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
May 6, 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 Operations and Financial Condition.
On May 9, 2005, National Dentex Corporation issued a press release (attached
hereto as Exhibit 99.1) announcing its revised results of operations for the
fourth fiscal quarter and full fiscal year for 2004. As explained in the press
release, the figures included therein for net income for the fourth quarter and
full year amend and restate results previously announced in a press release
issued by National Dentex on February 25, 2005 and attached as an exhibit to
National Dentex's Current Report on Form 8-K filed with the Commission on
February 25, 2005.
The information under Item 2.02 in this Form 8-K, including the information
contained in Exhibit 99.1 hereof that concerns National Dentex's results of
operations for its fourth fiscal quarter and full year for 2004, is being
furnished to the Commission and such information shall not be deemed "filed"
under Item 2.02 hereof or for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On May 6, 2005, the audit committee of the board of directors of National Dentex
concluded that its previously issued financial statements in respect of the
first three fiscal quarters of fiscal 2004, as included within Quarterly Reports
on Form 10-Q filed with the Commission on each of May 10, 2004, August 9, 2004
(as previously amended on August 17, 2004), and November 11, 2004, should no
longer be relied upon because of an error in such financial statements which
will require their restatement.
The brief description of the facts underlying this conclusion, as required by
Item 4.02(a) of Form 8-K, is contained in National Dentex's press release dated
May 9, 2005, which is attached hereto as Exhibit 99.1 and incorporated by
reference under Item 4.02 of this Current Report on Form 8-K.
As described in the press release, and as previously disclosed in its recent
filings with the Commission, National Dentex has been unable to file its Annual
Report on Form 10-K for its fiscal year ended December 31, 2004 by the extended
due date of March 31, 2005 as it is in the process of reviewing, in conjunction
with its independent auditors PricewaterhouseCoopers LLP ("PwC"), the valuation
and accounting for intangible assets recorded in connection with certain
acquisitions. In connection with its completion of this review, the closing of
its accounting records and preparing its Annual Report on Form 10-K, management
and the audit committee have concluded that National Dentex needs to restate the
financial statements contained in its previously filed Quarterly Reports on Form
10-Q for each of the first three fiscal quarters of 2004 to adjust the
accounting for intangible assets recorded in connection with certain
acquisitions. During this process, National Dentex, in consultation with an
independent third party valuation firm, analyzed all the subject acquisitions
and identified two intangible assets it had not previously recognized apart from
goodwill: customer relationships and trade names. The accounting treatment for
these intangible assets requires amortization expense over the estimated
economic useful life for customer relationships and impairment testing and
associated expense, if any, for trade names. In addition, National Dentex will
revise the classification of these intangible assets in the consolidated balance
sheets of the financial statements previously issued.
National Dentex has concluded that the adjustments required by this restatement
are not material to any of its previously filed Quarterly Reports on Form 10-Q.
However, the significance of the cumulative adjustment of approximately
$292,000, or $.06 per share on a diluted basis, precludes it from being recorded
in the fourth quarter of 2004, thereby necessitating amendments to its filings
on Form 10-Q made with respect to the first three quarters of 2004. In light of
this conclusion, National Dentex has determined (as more fully discussed below)
that this accounting adjustment is not, in itself, a material weakness in
internal control over financial reporting. Management is currently finalizing
its Report on Internal Control over Financial Reporting. This report is expected
to be included in National Dentex's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 when ready for submission to the Commission.
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In determining that this accounting adjustment is not, in itself, a material
weakness in internal control over financial reporting National Dentex
considered, among other things, the control deficiency related to the accounting
for business combinations, which resulted in the need to restate its previously
issued financial statements for the first three fiscal quarters of fiscal 2004.
After reviewing and analyzing the Commission's Staff Accounting Bulletin ("SAB")
No. 99, "Materiality," Accounting Principles Board Opinion No. 28, "Interim
Financial Reporting," paragraph 29 and SAB Topic 5 F, "Accounting Changes Not
Retroactively Applied Due to Immateriality," and taking into consideration (i)
that the restatement adjustments did not have a material impact on the financial
statements of prior interim or annual periods taken as a whole; (ii) that the
cumulative impact of the restatement adjustments on stockholders' equity was not
material on the financial statements of prior interim or annual periods; and
(iii) that National Dentex decided to restate its previously issued financial
statements solely because the cumulative impact of the error, if recorded in the
current period, would have been material to the current quarter's reported net
income, management, at this time, concluded that the control deficiency that
resulted in the restatement of the financial statements for the first three
fiscal quarters of fiscal 2004, was not in itself a material weakness.
National Dentex intends to prepare amendments to each of the three affected Form
10-Q filings to restate the financial statements included therein and to file
the amended Quarterly Reports with the Commission as promptly as reasonably
possible.
Per the requirements of Item 4.02(a)(3) of Form 8-K, National Dentex hereby
states that its audit committee has discussed with National Dentex's independent
accountant the matters disclosed in this filing pursuant to Item 4.02(a).
Item 8.01 Other Events.
For the reasons described under Items 2.02 and 4.02 hereof, and explained more
fully in the press release attached hereto as Exhibit 99.1, National Dentex has
further determined that it will not be able to timely file its Quarterly Report
on Form 10-Q in respect of its first fiscal quarter of 2005 ended March 31, 2005
by the due date of May 10, 2005. National Dentex is not filing a Notification of
Inability to Timely File this Quarterly Report on Form 10-Q insofar as Rule
12b-25(b)(2)(ii) would require National Dentex to represent that the subject
Quarterly Report on Form 10-Q will be filed no later than the fifth calendar day
following the prescribed due date. National Dentex does not believe it can make
such a representation at this time. National Dentex currently believes that it
will be able to complete its preparation of this Quarterly Report on Form 10-Q
and file it with the Commission after it has amended its Quarterly Reports on
Form 10-Q for the first three fiscal quarters of 2004 and completed and filed
its Annual Report on Form 10-K for fiscal 2004 and currently expects that it
will be able to file the respective three amendments on Form 10-Q, its Form
10-K, and its Form 10-Q for the first quarter of fiscal 2005 within the next
several weeks and in any event no later than the week of June 13, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of National Dentex Corporation dated May 9, 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)
May 12, 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 May 9, 2005.
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