National Dentex (NADX) 8-K/A Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 5, 2006
Date of Report (date of earliest event reported)

NATIONAL DENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 000-23092

MASSACHUSETTS	04-2762050
(State or Other	(I.R.S. Employer
Jurisdiction of	Identification No.)
Incorporation or
Organization)
526 Boston Post Road,
Wayland, MA	01778
(Address of Principal
Executive Offices)	(Zip Code)

(508) 358-4422
(Registrant’s Telephone No., 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 (seeGeneral Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On October 5, 2006, National Dentex Corporation (“we” or “National Dentex”) acquired Keller Group, Incorporated (“Keller”), a privately-held Missouri corporation that operates a dental laboratory business with production facilities in both St. Louis, Missouri and Louisville, Kentucky, and sales offices in Kansas City, Missouri and Indianapolis, Indiana. We filed a Current Report on Form 8-K on October 6, 2006 regarding this acquisition.

At that time, we indicated that, in accordance with Instruction 5 of Item 2.01 and Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K, we intended to amend our filing on Form 8-K on or before December 22, 2006, which is the date 71 calendar days after October 12, 2006, the date by which our initial report on Form 8-K regarding our acquisition of Keller was required to be filed so as to include the information required under Item 9.01(a) (Financial Statements of Businesses Acquired) and Item 9.01(b) (Pro Forma Financial Information).

Accordingly, this Form 8-K/A amends the Current Report on Form 8-K that we filed on October 6, 2006 to include Item 9.01(a) (Financial Statements of Businesses Acquired), Item 9.01(b) (Pro Forma Financial Information) and Item 9.01(d) (Exhibits).

Item 2.01 Completion of Acquisition or Disposition of Assets.

In accordance with Instruction 5 of Item 2.01 and Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K, National Dentex hereby amends its Current Report on Form 8-K as filed on October 6, 2006 to include the information required under Item 9.01(a) (Financial Statements of Businesses Acquired) and Item 9.01(b) (Pro Forma Financial Information).

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

In accordance with Item 9.01(a)(4), National Dentex hereby amends its Current Report on Form 8-K as filed on October 6, 2006 to submit the financial statements of the acquired business, Keller Group, Incorporated, which are submitted at the end of this Amendment to Current Report on Form 8-K/A, and are filed herewith and incorporated herein by reference.

	Page
Financial Statements
Audited Financial Statements of Keller Group, Incorporated		1

(b) Pro Forma Financial Information

In accordance with Item 9.01(b)(2), National Dentex hereby amends its Current Report on Form 8-K as filed on October 6, 2006 to submit pro forma financial information of National Dentex Corporation and the acquired business, Keller Group, Incorporated, which is submitted at the end of this Amendment to Current Report on Form 8-K/A, and is filed herewith and incorporated herein by reference.

Pro Forma Financial Information

National Dentex Corporation and Keller Group, Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements 16

(d) Exhibits

10.1	Stock Purchase Agreement, by and between National Dentex Corporation, William G. Keller, and Thomas A. Keller, dated October 5, 2006.Previously filed.
23.1	Consent of Stone Carlie & Company, L.L.C.Filed herewith.
99.1	Press release of National Dentex Corporation, dated October 6, 2006.Previously filed.

KELLER GROUP, INCORPORATED
AND AFFILIATES

St. Louis, Missouri

FINANCIAL STATEMENTS WITH
SUPPLEMENTAL INFORMATION AND
INDEPENDENT AUDITORS’ REPORT

YEARS ENDED
DECEMBER 31, 2005 AND 2004

Contents

	Page
Independent Auditors’ Report		1
Consolidated Financial Statements
Consolidated Balance Sheets		2-3
Consolidated Statements of Income		4
Consolidated Statements of Changes in Stockholders’ Equity		5
Consolidated Statements of Cash Flows		6
Notes to Consolidated Financial Statements		7-12
Supplemental Information
Consolidating Balance Sheets		14
Consolidating Statements of Income		15

INDEPENDENT AUDITORS’ REPORT

Board of Directors
Keller Group, Incorporated and Affiliates
St. Louis, Missouri

We have audited the accompanying consolidated balance sheets of Keller Group, Incorporated and Affiliates as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of the internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Keller Group, Incorporated and Affiliates at December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The consolidating information on pages 14 and 15 is presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position and results of operations of the individual companies. Such information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole.

