##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission file number 000-23092
 NATIONAL DENTEX CORPORATION
 (Exact name of registrant as specified in its charter)
 MASSACHUSETTS
    
    04-2762050(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)2 Vision Drive,
    
    01760Natick, MA
    
    (Zip Code)(Address of Principal Executive Offices)
 (508) 907-7800  (Registrants Telephone No., including Area Code)  Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock, par value $.01 per share
    
    The NASDAQ Stock Market, LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### Table of Contents



Explanatory Note
 SEC
 Merger Agreement Parent Merger Sub Merger
  2




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships, Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEX-31.1EX-31.2    Table of Contents  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 DIRECTORS OF NATIONAL DENTEX
  Biographies of Directors.
 Name
    
    Age
    
    Office HeldDavid L. Brown
    
    
    69
    
    
    Chairman of the Board, Director and Chief Executive OfficerDavid V. Harkins
    
    
    69
    
    
    Lead Independent DirectorThomas E. Callahan
    
    
    70
    
    
    DirectorJack R. Crosby
    
    
    83
    
    
    DirectorNorman F. Strate
    
    
    69
    
    
    DirectorJames E. Mulvihill, D.M.D
    
    
    69
    
    
    Director
 David L. Brown
 David V. Harkins .
 Thomas E. Callahan
 Jack R. Crosby
 3




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##### Table of Contents



Norman F. Strate
 James E. Mulvihill, D.M.D.
 EXECUTIVE OFFICERS OF NATIONAL DENTEX
  First Yearas anExecutiveName
    
    Age
    
    Offices Held
    
    OfficerDavid L. Brown
    
    
    69
    
    
    Chairman of the Board and Chief
Executive Officer
    
    
    1984John W. Green, IV
    
    
    56
    
    
    President and Chief Operating Officer
    
    
    2007Richard F. Becker, Jr
    
    
    58
    
    
    Executive Vice President, Treasurer,
and Assistant Secretary
    
    
    1990Wayne M. Coll
    
    
    46
    
    
    Vice President, Chief Financial
Officer, and Assistant Treasurer
    
    
    2003
 David L. Browns
 John W. Green, IV
 4




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##### Table of Contents



Richard F. Becker, Jr.
 Wayne M. Coll
 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 Exchange Act reporting persons Section 16 reports
 AUDIT COMMITTEE
  CODE OF ETHICS
 www.nationaldentex.com.
 
 Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview
  5




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Role of the Compensation Committee
      Elements of Compensation
  
    
    provide compensation competitive with similar companies;
    
    reward executives consistent with the performance of National Dentex;
    
    recognize individual performance;
    
    attract, retain and motivate qualified executives; and
    
    encourage our executives to increase stockholder value by aligning their interests
with the interests of our stockholders.
  6




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##### Table of Contents



Base Salary.
  Annual Cash Bonus.
  
    
    dental laboratory management and other key employees who directly influence the
financial performance of an individual dental laboratory, as expressed in terms of
growth in laboratory operating income; and
    
    key executives, based upon our achievement of corporate earning targets, expressed
in terms of pre-tax income as compared to our budget for each year.
  Laboratory Incentive Compensation Plan
  Corporate Executive Incentive Plan
  7




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##### Table of Contents



Stock Options and other Equity Awards.
 
    
    reward executives for long-term strategic management and the enhancement of
stockholder value through appropriate equity ownership in National Dentex;
    
    support a performance-oriented environment that rewards plan participants for
improving the financial performance of National Dentex; and
    
    attract and retain key executives and employees that are important to our
long-term success.
   EPS
   8




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Employees Stock Purchase Plan. ESPP
 Employee benefits and retirement plans.
  Employment Contracts and Change in Control Agreements.
  9




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##### Table of Contents



Executive Compensation Decisions in 2009.
   PercentageIncrease2010
    
    Over 2009Named Executive Officer
    
    Base Salary
    
    Base SalaryDavid L. Brown
    
    $
    400,000
    
    
    
    
    %John W. Green IV
    
    
    400,000
    
    
    
    14.3
    %Richard F.
Becker, Jr.
    
