________________________________________________________________________________
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
March 31, 2005
(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.
Jurisdiction of Employer
Incorporation or Identification
Organization) No.)
526 Boston Post 01778
Road, 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 2.02. Results of Operation and Financial Condition.
On March 31, 2005, National Dentex Corporation ("National Dentex") issued a
press release announcing that it would not be able to file with the Securities
and Exchange Commission ("SEC") its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 (the "Form 10-K") by the extended due date of March
31, 2005.
On March 16, 2005, National Dentex filed with the SEC a Form 12b-25
(Notification of Late Filing) indicating it could not, without unreasonable
effort or expense, complete the process of closing its accounting records and
preparing and filing its Form 10-K within the prescribed time period (namely
March 16, 2005) that was applicable to it as an accelerated filer, as defined
under Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). National Dentex indicated that it was filing Form 12b-25 to
extend the prescribed time period for filing the Form 10-K to March 31, 2005.
As National Dentex had indicated in its Form 12b-25 filing, various new
disclosures mandated by Form 10-K, including the new internal control over
financial reporting requirements of the Sarbanes-Oxley Act, have taken longer to
complete than expected because it has a decentralized organization of 45
laboratories located across 30 states and also because it had consummated
acquisitions during the fiscal year ended December 31, 2004. As National Dentex
explained in its Form 12b-25 filing, the decentralized nature of its operations
and its acquisition activity have increased the complexity and expense of its
compliance with the various new disclosure requirements and resulted in delays
in finalizing its consolidated financial statements. While National Dentex's
management believed that it would be able to file the Form 10-K within the
extended time period made available to it by filing a Form 12b-25, National
Dentex was not able to complete the process of closing its accounting records,
preparing its Annual Report on Form 10-K, and finalizing its consolidated
financial statements within this extended time period. As of the date of this
filing, National Dentex still needs additional time to analyze, in connection
with its independent auditors, an evaluation report with respect to the
valuation of customer relationships of an acquisition that it consummated during
fiscal 2004 that was submitted to it on March 30, 2005 by an independent
third-party accounting firm. The late timing of the submission of the evaluation
report to National Dentex was such that neither National Dentex nor its
independent auditors have had sufficient time to analyze the report prior to
completing the process of closing National Dentex's accounting records, and
thereby finalizing its Annual Report on Form 10-K and the accompanying
consolidated financial statements.
As of the date of this filing, National Dentex's management has not
identified any material weaknesses in internal control over financial reporting;
but notes that it has not yet completed its assessment and could identify
control deficiencies that would be classified as material weaknesses in
Management's Report on Internal Control over Financial Reporting, filed within
its Annual Report on Form 10-K.
The press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information set forth in this Item 2.02 of this Current Report on Form
8-K, including the information contained in Exhibit 99.1, shall be deemed
"filed" for purposes of the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of National Dentex Corporation dated March 31, 2005.
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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)
March 31, 2005
By: /s/ Richard F. Becker, Jr.
---------------------------------
Richard F. Becker, Jr.
Vice President, Treasurer and
Chief Financial Officer
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Exhibit Index
99.1 Press release of National Dentex Corporation dated March 31, 2005.
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