January 27, 2006

101 South Hanley Roadt Suit 800t St. Louis, Missouri 63105-3406 Phone 314-889-1100t Fax 314-889-1101t www.stonecarlie.com

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATED BALANCE SHEETS

ASSETS

	December 31,
	2005		2004
CURRENT ASSETS
Cash and cash equivalents	$	152,293	$	484,898
Investments		272,932		284,667
Accounts and notes receivable, net of allowance for doubtful accounts of $18,810 and $31,011 at December 31, 2005 and 2004, respectively		1,717,242		1,616,855
Inventories		248,956		230,725
Prepaid expenses		85,784		102,993
TOTAL CURRENT ASSETS		2,477,207		2,720,138
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Computer equipment and software		458,650		585,394
Laboratory equipment		1,656,296		1,595,420
Office equipment		305,609		309,868
Leasehold improvements		1,023,043		1,017,207
		3,443,598		3,507,889
Less accumulated depreciation and amortization		2,005,268		1,821,039
		1,438,330		1,686,850
OTHER ASSETS
Due from stockholders		—		166,215
Other		31,178		28,021
		31,178		194,236
	$	3,946,715	$	4,601,224

The accompanying notes are an integral part of these financial statements. Page 2

101 South Hanley Roadt Suit 800t St. Louis, Missouri 63105-3406 Phone 314-889-1100t Fax 314-889-1101t www.stonecarlie.com

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATED BALANCE SHEETS
(Continued)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	December 31,
	2005			2004
CURRENT LIABILITIES
Current maturities of long-term debt	$	134,493		$	195,714
Note payable — bank		824,505			1,140,000
Accounts payable		489,150			355,028
Accrued expenses		425,122			347,898
TOTAL CURRENT LIABILITIES		1,873,270			2,038,640
LONG-TERM DEBT,Less current maturities		912,852			1,119,377
DEFERRED COMPENSATION		438,312			387,335
STOCKHOLDERS’ EQUITY
Common stock — $1 par value; 500 shares authorized; 300 shares issued; 200 and 233 outstanding at December 31, 2005 and 2004, respectively		200			233
Retained earnings		2,524,854			2,307,549
Accumulated other comprehensive loss		(137,073	)		(128,177	)
		2,387,981			2,179,605
Less cost of 100 and 67.5 shares of treasury stock at December 31, 2005 and 2004, respectively		1,665,900			1,123,933
		722,081			1,055,672
Members’ equity		200			200
		722,281			1,055,872
	$	3,946,715		$	4,601,224

The accompanying notes are an integral part of these financial statements. Page 3

101 South Hanley Roadt Suit 800t St. Louis, Missouri 63105-3406 Phone 314-889-1100t Fax 314-889-1101t www.stonecarlie.com

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATED STATEMENTS OF INCOME

	Years Ended December 31,
	2005						2004
				% of Net						% of Net
	Amount			Sales			Amount			Sales
NET SALES	$	16,943,648			100.0		$	16,758,553			100.0
COST OF GOODS SOLD		9,934,453			58.6			9,800,383			58.5
GROSS PROFIT		7,009,195			41.4			6,958,170			41.5
OPERATING EXPENSES
Selling		2,974,338			17.6			3,169,198			18.9
General and administrative		3,292,740			19.4			3,414,676			20.4
		6,267,078			37.0			6,583,874			39.3
INCOME FROM OPERATIONS		742,117			4.4			374,296			2.2
OTHER INCOME (EXPENSE)
Interest expense		(150,456	)		(0.9	)		(136,024	)		(0.8	)
Interest income		8,003			—			7,770			—
Miscellaneous income (expense), net		10,066			0.1			63,294			0.4
		(132,387	)		(0.8	)		(64,960	)		(0.4	)
NET INCOME	$	609,730			3.6		$	309,336			1.8

The accompanying notes are an integral part of these financial statements. Page 4

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years Ended December 31, 2005 and 2004

	KELLER GROUP, INCORPORATED															124 LARKIN WILLIAMS, LLC
										Accumulated
										Other								Total
	Common Stock						Retained			Comprehensive			Treasury			Members’		Stockholders’			Comprehensive
	Shares			Amount			Earnings			Income (Loss)			Stock			Equity		Equity			Income
BALANCE,December 31, 2003		249		$	249		$	2,107,318		($	145,330	)	($	848,949	)	$	200	$	1,113,488
Net income for 2004		—			—		��	309,335			—			—			—		309,335		$	309,335
Stock redemption		(16	)		(16	)		—			—			(274,984	)		—		(275,000	)		—
Distributions to stockholders		—			—			(109,104	)		—			—			—		(109,104	)		—
Other comprehensive income:
Unrealized gain on investments		—			—			—			17,153			—			—		17,153			17,153
Total comprehensive income																					$	326,488

