- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 13 2010 - 4:15PM
Edgar (US Regulatory)
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
May
13, 2010
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
Incorporation
or
Organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
2
Vision Drive,
Natick,
MA
|
|
01760
|
(Address
of Principal
Executive
Offices)
|
|
(Zip
Code)
|
(508)
907-7800
(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 8.01 Other Events.
On May 13, 2010, National Dentex
Corporation (“
Company
”)
issued a press release concerning the conclusion of the go-shop period
under the Agreement and Plan of Merger (the “
Merger
Agreement
”), dated April 2,
2010, among GDC Holdings, Inc. (“
Parent
”),
a Delaware corporation, Royal Acquisition Corp., a Delaware corporation
and an indirect wholly owned subsidiary of Parent and a direct wholly
owned subsidiary of GeoDigm Corporation, a Minnesota corporation (“
Merger
Sub
”) and the Company. A copy
of the press release issued by the Company is attached as Exhibit 99.1
hereto and incorporated herein by reference.
Additional Information and Where You
Can Find It
In connection with the proposed
transaction, on April 27, 2010, National Dentex filed with the SEC a
preliminary proxy statement on Schedule 14A. In addition, National
Dentex will file with the SEC a definitive proxy statement on Schedule
14A and relevant documents. Investors and security holders of National
Dentex are urged to read all relevant documents filed with the SEC,
including the preliminary proxy statement and, when available, the
definitive proxy statement because they contain important information
about National Dentex and the proposed transaction. The preliminary
proxy statement, the definitive proxy statement (when available) and any
other documents filed by National Dentex with the SEC may be obtained
free of charge at the SEC’s web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents
filed with the SEC by National Dentex by contacting National Dentex
Investor Relations at dbecker@nationaldentex.com or via telephone at
508-907-7800. Investors and security holders are urged to read the
preliminary proxy statement, the definitive proxy statement (when
available) and the other relevant materials before making any voting or
investment decision with respect to the proposed transaction.
National Dentex and its directors and
certain executive officers may, under SEC rules, be deemed to be
participants in the solicitation of proxies from National Dentex’s
shareholders in connection with the transaction. Information regarding
the directors and executive officers and their respective interests in
National Dentex by security holdings or otherwise is included in the
preliminary proxy statement relating to the proposed transaction filed
with the SEC on April 27, 2010 and will be included in the definitive
proxy statement (when available). Each of these documents is available
free of charge at the SEC’s web site at http://www.sec.gov. In
addition, shareholders may obtain free copies of the documents filed or
to be filed with the SEC by National Dentex by contacting National
Dentex at dbecker@nationaldentex.com or by phone at 508-907-7800.
Item 9.01
|
Financial Statements and Exhibits
|
|
|
|
(d) Exhibits
|
|
|
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99.1 Press Release, dated May
13, 2010.
|
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 13, 2010
|
|
|
By:
/s/
David L. Brown
|
|
David L. Brown
|
|
Chairman of the Board and Chief
Executive Officer
|
Exhibit Index
99.1 Press Release, dated
May 13, 2010.
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