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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 14, 2007
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 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 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On August 14, 2007, the Board of Directors (the "Board") of National
Dentex Corporation ("National Dentex") determined to add an equity component to
the annual Board compensation for non-employee directors of National Dentex. The
Board approved an annual grant of restricted stock to each non-employee director
equal to $18,000, vesting over two years.
At the same time, the Board adopted stock ownership guidelines for
non-employee directors, pursuant to which each director has committed to own and
maintain an equity interest in National Dentex common stock equal to at least
two times the director's annual cash and equity Board compensation. Directors
have committed to attain such ownership within a period of three years.
The Board's actions were taken after several months of study and
consideration of the issue, including obtaining advice, a report and
recommendations from an independent compensation consultant. This report
indicated that, while the cash component of the Board's compensation was close
to the median compensation of a general industry and peer group studied by the
consultant, the absence of an annual equity grant results in total compensation
to National Dentex directors that significantly lags the market. With the
restricted stock grant approved by the Board on August 14, 2007, total
non-employee director compensation at National Dentex would remain below the
median compensation of the peer group. The restricted stock grant is intended to
attract and retain highly qualified directors in a manner that aligns the
director's interests with those of the shareholders. The stock ownership
guidelines are likewise intended to align the interests of directors and
shareholders.
The $18,000 restricted stock grant would vest over a two-year period,
with vesting accelerated upon retirement or a change of control. The grant would
be made under the National Dentex 2001 Stock Plan. The Board also continued the
opportunity for non-employee directors to elect to receive their annual retainer
fee in the form of $30,000 in cash or $36,000 in restricted stock or restricted
stock units. For 2007, the number of shares for both the $18,000 restricted
stock grant and the $36,000 in lieu of the cash retainer fee were based on the
closing market price of $17.99 per share on August 14, 2007, resulting in 1,000
shares to be issued under the new restricted stock grant and 2,001 shares to be
issued to directors who elect stock in lieu of the cash retainer under the
existing program. In future years, the restricted stock grant will be made
effective as of the date of the annual meeting.
Following the Board's actions, non-employee director compensation can
be summarized as follows:
Annual retainer...................................$30,000 cash or $36,000 equity
Meeting fees.......................................$1000 in person
$500 telephone
Committee membership...............................$10,000 audit committee chair
$2,000 audit committee member
$2,000 other committee chair
New restricted stock grant.........................$18,000
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 20, 2007
/s/ RICHARD F. BECKER, JR.
By:...............................
Richard F. Becker, Jr.
Executive Vice President and
Treasurer