	KELLER GROUP, INCORPORATED															124 LARKIN WILLIAMS, LLC
										Accumulated
										Other								Total
	Common Stock						Retained			Comprehensive			Treasury			Members’		Stockholders’			Comprehensive
	Shares			Amount			Earnings			Income (Loss)			Stock			Equity		Equity			Income
BALANCE,December 31, 2004		233			233			2,307,549			(128,177	)		(1,123,933	)		200		1,055,872
Net income for 2005		—			—			609,730			—			—			—		609,730		$	609,730
Stock redemption		(33	)		(33	)		—			—			(541,967	)		—		(542,000	)		—
Distributions to stockholders		—			—			(392,425	)		—			—			—		(392,425	)		—
Other comprehensive income (loss):
Unrealized loss on investments		—			—			—			(8,896	)		—			—		(8,896	)		(8,896	)
Total comprehensive income																					$	600,834
BALANCE,December 31, 2005		200		$	200		$	2,524,854		($	137,073	)	($	1,665,900	)	$	200	$	722,281

The accompanying notes are an integral part of these financial statements. Page 5

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	609,730		$	309,335
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		355,942			372,734
Allowance for doubtful accounts		(12,201	)		10,654
Loss on sale of investments		2,832			6,968
Loss on sale/disposition of equipment and leasehold improvements		1,977			1,168
Deferred compensation		71,412			29,307
(Increase) decrease in operating assets:
Accounts and notes receivable		(88,186	)		(117,463	)
Inventories		(18,231	)		17,224
Prepaid expenses		17,209			(26,076	)
Other assets		(3,157	)		4,366
Increase (decrease) in operating liabilities:
Accounts payable		134,122			10,464
Accrued expenses		56,789			(219,768	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,128,238			398,913
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold improvements		(109,399	)		(179,447	)
Purchases of investments		62,730			(119,994	)
Proceeds from sale of investments		(62,723	)		144,994
Due from stockholders		166,215			(121,220	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		56,823			(275,667	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving lines of credit borrowings		7,941,505			8,368,521
Payments made on revolving lines of credit		(8,257,000	)		(7,694,074	)
Principal payments made on long-term debt		(267,746	)		(228,941	)
Distributions to stockholders		(392,425	)		(109,104	)
Stock redemption		(542,000	)		(275,000	)

	Years Ended December 31,
	2005			2004
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		(1,517,666	)		61,402
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(332,605	)		184,648
CASH AND CASH EQUIVALENTS,Beginning of year		484,898			300,250
CASH AND CASH EQUIVALENTS,End of year	$	152,293		$	484,898
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	150,456		$	138,145

The accompanying notes are an integral part of these financial statements. Page 6

KELLER GROUP, INCORPORATED AND AFFILIATES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

NOTE 1 -	OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Operations
	Keller Group, Incorporated and Affiliates (the Company) is a manufacturer of dental prosthetics whose primary customers are dentists located throughout the United States. The Company has operations in Missouri, Kentucky and Indiana.
	Principles of Consolidation
	The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and 124 Larkin Williams, LLC (Larkin Williams), a company related through common ownership. Larkin Williams was organized for the primary purpose of leasing office space and laboratory facilities to Keller Group, Incorporated. Larkin Williams is a variable interest entity, as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities.” As such, the assets, liabilities and results of operations are consolidated in the accompanying consolidated financial statements.
	All significant intercompany investments, transactions and account balances have been eliminated in consolidation.
	Cash and Cash Equivalents
	For purposes of the statement of cash flows, the Company considers all highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
	Cash balances maintained by the Company at banks are insured by the Federal Deposit Insurance Corporation up to $100,000 per institution. Periodically, cash balances are in excess of the $100,000 insured limit.
	Accounts Receivable
	Accounts receivable are stated at the amount management expects to collect from outstanding balances. Invoices are considered past due once they are over thirty days old. Management provides for probable uncollectible amounts through a charge to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable. Changes in the allowance for doubtful accounts have not been material to the financial statements.

