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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 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))
2.02. Results of Operations and Financial Condition.
On May 31, 2005, National Dentex Corporation issued a press release
announcing its results of operations for the first fiscal quarter of
2005 ended March 31, 2005. The press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information under Item 2.02 of this Form 8-K, including the
exhibit, is being furnished to the Securities and Exchange Commission
and shall not be deemed "filed" 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 it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously reported on National Dentex's Current Report on Form 8-K
filed with the SEC on May 24, 2005, National Dentex was notified by
Nasdaq on May 18, 2005 that its securities were subject to delisting
owing to its failure to timely file its Quarterly Report on Form 10-Q
for the first fiscal quarter ended March 31, 2005 by the due date of
May 10, 2005.
Today, June 6, 2005, National Dentex filed the delinquent Report on
Form 10-Q, bringing it current in all of its Securities and Exchange
Commission periodic filings.
National Dentex' inability to file the Quarterly Report had stemmed
from its delay in filing its Annual Report on Form 10-K for fiscal
2004, which delay had been the subject of a prior delinquency notice
from Nasdaq and a Nasdaq listing qualifications panel hearing held on
May 5, 2005. National Dentex had filed the delinquent Annual Report on
May 24, 2005.
With today's filing of the Quarterly Report, National Dentex believes
that it has regained compliance with Nasdaq's continued listing
standards. Although no assurance can be given, National Dentex intends
to seek such a determination from Nasdaq. In the meantime, and pending
any further notification from or action by Nasdaq, the fifth character
"E" will continue to be appended to its trading symbol and its trading
symbol will continue to be "NADXE".
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of National Dentex Corporation dated May 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)
June 6, 2005
......... /s/ Richard F. Becker, Jr.
By:...........................................
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 31,
2005.
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