<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------

                                   FORM 10-K
(MARK ONE)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                 FOR THE TRANSITION PERIOD FROM             TO

                        COMMISSION FILE NUMBER 000-23092

                          NATIONAL DENTEX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                MASSACHUSETTS                                    04-2762050
       (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)

      526 BOSTON POST ROAD, WAYLAND, MA                            01778
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

                                 (508) 358-4422
               (REGISTRANT'S TELEPHONE NO., INCLUDING AREA CODE)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
                              VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                               Yes [X]     No [ ]

     Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     As of February 20, 2001, the aggregate market value of the 3,381,854
outstanding shares of voting stock held by non-affiliates of the registrant was
$68,059,812.

     As of February 20, 2001, 3,473,000 shares of the registrant's Common Stock,
par value $.01 per share, were issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The Registrant's definitive Proxy Statement for the Registrant's Special
Meeting in Lieu of Annual Meeting of Stockholders to be held on April 10, 2001
is incorporated by reference into Part III.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                     PART I

ITEM 1.  BUSINESS

GENERAL

     National Dentex Corporation (the "Company") was founded in 1982 as H&M
Laboratories Services, Inc., a Massachusetts corporation, which acquired six
full-service dental laboratories and related branch laboratories from Healthco,
Inc. In 1983, the Company changed its name to National Dentex Corporation and
acquired 20 additional full-service dental laboratories and related branch
laboratories from Lifemark Corporation. The Company today owns and operates 31
dental laboratories, consisting of 27 full-service dental laboratories and four
branch laboratories located in 24 states through the United States. The
Company's dental laboratories custom design and fabricate dentures, crowns and
fixed bridges, and other dental prosthetic appliances. Each dental laboratory
operates under its own business name. The Company's principal executive offices
are located at 526 Boston Post Road, Wayland, MA 01778, telephone number (508)
358-4422. Its corporate web site is located at www.nationaldentex.com.

INFORMATION AS TO INDUSTRY SEGMENTS

     The Company's business consists of only one industry segment, which is the
design, fabrication, marketing and sale of custom dental prosthetic appliances
for and to dentists.

DESCRIPTION OF BUSINESS

     The Company's dental laboratories design and fabricate custom dental
prosthetic appliances such as dentures, crowns and bridges. These products are
produced by trained technicians working primarily in dental laboratories in
accordance with work orders and cases (consisting of impressions, models and
occlusal registrations of a patient's teeth) provided by the dentist. Dentists
are the direct purchasers of the Company's products.

     The Company's products are grouped into the following three main
categories:

          Restorative Products. Restorative products sold by the Company's
     dental laboratories consist primarily of crowns and bridges. A crown
     replaces the part of a tooth which is visible, and is usually made of gold
     or porcelain. A bridge is a restoration of one or more missing teeth which
     is permanently attached to the natural teeth or roots. In addition to the
     traditional crown, the Company also makes porcelain jackets, which are
     crowns constructed entirely of porcelain; onlays, which are partial crowns
     which do not cover all of the visible tooth; and precision crowns, which
     are restorations designed to receive and connect a removable partial
     denture. The Company also makes inlays, which are restorations made to fit
     a prepared tooth cavity and then cemented into place.

          Reconstructive Products. Reconstructive products sold by the Company's
     dental laboratories consist primarily of partial dentures and full
     dentures. Partial dentures are removable dental prostheses which replace
     missing teeth and associated structures. Full dentures are dental
     prostheses which substitute for the total loss of teeth and associated
     structures. The Company also sells precision attachments, which connect a
     crown and an artificial prosthesis, and implants, which are fixtures
     anchored securely in the bone of the mouth to which a crown, partial or
     full denture is secured by means of screws or clips.

          Cosmetic Products. Cosmetic products sold by the Company's dental
     laboratories consist primarily of porcelain veneers and ceramic crowns.
     Porcelain veneers are thin coverings of porcelain cemented to the front of
     a tooth to enhance personal appearance. Ceramic crowns are crowns made from
     ceramic materials which most closely replicate natural teeth. The Company
     also sells composite inlays and onlays, which replace silver fillings for a
     more natural appearance, and orthodontic appliances, which are products
     fabricated to move existing teeth to enhance function and appearance.