Page 7

KELLER GROUP, INCORPORATED AND AFFILIATES

NOTE 1 -	OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
	Investments
	Investments are classified as available-for-sale and carried at market value. Unrealized gains and losses on investments are based on the difference between adjusted book value and the fair value of each security. Unrealized gains and losses are reported in accumulated other comprehensive income, an element of stockholders’ equity. Realized gains and losses on dispositions of marketable securities are based on the net proceeds from sale and the adjusted book value of the securities sold, using the specific identification method. Realized gains and losses are reported in earnings.
	Inventories
	Inventories, which consist primarily of raw materials, are valued at the lower of cost or market under the first-in-first-out method.
	Equipment and Leasehold Improvements
	Equipment and leasehold improvements are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using straight-line and accelerated methods over the estimated useful lives of the assets.
	Advertising Expense
	Advertising costs are charged to expense during the year in which they are incurred. Advertising expense totals $670,293 and $403,508 for the years ended December 31, 2005 and 2004, respectively.
	Shipping and Handling Costs
	Shipping and handling costs are included in cost of goods sold in the statements of income.
	Income Taxes
	The Company is an S corporation and is generally not subject to federal and state income taxes. Instead, the stockholders are individually liable for income taxes on the Company’s taxable income. Accordingly, a provision for income taxes has not been included in these financial statements.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Page 8

KELLER GROUP, INCORPORATED AND AFFILIATES

NOTE 2 - INVESTMENTS

     Investments at December 31, 2005 and 2004 consist of the following:

	December 31, 2005
			Gross		Gross
			Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Money market	$	18,569		—	($	320	)	$	18,249
Mutual funds		133,091		—		(37,809	)		95,282
Marketable equity securities		240,345		—		(98,944	)		141,401
Fixed income		18,000		—		—			18,000
	$	410,005		—	($	137,073	)	$	272,932

	December 31, 2004
			Gross		Gross
			Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Money market	$	4,330		—	($	220	)	$	4,110
Mutual funds		141,137		—		(51,436	)		89,701
Marketable equity securities		244,702		—		(76,521	)		168,181
Fixed income		22,675		—		—			22,675
	$	412,844		—	($	128,177	)	$	284,667

NOTE 3 - NOTE PAYABLE – BANK

     Note payable — bank at December 31, 2005 and 2004 consists of the following:

	December 31,
	2005		2004
$1,500,000 revolving line of credit agreement; secured by accounts receivable, inventory, equipment and vehicles; guaranteed by the Company stockholders; interest payable monthly at corporate base rate (8% at December 31, 2005); due May 31, 2006.	$	824,505		—
$1,200,000 revolving line of credit agreement; secured by accounts receivable, inventory, equipment and vehicles; guaranteed by the Company stockholders; interest payable monthly at corporate base rate (6% at December 31, 2004); due July 6, 2005.		—	$	1,140,000
	$	824,505	$	1,140,000

Page 9

KELLER GROUP, INCORPORATED AND AFFILIATES

NOTE 4 -	LONG-TERM DEBT
	Long-term debt at December 31, 2005 and 2004 consists of the following:

	December 31,
	2005		2004
Note payable to bank; secured by accounts receivable, inventory, equipment and vehicles; guaranteed by the Company stockholders; payable in monthly installments of $9,910, including interest at corporate base rate plus ..5% (7.75% at December 31, 2005); due March 2008.	$	651,810	$	786,063
Note payable to bank; secured by accounts receivable, inventory, equipment and vehicles; payable in monthly installments of $5,541, including interest at corporate base rate plus .5% (7.75% at December 31, 2005); due May 2008.		388,081		446,025
Promissory note due to Carey Keller, a related party; unsecured; payable in monthly installments of $1,511, including interest at 5.5% per annum; due May 2006.		7,454		24,652
Note payable to bank; secured by accounts receivable, inventory, equipment and vehicles; payable in monthly installments of $8,333, plus interest at corporate base rate (5.25% at December 31, 2004); due July 2005.		—		58,351
		1,047,345		1,315,091
Less current maturities		134,493		195,714
	$	912,852	$	1,119,377

The scheduled maturities of long-term debt at December 31, 2005 are as follows:

Year	Amount
2006	$	134,493
2007		134,307
2008		778,545
	$	1,047,345

The Company is required to maintain a minimum current ratio and a maximum debt/equity ratio under the terms of several of its note payable and revolving line of credit agreements with the bank.

