Registration Statement Consists of 14 pages.
The Exhibit Index appears on page 9.
File No. 333-_____
As filed with the Securities and Exchange Commission on June 7, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
NATIONAL DENTEX CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2762050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 SPEEN STREET, FRAMINGHAM, MASSACHUSETTS 01701
(Address of Principal Executive Offices)
1992 LONG TERM INCENTIVE PLAN
(Full title of the Plan)
RICHARD F. BECKER, JR.
Vice President - Finance and Assistant Treasurer
National Dentex Corporation
111 Speen Street
Framingham, Massachusetts 01701
(Name and address of agent for services)
(508) 820-4800
(Telephone number, including area code,
of agent for service)
copy to:
MICHAEL L. ANDRESINO, ESQ
Posternak, Blankstein & Lund, L.L.P.
100 Charles River Plaza
Boston, MA 02114-2723
(617) 973-6100
____________________
<PAGE 2>
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
be Registered Registered (1) Per Share (2) Price (3) Fee
- ------------- --------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value 185,000 shares $17 $3,145,000 $953.03
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to
the 1992 Long Term Incentive Plan in the event of a stock dividend, stock
split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for purposes
of determining the registration fee and is based upon the market value of
outstanding shares of the Company's common stock on June 2, 1997, utilizing
the average of the high and low sale prices reported on the NASDAQ National
Market System for that date.
(3) This estimate is made pursuant to Rule 457(h) under the Securities Act
solely for the purposes of determining the registration fee and is based upon
the maximum price at which any outstanding options under such plan may be
exercised.
<PAGE 3>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
National Dentex Corporation (the "Company") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:
a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
b) The Company's Quarterly Report on Form 10-Q for the quarter
ending March 31, 1997; and
c) The description of the Company's Common Stock, $0.01 par value,
contained in the Company's registration statement on Form 8-A
(File No. 0-23092) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to sections 13 (a) and 13 (c),
Section 14 and Section 15 (d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares to be offered hereby will be passed upon for
the Company by Posternak, Blankstein & Lund, L.L.P., Boston, Massachusetts.
The consolidated financial statements of the Company incorporated by
reference herein from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 have been incorporated by reference in reliance
on the report of Arthur Andersen LLP, independent public accountants, given
on the authority of such firm as experts in accounting and auditing in giving
said reports.
<PAGE 4>
Item 6. Indemnification of Directors and Officers.
Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts provides that indemnification of directors, officers, employees
or other agents may be provided by a corporation. Section 13 (b) (1-1/2) of
the Business Corporation Law of the Commonwealth of Massachusetts provides that
the Articles of Organization may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its stock-
holders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections
61 or 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Six of the Company's Articles of Organization, as amended,
eliminates the personal liability of each member of the Company's Board of
Directors to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director. However, the liability of a director is not
eliminated (i) for any breach of such director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts Business Corporation Law, or any
amendatory or successor provision thereto, or (iv) for any transaction from
which such director derived an improper personal benefit. This provision is
intended to afford directors additional protection, and limit their potential
liability, from suits alleging a breach of duty of care by a director. The
Company believes this provision will assist it in maintaining and securing the
services of directors who are not employees of the Company. As a result of the
inclusion of such a provision, stockholders may be unable to recover monetary
damages against directors for actions taken by them that constitute fiduciary
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions. If equitable remedies are found not to
be available to stockholders for any particular case, stockholders may not have
any effective remedy against the challenged conduct.
The Company's By-Laws also provide that directors and officers shall be
indemnified against liabilities arising from their service as directors or
officers to the fullest extent permitted by Massachusetts law, which generally
requires that the individual act in good faith and in a manner he reasonably
believes to be in or not opposed to the Company's best interests.
The Company has an insurance policy that insures the Company's
directors and officers against certain liabilities which may be incurred in
connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE 5>
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement (see "Exhibit Index" for
location).
Exhibit
4.1 Amendment dated April 8, 1997 to National Dentex Corporation 1992 Long
Term Incentive Plan.
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P. as to the legality of
the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel, contained in its opinion filed as Exhibit 5.1.
