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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 16, 2006
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 Road, 01778
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 1.01. Entry into a Material Definitive Agreement.
Amended and Restated 2001 Stock Plan.
On May 16, 2006, National Dentex's stockholders approved the Amended and
Restated 2001 Stock Plan, which diversifies the equity-based compensation awards
available under the plan, which previously only contemplated stock options, to
include the issuance of restricted stock and restricted stock units. The
amendments to the plan did not increase the number of shares available for
issuance under the plan. Executive officers and other key persons and employees
of National Dentex and its subsidiaries, as well as non-employee directors, are
eligible to participate in the plan, subject in each case to the various terms
and conditions of the plan.
A copy of the Amended and Restated 2001 Stock Plan is incorporated herein by
reference to Appendix A to the definitive proxy statement for the 2006 Special
Meeting in Lieu of Annual Meeting of Stockholders of National Dentex
Corporation, as filed with the Securities and Exchange Commission on March 29,
2006.
Director Compensation.
National Dentex's board of directors met after the stockholders meeting on May
16, 2006 and approved the following fees for the ensuing year for each of
National Dentex's four non-employee directors, namely Thomas E. Callahan, Jack
R. Crosby, David V. Harkins, and Norman F. Strate. Non-employee directors will
receive an annual retainer fee and may elect to receive such compensation in the
form of $30,000 cash or in the form of $36,000 worth of restricted stock or
restricted stock units vesting fully on the first anniversary of the effective
award date of May 16, 2006 (equivalent to 1,596 shares of restricted stock or
restricted stock units, calculated by dividing $36,000 by National Dentex's
common stock price of $22.55 at the close of trading on May 16, 2006, rounded to
the nearest whole share), or some combination of the three forms of
compensation. All of National Dentex's directors, except Mr. Brown, are
non-employee directors. Each non-employee director has thirty (30) calendar days
(i.e., until June 15, 2006) within which to elect to receive his retainer fee in
the form of cash, restricted stock, or restricted stock units, or some
combination thereof. However, May 16, 2006 will be used for purposes of the
one-year vesting schedule for any resulting restricted stock or restricted stock
unit agreement as well as the effective date of grant for valuation purposes of
the restricted stock and/or restricted stock unit award, as the case may be.
The board also voted to set the fees for meetings and committee service as
follows: each non-employee director will be paid $1,000 for attendance at a
meeting of the Board of Directors (or $500 for participation by telephone), and
$500 for attendance at a committee meeting (other than on the same day as a
meeting of the full Board of Directors). The board also voted to grant the
Chairman of the Audit Committee an additional $10,000 and the Chairmen of the
Executive, Compensation and Nominating Committees an additional $2,000 each.
Other members of the Audit Committee will receive an additional $2,000. All of
the additional payments described in this paragraph will be cash payments. The
board also voted to continue to reimburse directors for travel and similar
expenses incurred in connection with their services.
The form of Annual Director Fee Deferral and Restricted Stock/RSU Subscription
Agreement, the form of Restricted Stock Unit Agreement for Employees and
Directors under the Amended and Restated 2001 Stock Plan, and the form of
Restricted Stock Agreement for Non-Employee Directors under the Amended and
Restated 2001 Stock Plan are attached to this Current Report on Form 8-K as
Exhibits 10.2, 10.3 and 10.4 and they are each hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amended and Restated 2001 Stock Plan (incorporated by reference to
Appendix A to the definitive proxy statement for the 2006 Special Meeting
in Lieu of Annual Meeting of Stockholders of National Dentex Corporation,
filed with the SEC on March 29, 2006).
10.2 Form of Annual Director Fee Deferral and Restricted Stock/RSU
Subscription Agreement (filed herewith).
10.3 Form of Restricted Stock Unit Agreement (filed herewith).
10.4 Form of Restricted Stock Agreement (filed herewith).
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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 22, 2006
By: /s/ Richard F. Becker, Jr.
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Richard F. Becker, Jr.
Executive Vice President, Treasurer and
Chief Financial Officer
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Exhibit Index
10.1 Amended and Restated 2001 Stock Plan (incorporated by reference to
Appendix A to the definitive proxy statement for the 2006 Special Meeting
in Lieu of Annual Meeting of Stockholders of National Dentex Corporation,
filed with the SEC on March 29, 2006).
10.2 Form of Annual Director Fee Deferral and Restricted Stock/RSU
Subscription Agreement (filed herewith).
10.3 Form of Restricted Stock Unit Agreement (filed herewith).
10.4 Form of Restricted Stock Agreement (filed herewith).
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