- --------------------------------------------------------------------------------
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
October 24, 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 Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
526 Boston Post
Road, Wayland, MA 01778
(Address of Principal Executive Offices) (Zip Code)
(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 October 24, 2007, National Dentex Corporation ("National Dentex") and its
wholly-owned subsidiaries entered into an Amendment to Second Amended and
Restated Loan Agreement (the "Amendment") with Bank of America, N.A. ("Bank of
America") that amended the Second Amended and Restated Loan Agreement with Bank
of America, dated November 7, 2006 (as amended, the "Loan Agreement").
The purpose of the Amendment was to amend and restate, effective as of June 30,
2007, two of the Loan Agreement's financial covenants.
The text of the Amendment is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 in respect of the Amendment and
Exhibit 10.1 hereof are hereby incorporated by reference into this Item 2.03
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment to Second Amended and Restated Loan Agreement by and among Bank
of America, N.A., National Dentex Corporation and the subsidiaries of National
Dentex therein named.
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)
October 30, 2007 By: /s/ Richard F. Becker, Jr.
----------------------------
Richard F. Becker, Jr.
Executive Vice President and
Treasurer
Exhibit Index
10.1 Amendment to Second Amended and Restated Loan Agreement by and among
Bank of America, N.A., National Dentex Corporation and the
subsidiaries of National Dentex therein named.