- --------------------------------------------------------------------------------
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
August 11, 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. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
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.
On August 11, 2006, National Dentex Corporation ("National Dentex") and David L.
Brown, its President and Chief Executive Officer, entered into an agreement for
Mr. Brown to participate in a newly adopted supplemental retirement plan, known
as the National Dentex Corporation Supplemental Executive Retirement Plan VI
(together with the participation agreement, the "Plan").
Under the Plan, Mr. Brown (or his designated beneficiary) would be entitled,
beginning upon his 75th birthday in January 2016 to an annual annuity payment of
$125,000 for 10 years, payable in 120 monthly installments of $10,417. This
benefit vests at a rate of 20% per year beginning in January 2007 through
January 2011.
The Plan is attached hereto as Exhibit 10.1, and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 National Dentex Corporation Supplemental Executive Retirement Plan VI,
dated August 11, 2006.
2
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)
August 14, 2006
/s/ Richard F. Becker, Jr.
By: ..........................................
Richard F. Becker, Jr.
Executive Vice President, Treasurer and
Chief Financial Officer
3
Exhibit Index
10.1 National Dentex Corporation Supplemental Executive Retirement Plan VI,
dated August 11, 2006.
4