1
File No. 333________
As filed with the Securities and Exchange Commission on August 1, 2001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
NATIONAL DENTEX CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2762050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
526 BOSTON POST ROAD, WAYLAND, MASSACHUSETTS 01778
(Address of Principal Executive Offices)
NATIONAL DENTEX CORPORATION
2001 STOCK PLAN
(Full title of the Plan)
RICHARD F. BECKER, JR.
Vice President - Finance and Chief Financial Officer
National Dentex Corporation
526 Boston Post Road
Wayland, Massachusetts 01778
(Name and address of agent for services)
(508) 358-4422
(Telephone number, including area code,
of agent for service)
copy to:
MICHAEL L. ANDRESINO, ESQ.
Posternak, Blankstein & Lund, L.L.P.
100 Charles River Plaza
Boston, MA 02114-2723
(617) 973-6100
--------------------
2
================================================================================
Calculation of Registration Fee
- ---------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
Be Registered Registered(1) Per Share(2) Price(2) Fee
- ------------- --------------- -------------- ---------- -----------
Common Stock
$0.01 par value 300,000 shares $22.79 $6,837,000 $1,709.25
- ---------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares as may be required pursuant to
the 2001 Stock Plan in the event of a stock dividend, stock split,
split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for
purposes of determining the registration fee and is based upon the
market value of outstanding shares of the Company's common stock on
July 26, 2001, utilizing the average of the high and low sale prices
reported on the NASDAQ National Market System for that date.
================================================================================
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
National Dentex Corporation (the "Company") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:
a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, and
c) The description of the Company's Common Stock, $0.01 par value,
contained in the Company's registration statement on Form 8-A (File
No. 000-23092) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13 (a) and 13 (c),
Section 14 and Section 15 (d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares to be offered hereby will be passed upon for
the Company by Posternak, Blankstein & Lund, L.L.P., Boston, Massachusetts.
The consolidated financial statements of the Company incorporated by
reference herein from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 have been incorporated by reference in reliance on
the report of Arthur Andersen LLP, independent public accountants, given on the
authority of such firm as experts in accounting and auditing in giving said
reports.
3
4
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of the Massachusetts Business Corporation Law provides that
a corporation may indemnify its directors, officers, employees or other agents.
Section 13 (b) (1-1/2) of the Massachusetts Business Corporation Law provides
that the Articles of Organization may contain a provision eliminating or
limiting the personal liability of directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Six of the Company's Articles of Organization, as amended,
eliminates the personal liability of each member of the Company's Board of
Directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. However, the liability of a director is not
eliminated (i) for any breach of such director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of the Massachusetts Business Corporation Law, or any
amendatory or successor provision thereto, or (iv) for any transaction from
which such director derived an improper personal benefit. This provision is
intended to afford directors additional protection, and limit their potential
liability, from suits alleging a breach of duty of care by a director. The
Company believes that this provision will assist it in maintaining and securing
the services of directors who are not employees of the Company. As a result of
the inclusion of such a provision, stockholders may be unable to recover
monetary damages against directors for actions taken by them that constitute
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found
not to be available to stockholders for any particular case, stockholders may
not have any effective remedy against the challenged conduct.
The Company's By-Laws also provide that directors and officers shall be
indemnified against liabilities arising from their service as directors or
officers to the fullest extent permitted by Massachusetts law, which generally
requires that the individual act in good faith and in a manner he reasonably
believes to be in or not opposed to the Company's best interests.
The Company has an insurance policy that insures the Company's
directors and officers against certain liabilities which may be incurred in
connection with the performance of their duties.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
5
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
EXHIBIT
4.1 2001 Stock Plan.
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P. as to the legality of
the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel, contained in its opinion filed as Exhibit 5.1.
24.1 Power of Attorney, included on the signature pages hereto.
Item 9. UNDERTAKINGS.
a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a) (3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a) (l) (i) and (a) (1)
(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnish to the
Commission by the undersigned registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement
5
6
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
6
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wayland, Commonwealth of Massachusetts, on this 30th
day of July, 2001.
NATIONAL DENTEX CORPORATION
By: /s/ David L. Brown
------------------------------------
David L. Brown, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints
David L. Brown, as his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments or post-effective amendments to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.
By: /s/ David V. Harkins
-----------------------------------
David V. Harkins, Chairman of the
Board and Director
July 30, 2001
By: /s/ Jack R. Crosby
------------------------------------
Jack R. Crosby, Director
July 30, 2001
By: /s/ Daniel A. Grady
------------------------------------
Daniel A. Grady, Director
July 30, 2001
7
8
By: /s/ William H. McClurg
------------------------------------
William H. McClurg, Director
July 30, 2001
By: /s/ Norman F. Strate
------------------------------------
Norman F. Strate, Director
July 30, 2001
By: /s/ David L. Brown
------------------------------------
David L. Brown, President,
Chief Executive Officer, and
Director (Principal Executive
Officer)
July 30, 2001
By: /s/ Richard F. Becker, Jr.
------------------------------------
Richard F. Becker, Jr., Vice
President, Finance, and Chief
Financial Officer (Principal
Financial and Accounting Officer)
July 30, 2001
8