    
    250,000
    
    
    
    4.2
    %Wayne M. Coll
    
    
    200,000
    
    
    
    
    %
  Conclusion
  COMPENSATION COMMITTEE REPORT
  10




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##### Table of Contents



Norman F. Strate,  Jack R. Crosby
Thomas E. Callahan
 RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS
  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   SUMMARY COMPENSATION TABLE
  Change inPension ValueNon Equity
    
    
    Non-qualifiedName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferredand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    All OtherPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards (1)
    
    
    (2)
    
    
    Earnings
    
    
    Compensation
    
    
    TotalDavid L. Brown
    
    
    2009
    
    
    $
    400,000
    
    
    $
    
    
    
    $
    
    
    
    $
    77,400
    
    
    $
    264,000
    
    
    $
    
    
    
    $
    9,375
    (3)
    
    $
    750,775Chairman, CEO
    
    
    2008
    
    
    
    371,154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,822
    
    
    
    527,9762007
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,750
    
    
    
    
    
    
    
    156,697
    
    
    
    599,447John W. Green IV
    
    
    2009
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    51,600
    
    
    
    161,700
    
    
    
    
    
    
    
    8,400
    (4)
    
    
    571,700President, COO
    
    
    2008
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,900
    
    
    
    354,9002007
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    
    406,000
 11




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Change inPension ValueNon Equity
    
    
    Non-qualifiedName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferredand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    All OtherPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards (1)
    
    
    (2)
    
    
    Earnings
    
    
    Compensation
    
    
    TotalRichard F.
Becker, Jr.
    
    
    2009
    
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    
    51,600
    
    
    
    110,880
    
    
    
    
    
    
    
    8,650
    (5)
    
    
    411,130Executive VP,
    
    
    2008
    
    
    
    233,846
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,649
    
    
    
    250,495Treasurer
    
    
    2007
    
    
    
    228,077
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,000
    
    
    
    
    
    
    
    14,421
    
    
    
    279,498Wayne M. Coll
    
    
    2009
    
    
    
    182,855
    
    
    
    
    
    
    
    
    
    
    
    51,600
    
    
    
    79,200
    
    
    
    
    
    
    
    17,396
    (6)
    
    
    331,051Vice President, CFO
    
    
    2008
    
    
    
    169,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,145
    
    
    
    186,4722007
    
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    15,842
    
    
    
    197,842Arthur B. Champagne (8)
    
    
    2009
    
    
    
    185,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,630
    
    
    
    
    
    
    
    11,925
    (7)
    
    
    233,555Senior VP
    
    
    2008
    
    
    
    181,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,425
    
    
    
    189,8672007
    
    
    
    185,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    6,550
    
    
    
    206,550
 
 (1)
    
    In 2009, the Company granted incentive stock options to each of Mr. Brown, Mr. Green, Mr.
Becker and Mr. Coll. The option awards represent the grant date full value of the options granted in
2009 computed in accordance with ASC 718. We calculated the estimated
fair value of the award on the date of grant using the
Black-Scholes option pricing model. The assumptions used were:
risk-free interest rate of 2.91%; expected life of eight years, no
dividend yield, and expected volatility of 58.02%.(2)
    
    Paid in the subsequent year for services rendered in the year specified under the Corporate
Executive Incentive Plan.(3)
    
    Represents $5,250 for use of an automobile and $4,125 in matching contributions under
National Dentexs 401(k) plan.(4)
    
    Represents $8,400 for use of an automobile.(5)
    
    Represents $4,525 for use of an automobile and $4,125 in matching contributions under
National Dentexs 401(k) plan.(6)
    
    Represents $4,810 for life insurance premiums, $8,014 for use of an automobile and $4,572 in
matching contributions under National Dentexs 401(k) plan.(7)
    
    Represents $7,800 for use of an automobile and $4,125 in matching contributions under
National Dentexs 401(k) plan.(8)
    
    Mr. Champagne retired on December 31, 2009. 2009 GRANTS OF PLAN-BASED AWARDS
  12




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##### Table of Contents



All OtherEstimated Future Payouts
    
    
    Option Awards:
    
    
    Exercise
    
    
    Grant DateUnder
    
    
    Number of
    
    
    or Base
    
    
    Fair Value ofNon-Equity Incentive
    
    
    Securities
    
    
    Price of
    
    
    Stock andPlan Awards (1)
    
    
    Underlying
    
    
    Option
    
    
    OptionThreshold
    
    
    Target
    
    
    Maximum
    
    
    Options (2)
    
    
    Awards
    
    
    Awards (3)Name
    
    Grant Date
    
    
    $
    
    
    $
    
    
    $
    
    
    (#)
    
    
    ($/Sh)
    
    
    ($)David L. Brown
    
    
    04-17-09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    $
    4.07
    
    
    $
    77,40003-10-09
    
    
    $
    100,000
    
    
    $
    200,000
    
    
    $
    400,000John W. Green IV
    
    
    04-17-09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    4.07
    
    
    
    51,60003-10-09
    
    
    
    61,250
    
    
    
    122,500
    
    
    
    245,000Richard F. Becker, Jr.
    