Page 10

KELLER GROUP, INCORPORATED AND AFFILIATES

NOTE 5 -	LEASES
	The Company leases office space, laboratory facilities, vehicles and equipment under non-cancellable operating leases expiring on various dates through December 2012. Two leases relating to office space and laboratory facilities can be extended at the option of the Company for two successive 60-month terms. One lease relating to office space and laboratory facilities is secured by a $140,000 irrevocable letter of credit. The letter of credit is reduced annually and is no longer required after December 2008.
	The future minimum lease payments due under non-cancellable operating leases at December 31, 2005 are as follows:

	Total
Year	Amounts
2006	$	764,881
2007		675,451
2008		637,413
2009		593,295
2010		524,527
Thereafter		1,153,530
	$	4,349,097

	Total rent expense amounts to $640,761 and $601,216 for the years ended December 31, 2005 and 2004, respectively.
NOTE 6 -	NON-CASH TRANSACTIONS
	In 2004, the Company had an arrangement with another company whereby it received credit against future inventory purchases in exchange for the scrap gold generated during its manufacturing process. The Company received credit against inventory purchases totaling $84,911 for the year ended December 31, 2004.
NOTE 7 -	DEFERRED COMPENSATION PLAN
	The Company is obligated under certain agreements to provide deferred compensation benefits to several officers and key employees upon the occurrence of certain events including retirement, disability and death, and the satisfaction of certain vesting provisions including service and age requirements. The deferred compensation liability of $438,312 and $387,335 at December 31, 2005 and 2004, respectively, represents the total deferred compensation benefits that have been earned by the officers and key employees under the terms of their respective agreements. Deferred compensation expense is $50,977 and $29,307 for the years ended December 31, 2005 and 2004, respectively.

Page 11

KELLER GROUP, INCORPORATED AND AFFILIATES

NOTE 8 -	BENEFIT PLAN
	The Company has a defined contribution plan for employees who have met certain service and age requirements. Participants may make contributions to the plan of up to 15% of compensation, subject to certain limitations specified by the Internal Revenue Service. The plan provides for the Company to make discretionary and matching contributions. Currently, the Company matching contribution equals 33% of the first 6% of compensation that participants contribute to the plan. Company contributions to the plan total $109,671 and $118,433 for the years ended December 31, 2005 and 2004, respectively.
NOTE 9 -	STOCK REPURCHASE AGREEMENTS
	Under the terms of a Stock Repurchase Agreement with its stockholders, the Company is required to purchase all of the shares owned by a stockholder upon the cessation of his employment with the Company for a reason other than retirement, disability and death. The Company will purchase the shares at an agreed upon value as defined by the agreement.
	An amount equal to 20% of the purchase price will be paid within 30 days of the cessation of the stockholder’s employment, with the remaining 80% paid in 120 equal consecutive monthly installments. The agreement also provides for the Company to have the first option to purchase shares offered for sale by its stockholders at an agreed upon value as defined by the agreement.
	On January 1, 2002, the Company entered into a new Stock Purchase Agreement with one of its stockholders to redeem his shares of common stock for $1,666,000 over a five-year period. In 2005, the stockholder redeemed his remaining shares for $542,000.

Page 12

SUPPLEMENTAL INFORMATION

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATING BALANCE SHEETS

	December 31, 2005
	Keller		Keller Laboratories,				Eliminating/
	Group,		Incorporated				Reclassification					124 Larkin				December 31,
	Incorporated		Midwest		Southeast		Entries		Total			Williams, LLC		Consolidated		2004
Current Assets
Cash and cash equivalents	$	74,878	$	8,470		—		—	$	83,348		$	68,945	$	152,293	$	484,898
Investments		272,932		—		—		—		272,932			—		272,932		284,667
Accounts and notes receivable, net		1,688,210		29,030		—		—		1,717,240			—		1,717,242		1,616,855
Due from affiliates		—		5,168,814		—	$	5,280,160		(111,346	)		111,348		—		—
Inventories		—		174,332	$	74,624		—		248,956			—		248,956		230,725
Prepaid expenses		34,122		37,400		10,812		—		82,334			3,450		85,784		102,993
Total Current Assets		2,070,142		5,418,046		85,436		5,280,160		2,293,464			183,743		2,477,207		2,720,138
Equipment and Leasehold Improvements,Net		165,140		567,701		69,946		—		802,787			635,543		1,438,330		1,686,850
Investment in Subsidiaries		374,190		—		—		374,190		—			—		—		—
Other		54,333		2,000		4,845		30,000		31,178			—		31,178		194,236
		593,663		569,701		74,791		404,190		833,965			635,543		1,469,508		1,881,086
Total Assets	$	2,663,805	$	5,987,747	$	160,227	$	5,684,350	$	3,127,429		$	819,286	$	3,946,715	$	4,601,224
Current Liabilities
Current maturities of long-term debt	$	52,608		—		—		—	$	52,608		$	81,885	$	134,493	$	195,714
Notes payable — bank		824,505		—		—		—		824,505			—		824,505		1,140,000
Due to affiliates		5,227,465		—	$	52,695	$	5,280,160		—			—		—		—