Item 9. Undertakings.
a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individu-
ally or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; not-
withstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering
range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
registration statement; and
(iii) To include any material information with respect to the
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
<Page 6>
provided, however, that paragraphs (a) (l) (i) and (a) (1) (ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnish to the Commission by
the undersigned registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE 7>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Framingham, Commonwealth of
Massachusetts, on this 30th day of April, 1997.
NATIONAL DENTEX CORPORATION
By: /s/ William M. Mullahy
---------------------------------
William M. Mullahy, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints
William M. Mullahy and David L. Brown, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- ------------------------ --------------
<S> <C> <C>
/s/ William M. Mullahy President, Chief April 30, 1997
- -------------------------- Executive Officer
William M. Mullahy and Director (Principal
Executive Officer)
/s/ David L. Brown Vice President, Treasurer April 30, 1997
- -------------------------- and Chief Financial Officer
David L. Brown (Principal Financial Officer)
/s/ Richard F. Becker, Jr. Vice President - Finance April 30, 1997
- -------------------------- and Assitant Treasurer
Richard F. Becker, Jr. (Principal Accounting Officer)
<PAGE 8>
/s/ David V. Harkins Chairman of the April 30, 1997
- -------------------------- Board and Director
David V. Harkins
/s/ Jack R. Crosby Director April 30, 1997
- --------------------------
Jack R. Crosby
/s/ William H. McClurg Director April 30, 1997
- --------------------------
William H. McClurg
/s/ Norman F. Strate Director May 22, 1997
- --------------------------
Norman F. Strate
</TABLE>
<PAGE 9>
EXHIBIT INDEX
Exhibit No. Description Page+
4.1 Amendment dated April 8, 1997 to National Dentex 10
Corporation 1992 Long Term Incentive Plan*
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P. as 11
to the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP 13
23.2 Consent of Counsel (included in Exhibit 5.1 hereto) 14
___________________________
*Balance of Plan incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed on December 20, 1993
(File No. 33-70440).
+Refers to EDGAR pagination.
<PAGE 10>
EXHIBIT 4.1
The first sentence of Section 2 of the LTIP has been amended to read in its
entirety as follows:
"The maximum aggregate number of shares of Stock reserved
and available for distribution under the LTIP shall be 335,000
shares of Stock."*
*Balance of Plan incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed on December 20, 1993
<PAGE 11>
EXHIBIT 5.1
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
ATTORNEYS AT LAW
----------------
100 Charles River Plaza
Boston, Massachusetts 02114
June 7, 1997
National Dentex Corporation
111 Speen Street
Framingham, Massachusetts 01701
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered to you in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), by National
Dentex Corporation, a Massachusetts corporation (the "Company"), relating to
an aggregate of 185,000 shares (the "Shares") of the Company's common stock,
$0.01 par value per share (the "Common Stock") issuable upon the exercise of
options granted under the Company's 1992 Long Term Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the prepara-
tion of the Registration Statement. For purposes of this opinion, we have
examined the Articles of Organization and By-laws, each as amended and restated,
of the Company; the Plan, as amended to date; such records of the corporation
proceedings of the Company as we have deemed material; the Registration State-
ment and all exhibits thereto; and such other documents as we have deemed
necessary to enable us to render this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and The Commonwealth
of Massachusetts.
In rendering the opinion expressed herein, we assume that all steps
necessary to comply with the registration requirements of the Securities Act
and with applicable requirements of state law regulating the sale of securities
will be duly taken.
<PAGE 12>
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
National Dentex Corporation
June 7, 1997
Page 2
Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares have been duly authorized for issuance by all necessary corporate
action and, when issued and delivered against payment of the consideration
therefor as set forth in the Plan, will be validly issued, fully paid and
nonassessable.
This opinion is rendered solely for your benefit, and may not be
relied upon by any other party without our prior written consent. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the Registration Statement.
Very truly yours,
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
By: /s/ Donald H. Siegel, P.C.
---------------------------------
A Partner Thereof
<PAGE 13>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To National Dentex Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8, pertaining to National
Dentex Corporation's 1992 Long Term Incentive Plan, of our report dated
February 6, 1997 on the financial statements included in the 1996 Annual
report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 5, 1997
<PAGE 14>
EXHIBIT 23.2
CONSENT OF COUNSEL
------------------
Included in Exhibit 5.1 hereto.
