- -------------------------------------------------------------------------------- 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 December 27, 2004 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, 01778 Wayland, MA (Address of Principal (Zip Code) Executive Offices) (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 (see General Instruction A.2. below): |_| 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On December 27, 2004, National Dentex Corporation issued a press release announcing that Daniel A. Grady had submitted his resignation from its Board of Directors, said resignation to be effective as of December 31, 2004. A copy of the press release announcing Mr. Grady's resignation is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press release of National Dentex Corporation dated December 27, 2004. 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 27, 2004 By: /s/ Richard F. Becker, Jr. --------------------------- Richard F. Becker, Jr. Vice President, Treasurer and Chief Financial Officer Exhibit Index 99.1 Press release of National Dentex Corporation dated December 27, 2004.