                                        1
<PAGE>   3

LABORATORY AND CORPORATE OPERATIONS

     The Company's full-service dental laboratories design and fabricate a full
range of custom-made dental prosthetic appliances. These custom products are
manufactured from raw materials, such as high noble, noble and predominantly
base alloys, dental resins, composites and porcelain. There are different
production processes for the various types of prosthetic appliances depending
upon the product and the materials used in the type of appliance being
fabricated, each of which requires different skills and levels of training. The
Company's dental laboratories perform numerous quality control checks throughout
the production cycle to improve the quality of its products and to make certain
the design and appearance satisfy the needs of the dentist and the patient. The
Company's branch dental laboratories are smaller in size and offer a limited
number of products. When a branch receives an order that it cannot fill, the
branch refers the business to its affiliated full-service dental laboratory.

     The Company operates each of its dental laboratories as a stand-alone
facility under the direction of a local manager responsible for operation of the
dental laboratory, supervision of its technical and sales staff and delivery of
quality products and services. Each of the Company's dental laboratories markets
and sells its products through its own direct sales force, supported by regional
sales managers and Company-wide marketing programs. Employees at each dental
laboratory have a direct stake in the financial success of the dental laboratory
through participation in the Company's cash and stock incentive plans.

     The Company's corporate management provides overall strategy, direction and
financial management for the Company and negotiates all acquisitions. Corporate
personnel also support the operations of its dental laboratories by performing
functions which are not directly related to the production and sale of dental
laboratory products, such as processing payroll and related benefit programs,
obtaining insurance and procuring financing. The Company's corporate management
provides marketing, financial and administrative services, negotiates
Company-wide purchasing arrangements, and sets quality and performance standards
for the dental laboratories.

SALES AND MARKETING

     The Company's local dental laboratories market and sell their products
through their own direct sales force. The sales force interacts with dentists
within its market area, primarily through visits to dentists' offices, to
introduce the dental laboratory's services and products offered, and to promote
new products and techniques that can assist dentists in expanding their
practices. The Company has developed a customer-focused marketing and sales
program entitled "Knowledge Based Relationships".(TM) The Company believes that
this unique approach to assist the dentist and his or her staff to improve
chairtime efficiencies will enhance its ability to expand its base of business
by establishing lasting professional relationships with its customers. The
Company presently has a total of 22 sales representatives. In addition, the
dental laboratories, either alone or with local dental societies, dental schools
or study clubs, sponsor technical training clinics for dentists on topics such
as advanced clinical techniques. The local dental laboratories also exhibit at
state and local dental conventions.

COMPETITION

     The dental laboratory industry is highly competitive and fragmented. A
typical dental laboratory's business originates from dentists located within 50
miles of the dental laboratory. There are approximately 12,000 dental
laboratories in the United States, ranging in size from one to approximately 200
technicians. The Company estimates that presently its sales represent less than
3% of the total sales of custom-made dental prosthetic appliances in the United
States. Competition is primarily from other dental laboratories in the
respective local market areas. The vast majority of dental laboratories consist
of single units, although the Company believes there is one national chain, the
Sentage Corporation Dental Services Group, which competes with the Company in
two market areas. There is also limited competition from mail order dental
laboratories.

     Most dentists use a limited number of dental laboratories, relying on those
laboratories which produce quality products delivered on a timely basis and
which carry all of the products which the dentist may need,

                                        2
<PAGE>   4

even if a particular item is a newer specialty product used only sporadically by
the dentist. While price is one of the competitive factors in the dental
laboratory industry, the Company believes that most dentists consider product
quality and service to be more important. The Company believes that it competes
favorably with respect to these factors. The Company considers that its ability
to produce quality products locally and to deliver such products on a timely
basis, the breadth of its product line, the use of innovative marketing
programs, and its sponsorship of educational clinics provide a competitive
advantage over other dental laboratories in the local markets in which its
dental laboratories operate. The Company's ability to provide newer specialty
products for implantology, adult orthodontics and cosmetic dentistry, which
require highly skilled technicians, more extensive inventories, additional
working capital, and investment in both training and capital equipment, also
distinguishes it from many smaller dental laboratories which do not have
comparable resources to provide these products. While such specialty products
presently represent less than 20% of the Company's business, the Company
believes that the ability to offer these products is essential for dental
laboratories to remain competitive.

