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 24, 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 Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
526 Boston Post Road, 01778
Wayland, MA (Zip Code)
(Address of Principal
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.
By way of background, and as previously reported on National Dentex's Current
Report on Form 8-K filed with the SEC on April 11, 2005, National Dentex was
notified by the Nasdaq National Market on April 5, 2005 that its securities are
subject to delisting owing to its failure to timely file its Annual Report on
Form 10-K for the year ended December 31, 2004 by the extended due date of March
31, 2005.
Yesterday, May 24, 2005, National Dentex filed its Annual Report on Form 10-K
for the year ended December 31, 2004 with the SEC.
In addition, on May 18, 2005, National Dentex received an additional delinquency
notice from Nasdaq because of its inability to timely file its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2005 by the due date of May 10,
2005. National Dentex had previously discussed this anticipated additional
delinquency notice at a Nasdaq listing qualifications panel hearing held on May
5, 2005 in response to the Annual Report filing deliquency. Nasdaq's additional
delinquency notice indicated that it would consider the Quarterly Report
delinquency within the context of the Annual Report delinquency notification and
the proceedings initiated thereby.
National Dentex is filing this Current Report on Form 8-K to report that on May
24, 2005 it received the Nasdaq hearing panel's decision via fax. The panel
decision granted National Dentex's request for relief and permitted the
continued listing of National Dentex's securities on Nasdaq, subject to a
requirement that National Dentex file the delinquent Annual Report and Quarterly
Report on or before June 30, 2005.
As noted above, National Dentex has already met the requirement to file the
delinquent Annual Report. National Dentex is currently working with its
independent auditors to file as promptly as reasonably possible its delinquent
Quarterly Report on Form 10-Q. Management currently expects to file this
Quarterly Report with the SEC within approximately the next week. Based on the
hearing panel's decision, National Dentex anticipates, but cannot provide any
assurances, that when it files its Quarterly Report on Form 10-Q for the first
quarter of 2005, it will have regained full compliance with Nasdaq's continued
listing standards.
In the meantime, and pending any further notification from or action by Nasdaq,
the panel decision indicates that the fifth character "E" will continue to be
appended to National Dentex's trading symbol and its trading symbol will
continue to be "NADXE". The panel decision further indicates that Nasdaq's
listing council may, on its own motion, determine to review any panel decision
within 45 calendar days after issuance of the written decision, and may affirm,
modify, reverse, dismiss, or remand the decision to the panel.
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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 25, 2005
By: /s/ Richard F. Becker, Jr.
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Richard F. Becker, Jr. Vice President,
Treasurer and Chief Financial Officer
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