	December 31, 2005
	Keller			Keller Laboratories,					Eliminating/
	Group,			Incorporated					Reclassification					124 Larkin					December 31,
	Incorporated			Midwest		Southeast			Entries		Total			Williams, LLC		Consolidated			2004
Accounts payable		455,319		$	33,574		257			—		489,150			—		489,150			355,028
Accrued expenses		263,499			105,271		35,917			—		404,687			20,435		425,122			347,898
Total Current Liabilities		6,823,396			138,845		88,869			5,280,160		1,770,950			102,320		1,873,270			2,038,640
Long-Term Liabilities
Long-term debt, less current maturities		342,926			—		—			—		342,926			569,926		912,852			1,119,377
Deferred compensation		236,246			137,611		64,455			—		438,312			—		438,312			387,335
Other		—			—		—			30,000		(30,000	)		30,000		—			—
Total Long-Term Liabilities		579,172			137,611		64,455			30,000		751,238			599,926		1,351,164			1,506,712
Total Liabilities		7,402,568			276,456		153,324			5,310,160		2,522,188			702,246		3,224,434			3,545,352
Stockholders’ Equity (Deficit)
Common stock		200			800		10,000			10,800		200			—		200			233
Additional paid-in capital		—			25,390		—			25,390		—			—		—			—
Retained earnings (deficit)		(2,935,990	)		5,685,101		(3,097	)		338,000		2,408,014			116,840		2,524,854			2,307,549
Accumulated other comprehensive loss		(137,073	)		—		—			—		(137,073	)		—		(137,073	)		(128,177	)
Treasury stock		(1,665,900	)		—		—			—		(1,665,900	)		—		(1,665,900	)		(1,123,933	)
Members’ equity		—			—		—			—		—			200		200			200
Total Stockholders’ Equity (Deficit)		(4,738,763	)		5,711,291		6,903			374,190		605,241			117,040		722,281			1,055,872
Total Liabilities and Stockholders’ Equity	$	2,663,805		$	5,987,747	$	160,227		$	5,684,350	$	3,127,429		$	819,286	$	3,946,715		$	4,601,224

Page 14

KELLER GROUP, INCORPORATED AND AFFILIATES

CONSOLIDATING STATEMENTS OF INCOME

	Year Ended December 31, 2005
	Keller			Keller Laboratories,						Eliminating/								Eliminating/					Year Ended
	Group,			Incorporated						Reclassification					124 Larkin			Reclassification					December 31,
	Incorporated			Midwest			Southeast			Entries		Total			Williams, LLC			Entries		Consolidated			2004
Net Sales		—		$	13,681,094		$	3,262,554			—	$	16,943,648		$	703,379		$	703,379	$	16,943,648		$	16,758,553
Cost of Sales		—			8,168,806			1,806,687			—		9,975,493			662,339			703,379		9,934,453			9,800,383
Gross Profit		—			5,512,288			1,455,867			—		6,968,155			41,040			—		7,009,195			6,958,170
Operating Expenses
Selling	$	505,044			2,143,931			325,363			—		2,974,338			—			—		2,974,338			3,169,198
General and administrative		2,272,617			699,131			320,182			—		3,291,930			810			—		3,292,740			3,414,676
Corporate allocation		(2,832,559	)		2,276,532			556,027			—		—			—			—		—			—
Total Operating Expenses		(54,898	)		5,119,594			1,201,572			—		6,266,268			810			—		6,267,078			6,583,874
Income From Operations		54,898			392,694			254,295			—		701,887			40,230			—		742,117			374,296
Other Income (Expense)		(54,898	)		(27,746	)		(70	)		—		(82,714	)		(49,673	)		—		(132,387	)		(64,960	)
Net Income		—		$	364,948		$	254,225			—	$	619,173			($9,443	)		—	$	609,730		$	309,336

Page 15

NATIONAL DENTEX CORPORATION
& KELLER GROUP, INCORPORATED

UNAUDITED PRO FORMA STATEMENTS OF INCOME

FOR THE YEAR ENDED
DECEMBER 31, 2005 AND THE NINE MONTHS ENDED SEPTEMBER, 30 2006 AND 2005

Contents
Unaudited Pro Forma Statement of Income for the year ended December 31, 2005	17
Unaudited Pro Forma Statement of Income for the nine months ended September 30, 2005	18
Unaudited Pro Forma Statement of Income for the nine months ended September 30, 2006	19

NATIONAL DENTEX CORPORATION

UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005

The following unaudited pro forma statement of income for the year ended December 31, 2005 has been prepared in accordance with principles generally accepted in the United States to give effect to the October 5, 2006 acquisition of Keller Group, Incorporated as if the transaction occurred on January 1, 2005. The pro forma statement of income combines the results of operations of National Dentex Corporation for the year ended December 31, 2005 with the results of operations of Keller Group, Incorporated for the year ended December 31, 2005.