EMPLOYEES

     As of December 31, 2000, the Company had 1,363 employees, 1,341 of whom
worked at individual laboratories. Corporate management and administrative staff
totaled 22 people. None of the Company's employees is covered by a collective
bargaining agreement. Management considers the Company's employee relations to
be good.

INTELLECTUAL PROPERTY

     The Company's general technological know-how and experience are important
to the conduct of the Company's business. The Company has several trademarks and
licenses to use trademarks, but does not deem any of such trademarks or licenses
to be material to the conduct of its business. Each of its dental laboratories
operates under its own trade name, and the Company considers these trade names
to be important to the goodwill of its dental laboratories.

ITEM 2.  PROPERTIES

     The Company currently leases a total of approximately 157,000 square feet
of space. As of December 31, 2000, the aggregate minimum annual rent payable for
all of its leased real properties was approximately $1,298,000. The Company
considers these properties to be modern, well maintained and suitable for its
purposes and believes that its current facilities are adequate to meet its needs
for the foreseeable future. The Company also believes that suitable substitute
or replacement space is readily available. The Company's principal executive and
administrative offices occupy approximately 10,200 square feet of space in
Wayland, Massachusetts. Its 25 leased dental laboratories range in size from
1,000 to 21,000 square feet and average $53,000 in annual base rent.

     The Company owns six dental laboratory facilities, which are located in
Denver, Colorado; Metairie, Louisiana; Dallas, Texas; Houston, Texas;
Jacksonville, Florida; and Waukesha, Wisconsin. These locations total
approximately 70,000 square feet and range in building size from 4,000 to 20,000
square feet.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is involved from time to time in litigation incidental to its
business. Management believes that the outcome of current litigation will not
have a material adverse effect upon the operations or financial condition of the
Company and will not disrupt the normal operations of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                        3
<PAGE>   5

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock, $.01 par value, is traded on the
over-the-counter market, on the Nasdaq National Market System, under the symbol
"NADX". The following table presents low and high bid information for the time
periods specified. The over-the-counter market quotations reflect inter-dealer
prices, without retail markup, markdown or commission and may not necessarily
represent actual transactions. The over-the-counter market quotations have been
furnished by the Nasdaq Stock Market, Inc. The Company's Common Stock became
publicly-traded on December 21, 1993.

<TABLE>
<CAPTION>
                                                                  PRICE
                                                           -------------------
                     QUARTER ENDING                        LOW BID    HIGH BID
                     --------------                        -------    --------
<S>                                                        <C>        <C>
03/31/99.................................................  $14.500    $19.500
06/30/99.................................................  $12.438    $17.250
09/30/99.................................................  $15.375    $18.125
12/31/99.................................................  $16.000    $18.625
03/31/00.................................................  $10.125    $17.375
06/30/00.................................................  $11.625    $17.000
09/30/00.................................................  $14.250    $18.000
12/31/00.................................................  $17.750    $19.875
</TABLE>

     The Company has paid no cash dividends in the past and has no plans to pay
cash dividends in the foreseeable future.

     As of February 20, 2001, there were approximately 352 registered record
holders of the Company's Common Stock, which the Company believes represented
approximately 1,600 beneficial holders. As of February 20, 2001, the low and
high bid prices of the Common Stock were $20.063 and $20.125, respectively.

                                        4
<PAGE>   6

ITEM 6.  SELECTED FINANCIAL DATA

     The following selected financial data for the five years ended December 31,
2000 are derived from the audited consolidated financial statements of the
Company. The data should be read in conjunction with the consolidated financial
statements and the related notes included in this Report and in conjunction with
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