    
    04-17-09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    4.07
    
    
    
    51,60003-10-09
    
    
    
    42,000
    
    
    
    84,000
    
    
    
    168,000Wayne Coll
    
    
    04-17-09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    4.07
    
    
    
    51,60003-10-09
    
    
    
    30,000
    
    
    
    60,000
    
    
    
    120,000Arthur Champagne
    
    
    03-10-09
    
    
    
    13,875
    
    
    
    27,750
    
    
    
    55,500
 
 (1)
    
    These columns relate to awards granted in 2009 under the Corporate Executive Incentive
Plan. Under the Corporate Executive Incentive Plan, a percentage of the officers standard
annual bonus is awarded if certain levels of the Companys pre-tax income are achieved. If
the minimum level of pre-tax income is not achieved, no cash bonus is awarded. However, the
Compensation Committee may award a discretionary bonus under the plan based on individual
performance. The maximum cash bonus achievable under the Corporate Executive Incentive Plan is
200% of the officers standard annual bonus. For a further discussion of the Corporate
Executive Incentive Plan, see the Compensation Discussion and Analysis above. In 2009 the Company
achieved pre-tax income of $10,055,000, which resulted in a payout of
132% of the officers
standard annual bonus under the Corporate Executive Incentive Plan in
February 2010. The
payouts of cash bonuses under this corporate incentive plan for the named executive officers in the table above
were as follows: Mr. Brown, $264,000; Mr. Green, $161,700;
Mr. Becker, $110,880; Mr. Coll, $79,200; and
Mr. Champagne, $36,630.(2)
    
    On April 17, 2009, the Company granted incentive stock options for an aggregate of
120,000 shares to certain executives and senior officers under the 2001 Stock Plan, including
the named executive officers above. The incentive stock options vest, with the exception of
Mr. Browns grant, in three equal installments on April 17,
2010, 2011 and 2012. Mr. Browns options vest in two equal installments on each of April 17,
2010 and 2011. All of the options expire ten years from the date of grant. 13




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##### Table of Contents



(3)
    
    Represents the estimated fair value of the award as of the grant date in accordance with ASC
718 (assuming no forfeitures). We calculated the estimated fair value of the award on the
date of grant using the Black-Scholes option pricing model. The assumptions used were:
risk-free interest rate of 2.91%; expected life of eight years, no dividend yield, and
expected volatility of 58.02%. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2009
  EquityIncentivePlanAwardsNumber of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    UnexercisedOptions
    
    
    Options
    
    
    Unearned
    
    
    Option
    
    
    Option#
    
    
    #
    
    
    Options
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    #
    
    
    Price ($)
    
    
    Date (1)David L. Brown
    
    
    11,250
    
    
    
    
    
    
    
    
    
    
    
    8.6667
    
    
    
    04-05-1058,500
    
    
    
    
    
    
    
    
    
    
    
    13.5000
    
    
    
    01-23-1191,500
    
    
    
    
    
    
    
    
    
    
    
    13.3667
    
    
    
    04-10-1118,000
    
    
    
    
    
    
    
    
    
    
    
    16.4533
    
    
    
    01-22-1212,000
    
    
    
    
    
    
    
    
    
    
    
    13.3667
    
    
    
    01-21-13
    
    
    
    
    
    
    
    53,334
    (2)
    
    
    12.0000
    
    
    
    09-08-18
    
    
    
    30,000
    
    
    
    
    
    
    
    4.0700
    
    
    
    04-17-19John W. Green IV
    
    
    
    
    
    
    
    
    
    
    26,667
    (2)
    
    
    12.0000
    
    
    
    07-14-18
    
    
    
    20,000
    
    
    
    
    
    
    
    4.0700
    
    
    
    04-17-19Richard F. Becker, Jr.
    
    
    7,500
    
    
    
    
    
    
    
    
    
    
    
    8.6667
    
    
    
    04-05-1013,500
    
    
    
    
    
    
    
    
    
    
    
    13.5000
    
    
    
    01-23-1118,000
    
    
    
    
    
    
    
    
    
    
    
    16.4533
    
    
    
    01-22-1212,000
    
    
    
    
    
    
    
    
    
    
    
    13.3667
    
    
    
    01-21-13
    
    
    
    
    
    
    
    26,667
    (2)
    
    
    12.0000
    
    
    
    07-14-18
    
    
    
    20,000
    
    
    
    
    
    
    
    4.0700
    
    
    
    04-17-19Wayne M. Coll
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    8.6667
    
    
    
    04-05-103,000
    
    
    
    
    
    
    
    
    
    
    
    13.9333
    
    
    
    05-24-113,600
    
    
    
    
    
    
    
    
    
    
    
    16.4533
    
    
    
    01-22-123,000
    
    
    
    
    
    
    
    
    
    
    
    13.3667
    
    
    
    01-21-13
    
    
    
    
    