										Pro Forma Adjustments
										Deduct:			Add:
	National			Keller						Nonrecurring			Additional			Pro Forma
	Dentex			Group			Combined			Charges			Charges			Results
Net Sales	$	135,842,674		$	16,943,648		$	152,786,322		$			$			$	152,786,322
Cost of goods sold		78,380,380			9,934,453			88,314,833						37,210	(4)		88,352,043
Gross profit		57,462,294			7,009,195			64,471,489						(37,210	)		64,434,279
Selling, general and administrative expenses		44,728,227			6,267,078			50,995,305			(565,141	) (1)		207,569	(4,5)		50,637,733
Operating income		12,734,067			742,117			13,476,184			565,141			(244,779	)		13,796,546
Other income (expense)		(646,436	)		10,066			(636,370	)								(636,370	)
Interest income (expense)		(665,108	)		(142,453	)		(807,561	)		132,311	(2)		(1,397,300	) (6)		(2,072,550	)
Income before provision for income taxes		11,422,523			609,730			12,032,253			697,452			(1,642,079	)		11,087,626
Provision for income taxes		4,333,705			—			4,333,705			265,032	(3)		(623,990	)  (3)		3,974,747
Net income		7,088,818			609,730			7,698,548			432,420			(1,018,089	)		7,112,879
Unrealized gain on securities available for sale		—			—			—			—			—			—
Comprehensive income	$	7,088,818		$	609,730		$	7,698,548		$	432,420		$	(1,018,089	)	$	7,112,879
Net income per share:
Basic							$	1.44								$	1.33
Diluted							$	1.37								$	1.27
Weighted average shares O/S:
Basic								5,333,597									5,333,597
Diluted								5,601,441									5,601,441

Page 17

NATIONAL DENTEX CORPORATION

UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

The following unaudited pro forma statement of income for the nine months ended September 30, 2005 has been prepared in accordance with principles generally accepted in the United States to give effect to the October 5, 2006 acquisition of Keller Group, Incorporated as if the transaction occurred on January 1, 2005. The pro forma statement of income combines the results of operations of National Dentex Corporation for the nine months ended September 30, 2005 with the results of operations of Keller Group, Incorporated for the nine months ended September 30, 2005.

										Pro Forma Adjustments
										Deduct:			Add:
	National			Keller						Nonrecurring			Additional			Pro Forma
	Dentex			Group			Combined			Charges			Charges			Results
Net Sales	$	101,504,126		$	12,486,775		$	113,990,901		$			$			$	113,990,901
Cost of goods sold		58,054,516			5,511,604			63,566,120						27,908	(4)		63,594,028
Gross profit		43,449,610			6,975,171			50,424,781						(27,908	)		50,396,873
Selling, general and administrative expenses		33,129,867			6,493,502			39,623,369			(423,856	) (1)		155,678	(4,5)		39,355,191
Operating income		10,319,743			481,669			10,801,412			423,856			(183,586	)		11,041,682
Other income (expense)		(362,434	)		(95,375	)		(457,809	)								(457,809	)
Interest income (expense)		(539,711	)		10,274			(529,437	)		99,233	(2)		(1,047,975	) (6)		(1,478,179	)
Income before provision for income taxes		9,417,598			396,568			9,814,166			523,089			(1,231,561	)		9,105,694
Provision for income taxes		3,672,863			—			3,672,863			198,774	(3)		(467,993	) (3)		3,403,644
Net income		5,744,735			396,568			6,141,303			324,315			(763,568	)		5,702,050
Unrealized gain on securities available for sale		—			—			—			—			—			—
Comprehensive income	$	5,744,735		$	396,568		$	6,141,303		$	324,315		$	(763,568	)	$	5,702,050
Net income per share:
Basic							$	1.16								$	1.07
Diluted							$	1.10								$	1.02
Weighted average shares O/S:
Basic								5,309,621									5,309,621
Diluted								5,563,621									5,563,621

Page 18

NATIONAL DENTEX CORPORATION

UNAUDITED PRO FORMA STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

The following unaudited pro forma statement of income for the nine months ended September 30, 2006 has been prepared in accordance with principles generally accepted in the United States to give effect to the October 5, 2006 acquisition of Keller Group, Incorporated as if the transaction occurred on January 1, 2006. The pro forma statement of income combines the results of operations of National Dentex Corporation for the nine months ended September 30, 2006 with the results of operations of Keller Group, Incorporated for the nine months ended September 30, 2006.