<TABLE>
<CAPTION>
                                            1996       1997       1998       1999       2000
                                           -------    -------    -------    -------    -------
                                                  (IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                                        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENTS OF INCOME:
Net sales................................  $51,971    $59,196    $63,817    $69,639    $75,680
Cost of goods sold.......................   29,627     33,755     36,697     40,396     44,203
                                           -------    -------    -------    -------    -------
Gross profit.............................   22,344     25,441     27,120     29,243     31,477
Total operating expenses.................   16,462     18,370     19,545     20,803     22,133
                                           -------    -------    -------    -------    -------
Operating income.........................    5,882      7,071      7,575      8,440      9,344
Other income (expense)...................      141         69         18        (57)       (83)
Interest income..........................      131         81        187        336        568
                                           -------    -------    -------    -------    -------
Income before provision for income
  taxes..................................    6,154      7,221      7,780      8,719      9,829
Provision for income taxes...............    2,449      2,874      3,097      3,457      3,868
                                           -------    -------    -------    -------    -------
Net income...............................  $ 3,705    $ 4,347    $ 4,683    $ 5,262    $ 5,961
                                           =======    =======    =======    =======    =======
Net income per share -- basic............  $  1.09    $  1.26    $  1.34    $  1.48    $  1.67
                                           =======    =======    =======    =======    =======
Net income per share -- diluted..........  $  1.06    $  1.24    $  1.32    $  1.48    $  1.66
                                           =======    =======    =======    =======    =======
Weighted average shares outstanding --
  basic..................................    3,414      3,454      3,486      3,544      3,569
Weighted average shares outstanding --
  diluted................................    3,509      3,517      3,560      3,566      3,601

CONSOLIDATED BALANCE SHEET DATA:
Working capital..........................  $ 9,859    $ 9,611    $13,652    $16,713    $19,455
Total assets.............................   30,234     35,730     42,470     49,205     55,390
Long-term debt, including current
  portion................................      204         --         --         --         --
Stockholders' equity.....................  $24,036    $28,669    $33,877    $39,549    $45,596
</TABLE>

                                        5
<PAGE>   7

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital increased from $16,713,000 at December 31,
1999 to $19,455,000 at December 31, 2000. Cash and equivalents increased
$1,085,000 from $11,215,000 at December 31, 1999 to $12,300,000 at December 31,
2000. Operating activities provided $6,190,000 in cash flow for the year ended
December 31, 2000. Inventories increased $736,000 from December 31, 1999. The
increase in inventory was attributable to the acquisition of four new dental
laboratories during 2000 and continuing increases in the cost of palladium, a
component of many dental alloys.

     Cash outflows related to dental laboratory acquisitions totaled $3,258,000
for the year ended December 31, 2000. Capital expenditures for the same period
were $1,933,000. The Company expects that increases in capital expenditures, if
any, will be in proportion with increasing revenues.

     The Company maintains a financing agreement (the "Agreement") with Citizens
Bank of Massachusetts (formerly State Street Bank and Trust Company) (the
"Bank"). The Agreement, as amended and extended on June 27, 1997, includes
revolving lines of credit of $4,000,000 and $8,000,000. The interest rate on
both revolving lines of credit is the prime rate minus 0.5% or the London
Interbank Offered Rate (LIBOR) plus 1.5%, at the Company's option. Both
revolving lines of credit mature on June 1, 2001. Currently, the Company is in
discussions with the Bank to extend and expand the line of credit.

     A commitment fee of one eighth of 1% is payable on the unused amount of
both lines of credit. At December 31, 2000, the full principal amount was
available to the Company under both revolving lines of credit. The Agreement
requires compliance with certain covenants, including the maintenance of
specified net worth and other financial ratios. As of December 31, 2000, the
Company was in compliance with these covenants.

     Management believes that cash flow from operations and existing financing
will be sufficient to meet contemplated operating and capital requirements,
including costs associated with anticipated acquisitions, if any, in the
foreseeable future.

RESULTS OF OPERATIONS

     The following table sets forth for the periods indicated the percentage of
net sales represented by certain items in the Company's Consolidated Financial
Statements:

<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                              --------------------------
                                                               1998      1999      2000
                                                              ------    ------    ------
<S>                                                           <C>       <C>       <C>
Net sales...................................................  100.0%    100.0%    100.0%
Cost of goods sold..........................................   57.5      58.0      58.4
                                                              -----     -----     -----
Gross profit................................................   42.5      42.0      41.6
Total operating expenses....................................   30.6      29.9      29.3
                                                              -----     -----     -----
Operating income............................................   11.9      12.1      12.3
Other income (expense)......................................    0.0      (0.1)     (0.1)
Interest income.............................................    0.3       0.5       0.8
                                                              -----     -----     -----
Income before provision for income taxes....................   12.2      12.5      13.0
Provision for income taxes..................................    4.9       5.0       5.1
                                                              -----     -----     -----
Net income..................................................   7.3%      7.5%      7.9%
                                                              =====     =====     =====
</TABLE>

                                        6
<PAGE>   8

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999

  Net Sales

     For the year ended December 31, 2000, net sales increased $6,041,000 or
8.7% over the prior year. Approximately $940,000 of this increase was
attributable to business at dental laboratories owned less than one year, with
the remaining increase representing sales growth at dental laboratories owned
both the year ended December 31, 2000 and the comparable year ended December 31,
1999.