    
    
    23,334
    (2)
    
    
    12.0000
    
    
    
    07-14-18
    
    
    
    20,000
    
    
    
    
    
    
    
    4.0700
    
    
    
    04-17-19Arthur B. Champagne
    
    
    13,500
    
    
    
    
    
    
    
    
    
    
    
    13.5000
    
    
    
    01-23-1118,000
    
    
    
    
    
    
    
    
    
    
    
    16.4533
    
    
    
    01-22-1212,000
    
    
    
    
    
    
    
    
    
    
    
    13.3667
    
    
    
    01-21-13
 
 (1)
    
    The expiration date of each option is ten years after the date of grant. Each option, other
than the 30,000 share option grant to Mr. Brown, became vested in three equal increments
beginning on the first anniversary of the grant date and on each of the second and third
anniversaries of the grant date. Mr. Browns 30,000 options vest
in two equal increments on the first anniversary of the grant date and on the second anniversary
of the grant date. 14




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##### Table of Contents



(2)
    
    These represent performance based options granted during 2008 that vest in  three equal
increments, beginning in 2010, contingent upon the Companys achievement of earnings per share
targets for fiscal years 2009 ($1.42 per share), 2010 ($1.63 per share) and 2011($1.87 per
share). The expiration of any portion of the option that vests is ten years after the date of
grant. The 2009 earnings per share target was not achieved, and therefore the 2010 vesting
increment was forfeited and is not included in this table. OPTION EXERCISES AND STOCK VESTED DURING 2009
  PENSION BENEFITS
  NONQUALIFIED DEFERRED COMPENSATION
  Executive
    
    
    Registrant
    
    
    Aggregate
    
    
    Aggregate
    
    
    AggregateContributions in
    
    
    Contributions
    
    
    Earnings
    
    
    Withdrawals/
    
    
    Balance atLast FY
    
    
    in Last FY
    
    
    in Last FY
    
    
    Distributions
    
    
    Last FYEName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)David L. Brown
    
    $
    0
    
    
    $
    0
    
    
    $
    257,065
    
    
    $
    0
    
    
    $
    1,678,668
    (1)Richard F. Becker, Jr.
    
    
    0
    
    
    
    0
    
    
    
    9,369
    
    
    
    0
    
    
    
    122,395
    (1)Wayne M. Coll
    
    
    0
    
    
    
    4,810
    
    
    
    6,402
    
    
    
    0
    
    
    
    42,484
    (1)Arthur B. Champagne
    
    
    0
    
    
    
    0
    
    
    
    26,015
    
    
    
    0
    
    
    
    349,151
    (1)
 
 (1)
    
    The Aggregate Balance includes amounts previously recorded in the Summary Compensation
Tables under All Other Compensation. These amounts aggregate as follows: for Mr. Brown
$1,307,846; for Mr. Becker $44,504; for Mr. Coll $14,430; and for Mr. Champagne $101,826. 15




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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
  David L. Brown
 VoluntaryTermination
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    
    
    
    
    TerminationFor
    
    
    
    
    
    
    
    
    
    
    Not for
    
    
    Involuntary
    
    
    UponGood
    
    
    Early
    
    
    Normal
    
    
    Cause
    
    
    For Cause
    
    
    Change inReason
    
    
    Retirement
    
    
    Retirement
    
    
    Termination
    
    
    Termination
    
    
    Control
    
    
    Death
    
    
    DisabilitySeverance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,596,000
    
    
    $
    0
    
    
    $
    0SERP (1)
    
    
    2,250,000
    
    
    
    1,750,000
    
    
    
    1,750,000
    
    
    
    2,250,000
    
    
    
    1,750,000
    
    
    
    2,250,000
    
    
    
    1,750,000
    
    
    
    1,750,000Employment Agreement
    
    
    1,064,000
    
    
    
    0
    
    
    
    0
    
    
    
    1,064,000
    
    
    
    0
    
    
    
    0
    (2)
    
    
    1,064,000
    
    
    
    1,064,000
    (3)TOTAL
    
    $
    3,314,000
    
    
    $
    1,750,000
    
    
    $
    1,750,000
    
    
    $
    3,314,000
    
    
    $
    1,750,000
    
    
    $
    3,846,000
    
    
    $
    2,814,000
    
    
    $
    2,814,000
 John W. Green, IV
 VoluntaryTermination
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    
    
    
    
    TerminationFor
    
    
    
    
    
    
    
    
    
    
    Not for
    
    
    Involuntary
    
    
    UponGood
    
    
    Early
    
    
    Normal
    
    
    Cause
    
    
    For Cause
    
    
    Change inReason
    
    
    Retirement
    
    
    Retirement
    
    
    Termination
    
    
    Termination
    
    
    Control
    
    
    Death
    
    
    DisabilitySeverance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    861,700
    