										Pro Forma Adjustments
										Deduct:			Add:
	National			Keller						Nonrecurring			Additional			Pro Forma
	Dentex			Group			Combined			Charges			Charges			Results
Net Sales	$	109,518,333		$	14,257,357		$	123,775,690		$			$			$	123,775,690
Cost of goods sold		63,830,584			5,734,202			69,564,786						27,908	(4)		69,592,694
Gross profit		45,687,749			8,523,155			54,210,904						(27,908	)		54,182,996
Selling, general and administrative expenses		35,456,377			7,853,503			43,309,880			(423,856	) (1)		155,678	(4,5)		43,041,702
Operating income		10,231,372			669,652			10,901,024			423,856			(183,586	)		11,141,294
Other income (expense)		(595,623	)		(103,350	)		(698,973	)								(698,973	)
Interest income (expense)		(848,401	)		(168,965	)		(1,017,366	)		99,233	(2)		(1,047,975	) (6)		(1,966,108	)
Income before provision for income taxes		8,787,348			397,337			9,184,685			523,089			(1,231,561	)		8,476,213
Provision for income taxes		3,392,982			—			3,392,982			198,774	(3)		(467,993	)  (3)		3,123,763
Net income		5,394,366			397,337			5,791,703			324,315			(763,568	)		5,352,450
Unrealized gain on securities available for sale		—			—			—			—			—			—
Comprehensive income	$	5,394,366		$	397,337		$	5,791,703		$	324,315		$	(763,568	)	$	5,352,450
Net income per share:
Basic							$	1.06								$	.98
Diluted							$	1.01								$	.93
Weighted average shares O/S:
Basic								5,476,887									5,476,887
Diluted								5,751,980									5,751,980

Page 19

National Dentex Corporation
Notes to Unaudited Pro Forma Statements of Income

(1)	To eliminate estimated non recurring expenses including labor and related benefits, professional fees and travel expenses.
(2)	To eliminate interest expense.
(3)	Represents the tax effects of the above adjustments at the marginal tax rate of 38%.
(4)	To reflect the estimated increase in depreciation arising from fair market value adjustments to Keller’s property, plant and equipment:

						Nine Months			Nine Months
	Expected		Year Ended			Ended			Ended
	Useful		December			September			September
	Lives		2005			2005			2006
Cost of Goods Sold:
Leasehold Improvements		6		9,234			6,926			6,926
Laboratory Equipment		3		19,176			14,382			14,382
Machinery and Equipment		6		8,800			6,600			6,600
Total			$	37,210		$	27,908		$	27,908
Selling, General and Administrative:
Computer Software		3	$	(3,466	)	$	(2,599	)	$	(2,599	)
Computer Hardware		3		393			295			295
Furniture & Fixtures		3		(2,290	)		(1,717	)		(1,717	)
Capital Leases		2		(3,735	)		(2,801	)		(2,801	)
Total			$	(9,098	)	$	(6,822	)	$	(6.822	)

(5) To reflect the estimated increase in amortization of identifiable intangible assets:

			Nine Months		Nine Months
	Year Ended		Ended		Ended
	December		September		September
	2005		2005		2006
Non Competes	$	50,000	$	37,500	$	37,500
Customer Relationships		166,667		125,000		125,000
	$	216,667	$	162,500	$	162,500

(6) To record incremental interest expense associated with the debt financing used to pay for a portion of the acquisition of Keller Group, Inc. The interest rate is variable and is determined based upon LIBOR for the applicable borrowing period plus an applicable margin. For purposes of determining the adjustment to interest expense in the unaudited pro forma combined statements of income, the LIBOR rate at the date of acquisition of 5.37% was used with a margin of 1.75%, resulting in an interest rate of 7.12%. A change of¹/4 percent in the interest rate would result in approximately an additional $49,000 in interest before tax on an annual basis and $30,400 net of tax.

Page 20

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, thereunto duly authorized.

	NATIONAL DENTEX CORPORATION
	(Registrant)
December 22, 2006
	By:	/s/ Richard F. Becker, Jr.
	Richard F. Becker, Jr.
	Executive Vice President, Treasurer and Chief Financial Officer