | 10,918 | ||||||||||||||||
Executive Vice President, Treasurer | 2004 | 175,000 | 40,000 | — | 11,418 | ||||||||||||||||
and Chief Financial Officer | 2003 | 159,462 | 35,000 | 12,000 | 10,416 | ||||||||||||||||
Arthur B. Champagne | 2005 | 170,000 | 51,669 | — | 20,474 | ||||||||||||||||
Vice President | 2004 | 157,500 | 40,526 | — | 20,974 | ||||||||||||||||
2003 | 149,327 | 33,997 | 12,000 | 19,972 | |||||||||||||||||
Richard G. Mariacher | 2005 | 125,000 | 26,000 | — | 13,750 | ||||||||||||||||
Vice President | 2004 | 112,500 | 22,000 | — | 13,536 | ||||||||||||||||
Technical Services | 2003 | 99,731 | 20,000 | 12,000 | 13,118 |
(1) | Paid for services rendered in 2003, 2004 and 2005 to all of the officers named above under the Corporate Executives Incentive Compensation Plan and as to Messrs. Merz and Champagne under the National Dentex Laboratory Incentive Compensation Plan. |
(2) | Represents the portion of life insurance premiums we pay to fund our Supplemental Executive Retirement Plan. Also includes our matching contribution for the account of the officers named above under the National Dentex Dollars Plus Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. The matching contribution is 100% of the first 1% of salary contributed by the employee and 50% of the next 3% of salary contributed. |
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Value of Unexercised | ||||||||||||||||||||||||
Number of Unexercised | In-the-Money Options | |||||||||||||||||||||||
Options at Fiscal Year-End | at Fiscal Year End(2) | |||||||||||||||||||||||
Stock Acquired | Value | |||||||||||||||||||||||
Name | on Exercise | Realized(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
David L. Brown | 4,500 | $ | 51,885 | 208,250 | 4,000 | $ | 1,874,715 | $ | 36,693 | |||||||||||||||
Donald E. Merz | 4,500 | 55,035 | 84,500 | 4,000 | 795,912 | 36,693 | ||||||||||||||||||
Richard F. Becker, Jr. | — | — | 62,000 | 4,000 | 564,637 | 36,693 | ||||||||||||||||||
Arthur B. Champagne | 12,750 | 102,863 | 44,000 | 4,000 | 367,417 | 36,693 | ||||||||||||||||||
Richard G. Mariacher | 3,000 | 35,820 | 55,250 | 4,000 | 484,117 | 36,693 |
(1) | The value realized upon the exercise of an option is determined by multiplying the number of options exercised by the difference between the market price of the common stock on the date of exercise of the options and the exercise price of the options exercised. |
(2) | The value of unexercisedin-the-money options at the end of fiscal year 2005 is determined by multiplying the number of options held by the difference between the market price of the common stock underlying the options on December 31, 2005 ($22.54 per share) and the exercise price of the options. |
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12-31-00 | 12-31-01 | 12-31-02 | 12-31-03 | 12-31-04 | 12-31-05 | |||||||||||||||||||
NADX | 100.00 | 123.21 | 99.57 | 122.29 | 155.17 | 172.28 | ||||||||||||||||||
NASDAQ | 100.00 | 93.67 | 69.43 | 108.14 | 125.27 | 125.41 | ||||||||||||||||||
Peers | 100.00 | 126.48 | 139.40 | 183.15 | 237.52 | 208.30 |
(1) | Assumes $100 invested on December 31, 2000 in our common stock, the NASDAQ Industrial Index and the Peer Group Index, including reinvestment of any dividends paid on the investment. |
(2) | The Peer Group Index consists of Dentsply International, Inc. and Patterson Dental Company. We believe that these companies represent the other publicly traded companies within the dental service community. |
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Number of Shares of | |||||||||||||
National Dentex | Number of Shares of | ||||||||||||
Corporation | National Dentex | ||||||||||||
Common Stock to | Corporation | ||||||||||||
be Issued Upon | Weighted Average | Common Stock | |||||||||||
Exercise of | Exercise Price of | Remaining Available | |||||||||||
Plan Name | Outstanding Options | Outstanding Options | for Future Insurance | ||||||||||
�� | |||||||||||||
1992 LTIP | 349,581 | $ | 12.15 | — | |||||||||
2001 Plan | 345,000 | $ | 14.52 | 399,450 | |||||||||
ESPP | — | — | 49,348 | ||||||||||
Total | 694,581 | $ | 13.34 | 448,798 | |||||||||
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• | Has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2005 with the management of National Dentex Corporation (“National Dentex”); | |
• | Has discussed with National Dentex’s independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as may be modified or supplemented; | |
• | Has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as may be modified or supplemented, and has discussed with the independent auditors the independent auditors’ independence; and | |
• | Based upon the above mentioned reviews and discussions, has recommended to the Board of Directors of National Dentex that the audited financial statements be included in National Dentex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 for filing with the SEC. |
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2004 | 2005 | |||||||
Audit fees | $ | 528,000 | $ | 474,250 | ||||
Audit-Related fees | 13,100 | 28,000 | ||||||
Tax fees | 25,300 | 25,500 | ||||||
All other fees | 1,200 | — |
Audit Fees |
Audit-Related Fees |
Tax Fees |
Audit Committee’s Pre-approval Policy and Procedures |
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Engagement of Deloitte & Touche LLP |
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(i) determine to whom, when, and on what terms Restricted Stock and/or Restricted Stock Units shall be granted; | |
(ii) determine to whom (from among the class of employees eligible under paragraph 3 to receive ISOs) and when ISOs shall be granted; | |
(iii) determine to whom (from among the class of individuals and entities eligible under paragraph 3 to receive Non-Qualified Options) and when Non-Qualified Options shall be granted; | |