    
    $
    0
    
    
    $
    0TOTAL
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    861,700
    
    
    $
    0
    
    
    $
    0
 Richard F. Becker, Jr.
 VoluntaryTermination
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    
    
    
    
    TerminationFor
    
    
    
    
    
    
    
    
    
    
    Not for
    
    
    Involuntary
    
    
    UponGood
    
    
    Early
    
    
    Normal
    
    
    Cause
    
    
    For Cause
    
    
    Change inReason
    
    
    Retirement
    
    
    Retirement
    
    
    Termination
    
    
    Termination
    
    
    Control
    
    
    Death
    
    
    DisabilitySeverance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    590,880
    
    
    $
    0
    
    
    $
    0SERP (1)
    
    
    315,000
    
    
    
    315,000
    
    
    
    315,000
    
    
    
    315,000
    
    
    
    315,000
    
    
    
    315,000
    
    
    
    200,000
    
    
    
    315,000Employment Agreement
    
    
    590,880
    
    
    
    0
    
    
    
    0
    
    
    
    590,880
    
    
    
    0
    
    
    
    0
    (2)
    
    
    590,880
    
    
    
    590,880
    (3)TOTAL
    
    $
    905,880
    
    
    $
    315,000
    
    
    $
    315,000
    
    
    $
    905,880
    
    
    $
    315,000
    
    
    $
    905,880
    
    
    $
    790,880
    
    
    $
    905,880
 16




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##### Table of Contents



Wayne M. Coll
 VoluntaryTermination
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    
    
    
    
    TerminationFor
    
    
    
    
    
    
    
    
    
    
    Not for
    
    
    Involuntary
    
    
    UponGood
    
    
    Early
    
    
    Normal
    
    
    Cause
    
    
    For Cause
    
    
    Change inReason
    
    
    Retirement
    
    
    Retirement
    
    
    Termination
    
    
    Termination
    
    
    Control
    
    
    Death
    
    
    DisabilitySeverance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    479,200
    
    
    $
    0
    
    
    $
    0SERP (1)
    
    
    280,000
    
    
    
    0
    
    
    
    0
    
    
    
    280,000
    
    
    
    0
    
    
    
    280,000
    
    
    
    200,000
    
    
    
    0TOTAL
    
    $
    280,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    280,000
    
    
    $
    0
    
    
    $
    759,200
    
    
    $
    200,000
    
    
    $
    0
 Arthur B. Champagne
 VoluntaryTermination
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    
    
    
    
    TerminationFor
    
    
    
    
    
    
    
    
    
    
    Not for
    
    
    Involuntary
    
    
    UponGood
    
    
    Early
    
    
    Normal
    
    
    Cause
    
    
    For Cause
    
    
    Change inReason
    
    
    Retirement
    
    
    Retirement
    
    
    Termination
    
    
    Termination
    
    
    Control
    
    
    Death
    
    
    DisabilitySeverance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    406,630
    
    
    $
    0
    
    
    $
    0SERP (1)
    
    
    367,500
    
    
    
    367,500
    
    
    
    367,500
    
    
    
    367,500
    
    
    
    367,500
    
    
    
    367,500
    
    
    
    367,500
    
    
    
    367,500TOTAL
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    367,500
    
    
    $
    774,130
    
    
    $
    367,500
    
    
    $
    367,500
 
 (1)
    
    Payable in ten equal annual installments beginning after attaining the age of 65, in
accordance with the terms of the SERP. Solely as to Mr. Brown, these amounts include an
additional SERP that provides for ten equal annual installments of $125,000, beginning when
Mr. Brown terminates employment and attains age 75. Under Mr. Browns additional SERP, he and
his spouse are entitled to receive medical and dental insurance coverage similar to senior
executives for the remainder of their lives.(2)
    
    The terms of the Employment Agreements stipulate that in the event of a change in control the
determination and payment of any benefits following a qualified termination would be
exclusively governed by the provisions of any existing Change in Control Severance Agreement.
Under either agreement, the executives would also be entitled to continuation of health
insurance and other welfare benefits for up to two years.(3)
    
    In the case of termination for disability, payment would be reduced by the amount of
disability compensation received by the executive pursuant to the Companys long-term
disability plan. 17




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##### Table of Contents



DIRECTOR COMPENSATION
 Annual Retainer.
  Annual Equity Grant.
 Committee Service and Attendance Fees.
 Processes and Procedures for Determining Director Compensation.
 Director Stock Ownership Policy.
 18




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##### Table of Contents



DIRECTOR COMPENSATION TABLE
  Change inPensionValue andFees Earned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Nonqualifiedor Paid in
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherName
    
    Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalDavid V. Harkins
    
    $
    78,500
    (1)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    78,500Thomas E. Callahan
    
    
    97,500
    (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    97,500Jack R. Crosby
    
    
    88,500
    (3)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    88,500Norman F. Strate
    
    
    91,500
    (4)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    91,500James E.
Mulvihill, D.M.D.
    
