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
April 5, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On April 5, 2005, National Dentex Corporation ("National Dentex")
received a letter by fax from Nasdaq dated April 5, 2005 (the "Letter")
indicating that Nasdaq had not received National Dentex's Form 10-K for the
period ended December 31, 2004 as required by Nasdaq Marketplace Rule
4310(c)(14) and informing National Dentex that its securities accordingly will
be delisted from Nasdaq at the opening of business on April 14, 2005, unless
National Dentex requested a hearing in accordance with the Marketplace Rule 4800
Series, as described in the Letter. By way of background, National Dentex notes
that it issued a press release on March 31, 2005 and filed a Current Report on
Form 8-K with the SEC on April 1, 2005 in respect thereto that set forth the
reasons that it has not been able to timely file by the extended due date of
March 31, 2005 its Annual Report on Form 10-K for the fiscal year ended December
31, 2004.
The Letter informed National Dentex that as a result of its filing
delinquency the fifth character "E" would be appended to its trading symbol and
that its trading symbol would thus be changed from "NADX" to "NADXE" at the
opening of business on April 7, 2005. The Letter further informed National
Dentex that Marketplace Rule 4815(b) requires National Dentex, as promptly as
possible but no later than seven (7) calendar days from the receipt of the
Letter, to make a public announcement through the news media to disclose its
receipt of the Letter and the Nasdaq rules upon which it is based, having first,
however, providing a copy of the public announcement to Nasdaq's StockWatch
Department and Listing Qualifications Hearings Department at least ten (10)
minutes prior to its public dissemination.
The Letter also informed National Dentex that it could appeal Nasdaq's
delisting determination by requesting a hearing with a Nasdaq Listing
Qualifications Panel (a "Panel"). The Letter indicated that such a request would
stay the delisting of National Dentex's securities pending a Panel decision. The
Letter informed National Dentex that it could request either an oral hearing or
a hearing based solely on written submissions, and that the fee for an oral
hearing is $5,000 and that the fee for a hearing based on written submissions is
$4,000. The Letter further informed National Dentex that the written request for
a hearing and a copy of the accompanying check for the required hearing fee must
be received by Nasdaq's Hearings Department no later than 4:00 p.m. Eastern Time
on April 12, 2005 in order to stay the delisting.
On April 8, 2005, National Dentex requested an oral hearing before a
Panel and submitted the necessary $5,000 hearing fee to appeal and stay the
delisting determination set forth in the Letter. While there can be no assurance
the Panel will grant National Dentex's request for continued listing, National
Dentex currently believes that it will be able to satisfy the Nasdaq's continued
listing requirements.
On April 8, 2005, National Dentex issued a press release with respect
to the above-mentioned delisting determination and hearing request after first
providing a copy for review by Nasdaq's StockWatch Department and Listing
Qualifications Hearings Department in accordance with the instructions contained
in the Letter. The press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of National Dentex Corporation dated April 8, 2005.
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)
April 8, 2005
/s/ Richard F. Becker, Jr.
By:............................
Richard F. Becker, Jr.
Vice President, Treasurer and Chief Financial Officer
Exhibit Index
99.1 Press release of National Dentex Corporation dated April 8, 2005.