(iv) determine the purchase price of shares subject to each Option, which prices shall not be less than the minimum price specified in paragraph 7; | |
(v) determine whether each Option granted shall be an ISO or a Non-Qualified Option; | |
(vi) determine (subject to paragraph 8) the time or times when each Option shall become exercisable and the duration of the exercise period; |
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(vii) extend the period during which outstanding Options may be exercised; | |
(viii) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options and the nature of such restrictions, if any; | |
(ix) determine whether performance targets or goals are to be imposed on Incentive Awards, and set and interpret such targets or goals; and | |
(x) interpret the Plan and prescribe and rescind rules and regulations relating to it. |
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(i) The Participant shall have been convicted of, or shall have pleaded guilty ornolo contendereto, any felony (other than a conviction arising solely under a statutory provision imposing criminal liability on the Participant on aper sebasis due to the position held by the Participant, so long as any act or omission of the Participant with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board of Directors); | |
(ii) The Participant shall have failed or refused to perform the duties and obligations of the Participant’s employment or engagement at an acceptable level (other than as a result of illness or disability), and such failure or refusal shall have continued for a period of ten (10) days following written notice from the Board of Directors, it being understood that the Company’s failure to achieve its business plan or projections shall not itself be considered such a failure or refusal; | |
(iii) The Participant shall have refused to follow the lawful directions of the Board of Directors, and such refusal shall have continued for a period of ten (10) days following written notice from the Board of Directors; | |
(iv) The Participant shall have breached any provision of any employment, non-solicitation, non-competition or non-disclosure agreement with the Company; or | |
(v) The Participant shall have committed any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty or disloyalty against the Company. |
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A. Vesting. The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments (which need not be equal) as the Committee may specify. | |
B. Full Vesting of Installments. Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the Option, unless otherwise specified by the Committee. | |
C. Partial Exercise. Each Option or installment may be exercised at any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable. | |
D. Acceleration of Vesting. The Committee may in its discretion provide in any agreement relating to any Options, or at any time thereafter, for the acceleration of the date that any installment of any Options become exercisable, including prior to or in connection with any Change of Control (as defined herein); provided that, except as set forth in any agreement relating to any Options, the Committee shall not, without the consent of an optionee, accelerate the permitted exercise date of any installment of any Option granted to any employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to paragraph 17) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in paragraph 7(C). |
(i) there occurs a change of control of the Company of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K (or any similar or successor disclosure item thereunder or under any successor to Form 8-K) pursuant to Section 13 or 15(d) of the Exchange Act or in any other filing under the Exchange Act; or | |
(ii) any Person (as defined in Section 13(d) of the Exchange Act) other than an employee benefit plan of the Company or of any Related Corporations becomes the owner of 33% or more of the Company’s Common Stock and thereafter individuals who were not directors of the Company prior to the date such Person became a 33% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least one-third (1/3rd) of the Board; or | |
(iii) there occurs any solicitation or series of solicitations of proxies by or on behalf of any Person other than the Board and thereafter individuals who were not directors of the Company prior to the commencement of such solicitation or series of solicitations are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least one-third (1/3rd) of the Board; or | |
(iv) the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in such agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another Person and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute at least two-thirds (2/3rds) of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement;provided,however, that for purposes of this paragraph (iii), if such agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change of Control shall not be deemed to have taken place unless and until such approval is secured. |
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A. Stock Dividends and Stock Splits. If the shares of the Company shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock subject to outstanding Incentive Awards shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. | |
B. Recapitalization, Reorganization, Consolidation or Mergers. In the event of a recapitalization or reorganization of the Company or a consolidation or a merger involving the Company (other than a transaction described in subparagraph C below) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant whose Restricted Stock or RSUs vest or a grantee upon exercising Options shall be entitled to receive upon such vesting or for the purchase price paid upon such exercise the securities he or she would have received if such Restricted Stock or RSU had vested, or if he or she had exercised such Stock Right, prior to such recapitalization or reorganization. | |