    
    78,500
    (5)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    78,500
 
 (1)
    
    Mr. Harkins received a $72,000 cash retainer fee, $2,000 as Executive Committee
Chairman and $4,500 in meeting fees.(2)
    
    Mr. Callahan received a $72,000 cash retainer, $10,000 as Audit Committee Chairman and
$15,500 in meeting fees.(3)
    
    Mr. Crosby received a $72,000 cash retainer, $2,000 as Nominating Committee Chairman,
$2,000 as a member of the Audit Committee and $12,500 in meeting fees.(4)
    
    Mr. Strate received a $72,000 cash retainer, $2,000 as Compensation Committee Chairman,
$2,000 as a member of the Audit Committee and $15,500 in meeting fees.(5)
    
    Dr. Mulvihill received a $72,000 cash retainer and $6,500 in meeting fees. 19




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##### Table of Contents



Item 12.
 Security Ownership of Certain Beneficial Owners and Management
  
    
    each person known by us to own more than 5% of our common stock;
    
    each director;
    
    each of our named executive officers; and
    
    all executive officers and directors as a group.
 Percentage ofNumber of
    
    
    OutstandingName
    
    Shares(1)
    
    
    Shares(2)5% Stockholders:FMR LLC(3)
    
    
    747,449
    
    
    
    12.6
    %82
Devonshire Street,
Boston, MA 02109GAMCO Investors, Inc.(4)
    
    
    558,200
    
    
    
    9.4
    %One
Corporate Center,
Rye, New York 10580-1435Heartland Advisors, Inc.(3)
    
    
    524,682
    
    
    
    8.9
    %789 North
Water Street,
Milwaukee, WI 53202Artisan Partners Limited Partnership (3)
    
    
    421,451
    
    
    
    7.1
    %875 East
Wisconsin Ave., #800,
Milwaukee, WI 53202ClearBridge Advisors, LLC (3)
    
    
    325,797
    
    
    
    5.5
    %620 Eighth
Avenue,
New York, NY 10018Wilen Management Company, Inc.(3)
    
    
    304,351
    
    
    
    5.1
    %2360 West
Joppa Road, Suite 226,
Lutherville, MD 21093T. Rowe Price Associates, Inc.(3)
    
    
    297,500
    
    
    
    5.0
    %100 E. Pratt
Street,
Baltimore, MD 21202Directors and Executive Officers:David V. Harkins (5)*
    
    
    59,075
    
    
    
    1.0
    %Jack R. Crosby (6)*
    
    
    9,535
    
    
    
    0.2
    %Norman F. Strate (7)*
    
    
    16,083
    
    
    
    0.3
    %Thomas E. Callahan (8)*
    
    
    25,413
    
    
    
    0.4
    %James E. Mulvihill, D.M.D. (9)*
    
    
    4,380
    
    
    
    0.1
    %David L. Brown (10)*
    
    
    258,072
    
    
    
    4.2
    %John W. Green IV (11) 
    
    
    45,249
    
    
    
    0.8
    %Richard F. Becker, Jr. (12)
    
    
    80,941
    
    
    
    1.4
    %Wayne M. Coll (13)
    
    
    25,251
    
    
    
    0.4
    %All executive officers and directors as a group (9 persons)
    
    
    523,999
    
    
    
    8.5
    %
 
 *
    
    Director. The address of this person is c/o National Dentex Corporation, 2 Vision Drive,
Natick, MA 01760. 20




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##### Table of Contents




    
    Executive officer. The address of this person is c/o National Dentex Corporation, 2 Vision
Drive, Natick, MA 01760.(1)
    
    The number of shares beneficially owned by each entity, person, director, or named
executive officer is determined under applicable SEC rules, particularly Rule 13d-3 under the
Exchange Act, and the information is not necessarily indicative of beneficial ownership for
any other purposes. Under such rules, each entity or individual is considered the beneficial
owner of any shares as to which they have the sole or shared voting power or investment
power. Such persons are also deemed under the same rules to beneficially own any shares that
they have the right to acquire within 60 days of April 16, 2010, through the exercise of
stock options or other similar rights. This stock ownership information is based upon
information furnished to us by the persons named on the table. Unless otherwise indicated,
these individuals have sole voting and dispositive power over the shares indicated.(2)
    