  Cost of Goods Sold

     The Company's cost of goods sold increased by $3,807,000 or 9.4% in the
fiscal year ended December 31, 2000 over the prior fiscal year, attributable
primarily to increased unit sales. As a percentage of sales, cost of goods sold
increased from 58.0% to 58.4%. Increases in labor and material costs were
partially offset by decreases in laboratory overhead expenses. The rising cost
of palladium, a component of dental alloys used in the manufacture of many of
the Company's products, continues to be a factor in the increased material
costs. During 2000, the average cost of this precious metal rose 89% over the
average cost during 1999, and this rate has accelerated since September 30,
2000. The Company has attempted to address this issue in each marketplace by
instituting price increases, temporary surcharges and the use of substitute
metals. Since the cost of this commodity shows no sign of returning to
historical levels each of the Company's laboratories have instituted a program
to either switch its current palladium customers to less expensive metals, such
as gold, or to make the surcharges permanent by eliminating all unit pricing and
charging a fee per unit plus metal.

  Total Operating Expenses

     Operating expenses, which consist of selling, delivery and administrative
expenses both at the laboratory and corporate level, increased by $1,330,000 or
6.4% in the year ended December 31, 2000 over 1999. During this same period
operating expenses decreased as a percentage of net sales from 29.9% in 1999 to
29.3% in 2000.

  Operating Income

     Due to the increase in net sales and a reduction in operating expenses as a
percent of net sales, operating income increased $903,000 or 10.7% in fiscal
year 2000 over fiscal year 1999.

  Interest (Income) Expense

     Interest income increased by $233,000 in the year ended December 31, 2000
from 1999. The increase was due to increased investment principal and rising
interest rates.

  Provision for Income Taxes

     The provision for income taxes increased to $3,868,000 in 2000 from
$3,456,000 in 1999. This $412,000 increase was the result of increased income.
The 39.6% effective tax rate for fiscal year 1999 declined to 39.4% for fiscal
year 2000.

  Net Income

     As a result of all the factors discussed above, net income increased to
$5,961,000 or $1.66 per share on a diluted basis in 2000 from $5,262,000 or
$1.48 per share on a diluted basis in 1999.

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH YEAR ENDED DECEMBER 31, 1998

  Net Sales

     For the year ended December 31, 1999, net sales increased $5,822,000 or
9.1% over the prior year. Approximately $4,285,000 of this increase was
attributable to business at dental laboratories owned less than

                                        7
<PAGE>   9

one year, with the remaining increase representing sales growth at dental
laboratories owned both the year ended December 31, 1999 and the comparable year
ended December 31, 1998.

  Cost of Goods Sold

     The Company's cost of goods sold increased by $3,699,000 or 10.1% in the
fiscal year ended December 31, 1999 over the prior fiscal year, attributable
primarily to increased unit sales. As a percentage of sales, cost of goods sold
increased from 57.5% to 58.0%. Increases in labor and material costs were
partially offset by decreases in laboratory overhead expenses. The rising cost
of palladium, a component of dental alloys used in the manufacture of many of
the Company's products, continued to be a factor in the increased material
costs. The average cost of this precious metal in 1999 rose 26% over the average
cost during 1998. During 1998 the Company attempted to address this issue in
each marketplace by instituting price increases, temporary surcharges and the
use of substitute metals. Since the cost of this commodity shows no sign of
returning to historical levels each of the Company's laboratories have begun a
program to either switch its current palladium customers to gold or to make the
surcharges permanent by eliminating all unit pricing and charging a fee per unit
plus metal.