C. Certain Consolidations and Mergers. If the Company is to be consolidated with or acquired by another entity in a merger or other reorganization or in the event of a sale or other disposition of assets which constitutes a Change of Control (each, a “Sale”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Incentive Awards, either (i) make appropriate provision for the continuation of such Incentive Awards by substituting on an equitable basis for the shares then subject to such Incentive Awards either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Sale, (b) shares of stock of the surviving or successor corporation or other entity or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not materially exceed the fair market value of the shares of Common Stock subject to such Incentive Awards immediately preceding the Sale; or (ii) upon written notice to the grantees, provide that all Options must be exercised, to the extent then exercisable or to be exercisable as a result of the Sale, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Incentive Awards in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such Incentive Awards (to the extent then exercisable or to be exercisable as a result of the Sale) over the exercise price thereof. | |
D. Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs or would cause adverse tax consequences to the holders, it may in its discretion refrain from making such adjustments. | |
E. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each outstanding Incentive Award will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. | |
F. Other Issuances of Securities. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to outstanding Incentive Awards. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. |
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G. Fractional Shares. No fractional shares shall be issued under the Plan, and the grantee of Incentive Awards shall receive from the Company cash in lieu of any such fractional share. | |
H. Adjustments. Upon the happening of any of the events described in subparagraphs A, B or C above, the class and aggregate number of shares set forth in paragraph 4 hereof that are subject to Options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 14 and, subject to paragraph 2, its determination shall be conclusive. |
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x | PLEASE MARK VOTES AS IN THIS EXAMPLE | REVOCABLE PROXY NATIONAL DENTEX CORPORATION |
PROXY FOR THE SPECIAL MEETING IN LIEU OF ANNUAL
MEETING OF SHAREHOLDERS ON MAY 16, 2006
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Special Meeting in Lieu of Annual Meeting of Shareholders, Proxy Statement and the Annual Report of National Dentex Corporation (the “Company”), hereby appoint(s) David V. Harkins, David L. Brown, and Richard F. Becker or any one of them, proxies for the undersigned, with full power of substitution in each of them, to represent the undersigned at the Special Meeting in Lieu of Annual Meeting of Shareholders of the Company to be held at Posternak Blankstein & Lund LLP, Prudential Tower, 800 Boylston Street, 33rdFloor, Boston, Massachusetts, 02199 at 10:00 a.m. on Tuesday, May 16, 2006 and at any adjournment or postponement thereof, and thereat, to vote and act in regard to all matters which may properly come before said meeting (except those matters as to which authority is hereinafter withheld) upon and in respect of all shares of Common Stock of the Company upon or in respect of which the undersigned would be entitled to vote or act and with all powers the undersigned would possess, if personally present, and especially (but without limiting the general authorization and power hereby given) to vote and act as indicated hereon.
Please be sure to sign and date this Proxy in the box below. | Date | ||||
| |||||
With- | For All | |||||||||
For | hold | Except | ||||||||
1. | Proposal to elect the following persons as directors. | o | o | o | ||||||
(01) David L. Brown | (04) David V. Harkins | |||||||||
(02) Thomas C. Callahan | (05) Norman F. Strate | |||||||||
(03) Jack R. Crosby | ||||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “For All Except” and write that nominee’s name(s) in the space provided below. | ||||||||||
For | Against | Abstain | ||||||
2. | Proposal to approve the Amended and Restated 2001 Stock Plan. | o | o | o | ||||
3. | Proposal to approve the appointment of PricewaterhouseCoopers LLP as Auditors | o | o | o | ||||
4. | In their discretion on any other matters as may properly come before the meeting or at any adjournment or postponement thereof. | |||||||
Mark box at right if an address change or comment has been noted on the bottom portion of this card. | o |
Please check the box at right if you plan to attend the meeting on May 16. | o |
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
éDetach above card, sign, date and mail in postage paid envelope provided.é
NATIONAL DENTEX CORPORATION
The undersigned hereby confer(s) upon said proxies, and each of them, discretionary authority to vote (a) upon any other matters or proposals not known at the time of solicitation of this proxy which may properly come before the meeting, and (b) with respect to the selection of Directors in the event of any unforeseen emergency.
Attendance of the undersigned at said meeting or at any adjournment or postponement thereof will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate thereat his or her intention to vote said shares in person. If a fiduciary capacity is attributed to the undersigned hereon, this proxy will be deemed signed by the undersigned in that capacity.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.