    Ownership percentage is reported based on 5,913,464 shares of common stock outstanding on
April 16, 2010, plus, as to each holder thereof and no other person, the number of shares (if
any) that such person has the right to acquire within 60 days of April 16, 2010, through the
exercise of stock options or other similar rights.(3)
    
    Information as to the number of shares is as of December 31, 2009 and is furnished in
reliance on the most recently filed Schedule 13G of the named beneficial owner, as follows: 
    
    Based solely on a 13G filed on February 12, 2010, FMR LLC is the parent company of
Fidelity Management & Research Company (Fidelity). Fidelity is the beneficial owner
of 747,449 shares as a result of acting as an investment advisor to various funds.
Edward Johnson and FMR LLC, through their control of Fidelity and the funds, each have
the sole power to dispose of these shares.
    
    Based solely on a 13G filed on February 10, 2010, Heartland Advisors, Inc. shares
voting and dispositive power over these shares with William Nasgovitz, as a result of
his ownership interest in Heartland Advisors, Inc. Heartland Advisors and William
Nasgovitz each specifically disclaim beneficial ownership of these shares.
    
    Based solely on a 13G filed on February 11, 2010, Artisan Partners Limited
Partnership (Artisan Partners) and its controlling persons have shared voting power
over 382,151 shares of common stock and shared dispositive power over 421,451 shares of
common stock. The general partner of Artisan Partners is Artisan Investment
Corporation, whose sole stockholder is ZFIC, Inc. The principal stockholders of ZFIC,
Inc. are Andrew A. Ziegler and Carlene M. Ziegler.
    
    Based solely on a 13G filed on February 12, 2010, ClearBridge Advisors, LLC has sole
power to vote 296,490 shares of common stock and sole power to dispose 325,797 shares of
common stock.
    
    Based solely on a 13G filed on January 15, 2010, Wilen Management Company, Inc. has
sole power to vote and sole power to dispose 304,351 shares of common stock.
    
    Based solely on a 13G filed on February 11, 2010, T. Rowe Price Associates, Inc.
(Price Associates)has sole power to vote 4,800 shares of common stock and sole power
to dispose 297,500 shares of common stock. These shares are owned by various individual
and institutional investors for which Price Associates serves as an investment adviser
with power to direct investments and/or sole power to vote the securities. Price
Associates expressly disclaims beneficial ownership of such securities.
 
 (4)
    
    Based solely on a 13 D/A filed on April 16, 2010, Mario Gabelli is deemed to have
beneficial ownership of the shares owned beneficially by each of the following reporting
persons: (a) GAMCO Asset Management, Inc., which owns 99,500 shares; (b) Gabelli Funds, LLC,
which owns 365,000 shares; (c) Gabelli Securities, Inc., which owns 20,000 shares; and (d)
Teton Advisors, Inc., which owns 73,700 shares. Each of the reporting persons and directors
and executive officers thereof has the sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of the shares reported for it, either for its own
benefit or for the benefit of its investment clients or its partners, except that (i)
Gabelli Funds, LLC has sole dispositive and voting power with respect to the shares held by
certain funds Gabelli Funds, LLC manages so long as the aggregate voting interest of all
joint filers does not exceed 25% of their total voting interest in National Dentex and, in
that event, the proxy voting committee of each such fund shall respectively vote that 21




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##### Table of Contents



funds shares, (ii) at any time, the proxy voting committee of each such fund may take and
exercise in its sole discretion the entire voting power with respect to the shares held by
such fund under special circumstances such as regulatory considerations, and (iii) the power
of Mario Gabelli, GAMCO Asset Management, Inc., and GGCP, Inc. is indirect with respect to
shares beneficially owned directly by other reporting persons.(5)
    
    Mr. Harkins owns 59,075 shares of common stock, of which 1,690 shares are restricted
stock. The restricted stock vests on May 13, 2010.(6)
    
    Mr. Crosby owns 9,535 shares of common stock, of which 1,690 shares are restricted stock.
The restricted stock vests on May 13, 2010.(7)
    
    Mr. Strate owns 16,083 shares of common stock, of which 1,690 shares are restricted
stock. The restricted stock vests on May 13, 2010. He also owns 5,381 restricted stock
units, the receipt of which has been deferred and are not included in the above table.(8)
    
    Mr. Callahan owns 25,413 shares of common stock, of which 1,690 shares are restricted
stock. The restricted stock vests on May 13, 2010.(9)
    
    Dr. Mulvihill owns 4,380 shares of common stock, of which 1,690 shares are restricted
stock. The restricted stock vests on May 13, 2010. He also owns 5,381 restricted stock
units, which have been deferred, and are not included in the above table.(10)
    
