UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A* (Amendment No. 1) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter ended June 30, 2003 Commission File Number: 000-23092 NATIONAL DENTEX CORPORATION ----------------------------- Massachusetts 04-2762050 ------------- ---------- (State of Incorporation) (I.R.S. Identification No.) 526 Boston Post Road, Wayland, MA 01778 - --------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (508) - 358 - 4422 ----------------------- (Registrant's Telephone Number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- -------- *Amendment to Part II, Item 6, Exhibits and Reports on Form 8-K, as set forth herein. INDEX Part II. Other Information ------- Item 6. Exhibits and Reports on Form 8-K -------------------------------- Signatures - ---------- EXPLANATORY NOTE TO FORM 10-Q/A This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, as filed with the Commission on August 13, 2003, is being filed solely for the purpose of filing certifications in respect of Section 302 of the Sarbanes-Oxley Act as Exhibits 31.1 and 31.2 thereto in the revised format required for reports that are due on or after August 14, 2003. The certifications previously filed with such Quarterly Report following the signatures thereto shall be deemed replaced and superceded in their entirety by Exhibits 31.1 and 31.2 filed herewith. In addition, Exhibits 99.1 and 99.2 in respect of Section 906 of the Sarbanes-Oxley Act previously filed with such Quarterly Report shall be deemed replaced and superceded in their entirety by Exhibits 32.1 and 32.2 filed herewith, which are identical in all respects to previously filed Exhibits 99.1 and 99.2, except for their redesignation as Exhibits 32.1 and 32.2. No revisions have been made to the Registrant's financial statements or any other disclosure contained in such Quarterly Report. As required by the rules of the Securities and Exchange Commission, the full text of the affected items is included herein. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K --------------------------------- (a) Exhibits Exhibit 31.1 Certification of David L. Brown pursuant to Section 302 of the Sarbanes-Oxley Act. Exhibit 31.2 Certification of Richard F. Becker, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act. Exhibit 32.1 Certification of David L. Brown pursuant to Section 906 of the Sarbanes-Oxley Act. Exhibit 32.2 Certification of Richard F. Becker, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act. (b) Reports on Form 8-K On July 24, 2003, a Form 8-K was filed by the Company under Item 9, Regulation FD Disclosure and Item 12, Disclosure of Results of Operations and Financial Condition. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONAL DENTEX CORPORATION ---------------------------- Registrant September 30, 2003 By:/s/ David L. Brown ---------------------- David L. Brown President, CEO, and Director (Principal Executive Officer) September 30, 2003 By:/s/ Richard F. Becker, Jr. ----------------------- Richard F. Becker, Jr. Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)