    Mr. Brown owns 68,072 shares of common stock which he holds jointly with his wife, and
holds options for 263,334 shares, of which 190,000 shares are exercisable within 60 days of
April 16, 2010.(11)
    
    Mr. Green owns 38,583 shares of common stock, and holds options for 46,667 shares, 6,666
shares of which are exercisable within 60 days of April 16, 2010.(12)
    
    Mr. Becker owns 30,775 shares of common stock, which he holds jointly with his wife, and
holds options for 90,167 shares, 50,166 shares of which are exercisable within 60 days of
April 16, 2010.(13)
    
    Mr. Coll owns 8,460 shares of common stock which he holds indirectly with his wife, and
holds options for 53,459 shares, 16,791 shares of which are exercisable within 60 days of
April 16, 2010. Changes in Control
 Merger Agreement Parent Merger Sub Merger
 22




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##### Table of Contents



Equity Compensation Plan Information
  Number ofShares ofNumber of Shares of
    
    
    
    
    
    
    National DentexNational Dentex
    
    
    Weighted
    
    
    CorporationCorporation
    
    
    Average
    
    
    Common StockCommon Stock to
    
    
    Exercise Price
    
    
    RemainingBe Issued Upon
    
    
    of
    
    
    AvailableExercise of
    
    
    Outstanding
    
    
    for FutureOutstanding Options
    
    
    Options
    
    
    Issuance1992 LTIP(1)
    
    
    150,925
    
    
    $
    12.20
    
    
    None2001 Stock Plan (2)
    
    
    590,586
    
    
    $
    11.58
    
    
    
    89,051ESPP(3)
    
    
    
    
    
    
    
    
    
    
    273,195Total
    
    
    741,511
    
    
    $
    11.71
    
    
    
    362,246
 
 (1)
    
    In 1992, the Board and stockholders adopted the 1992 Long-Term Incentive Plan (1992
LTIP). Key employees, officers and directors were eligible to receive grants under the plan.
No additional options may be granted under this plan.(2)
    
    In January 2001, the Board adopted the 2001 Stock Plan (2001 Stock Plan), which was
approved by our stockholders in April 2001. Key employees, officers and directors are
eligible to receive grants under the plan. On May 16, 2006, our shareholders approved an
amendment to the 2001 Stock Plan at our annual meeting of stockholders to allow for the
issuance of restricted stock and restricted stock units.(3)
    
    We maintain an employee stock purchase plan titled the 1992 Employees Stock Purchase
Plan (ESPP), described in Item 11 above, that is qualified under Section 423 of the Internal
Revenue Code of 1968, as amended. The aggregate number of shares that have been reserved
under the ESPP is 700,000. 
 Item 13. Certain Relationships, Related Transactions, and Director Independence
 Transactions With Related Persons
    23




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##### Table of Contents



Director and Committee Independence
 Director Independence.
 Committees of the Board and Committee Independence.
  
 Item 14. Principal Accountant Fees and Services
 Independent Registered Accounting Firms Fees and Services
 PwC
 2008
    
    
    2009Audit fees
    
    $
    624,000
    
    
    $
    548,530Audit-Related fees
    
    
    
    
    
    
    Tax fees
    
    
    27,100
    
    
    
    18,500All other fees
    
    
    4,575
    
    
    
    3,075Total
    
    $
    655,675
    
    
    $
    570,105
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  24




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##### Table of Contents



Engagement of Deloitte & Touche LLP and Accounting Management Solutions, Inc.
 D&T AMS
 Audit Committees Pre-Approval Policy and Procedures
   25




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
   26




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##### Table of Contents



SIGNATURES
  NATIONAL DENTEX CORPORATIONBy:
    /s/ DAVID L. BROWNDavid L. Brown, Chief Executive Officer   Signature
    
    Title
    
    Date/s/ DAVID V. HARKINS
    
    Director
    
    April 30, 2010David V. Harkins/s/ JACK R. CROSBY
    
    Director
    
    April 30, 2010Jack R. Crosby/s/ THOMAS E. CALLAHAN
    
    Director
    
    April 30, 2010Thomas E. Callahan/s/ NORMAN F. STRATE
    
    Director
    
    April 30, 2010Norman F. Strate/s/ JAMES E. MULVIHILL, D.M.D.
    
    Director
    
    April 30, 2010James E. Mulvihill, D.M.D./s/ DAVID L. BROWN
    
    Chairman and CEO
(Principal Executive Officer)
    
    April 30, 2010David L. Brown/s/ WAYNE M. COLL
    
    Vice President & Chief Financial
    
    April 30, 2010Wayne M. Coll
    
    Officer (Principal Financial Officer)




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act (Chief Executive Officer).*31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act (Chief Financial Officer).*
 
 *
    
    Filed herewith.