  Total Operating Expenses

     Operating expenses, which consist of selling, delivery and administrative
expenses both at the laboratory and corporate level, increased by $1,258,000 or
6.4% in the year ended December 31, 1999 over 1998. During this same period
operating expenses decreased as a percentage of net sales from 30.6% in 1998 to
29.9% in 1999.

  Operating Income

     Due to the increase in net sales and a reduction in operating expenses as a
percent of net sales, operating income increased $865,000 or 11.4% in fiscal
year 1999 over fiscal year 1998.

  Interest (Income) Expense

     Interest income increased by $149,000 in the year ended December 31, 1999
from 1998. The increase was due to increased investment principal and rising
interest rates.

  Provision for Income Taxes

     The provision for income taxes increased to $3,456,000 in 1999 from
$3,096,000 in 1998. This $360,000 increase was the result of increased income.
The 39.8% effective tax rate for fiscal year 1998 declined to 39.6% for fiscal
year 1999.

  Net Income

     As a result of all the factors discussed above, net income increased to
$5,262,000 or $1.48 per share on a diluted basis in 1999 from $4,683,000 or
$1.32 per share on a diluted basis in 1998.

GENERAL

     This Form 10-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company's actual results could
differ materially from those set forth in the forward-looking statements.
Certain factors that could affect capital expenditures, the Company's
requirements for capital, the costs associated with anticipated acquisitions and
the Company's results of operations include general economic conditions, the
availability of laboratories for purchase by the Company, the ability of the
Company to acquire and successfully operate additional laboratories,
governmental regulation of health care, trends in the dental industry towards
managed care, other factors affecting patient visits to the Company's clients,
increases in

                                        8
<PAGE>   10

labor and materials costs and other risks indicated from time to time in filings
with the Securities and Exchange Commission.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

QUARTERLY RESULTS

     The following table sets forth certain selected financial information for
the Company for its eight most recent fiscal quarters. In the opinion of the
Company, this unaudited information has been prepared on the same basis as the
audited financial information and includes all adjustments (consisting of only
normal, recurring adjustments) necessary to present this information fairly when
reviewed in conjunction with the Company's Consolidated Financial Statements and
notes thereto contained herein.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                          ---------------------------------------------------------------------------------------
                          MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                            1999       1999       1999        1999       2000       2000       2000        2000
                          --------   --------   ---------   --------   --------   --------   ---------   --------
                                               (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                       <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Net sales...............  $17,012    $18,233     $17,146    $17,248    $18,960    $19,866     $18,049    $18,805
Gross profit............  $ 7,198    $ 7,805     $ 7,004    $ 7,235    $ 8,082    $ 8,556     $ 7,129    $ 7,710
Gross margin............     42.3%      42.8%       40.8%      41.9%      42.6%      43.1%       39.5%      41.0%
Operating income........  $ 2,001    $ 2,523     $ 1,861    $ 2,054    $ 2,321    $ 2,833     $ 2,050    $ 2,140
Operating margin........     11.8%      13.8%       10.9%      11.9%      12.2%      14.3%       11.4%      11.4%
Net income..............  $ 1,210    $ 1,553     $ 1,165    $ 1,334    $ 1,453    $ 1,757     $ 1,305    $ 1,446
Net income per share....  $  0.34    $  0.44     $  0.33    $  0.37    $  0.41    $  0.49     $  0.36    $  0.40
</TABLE>

     The Company's results of operations have historically fluctuated on a
quarterly basis and are expected to be subject to quarterly fluctuations in the
future. As a result, the Company believes that the results of operations for the
interim periods are not necessarily indicative of the results to be expected for
any future period or for a full year. Quarterly results are subject to
fluctuations resulting from a number of factors, including the number of working
days in the quarter for both dentists and Company employees, the number of paid
vacation days and holidays in the period and general economic conditions.
Historically, the second quarter has generated the highest quarterly net sales
for the year and has been the most profitable for the Company due to the greater
number of working days in the quarter and more patients scheduling visits with
their dentists before departing for summer vacation.

LOCATION OF FINANCIAL STATEMENTS

     The consolidated financial statements furnished in connection with this
Report are attached immediately following the Signatures.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

                                        9
<PAGE>   11

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a) Directors. The information with respect to directors required by this
item is incorporated herein by reference from the Company's Proxy Statement
dated March 8, 2001 for the Special Meeting in Lieu of Annual Meeting of
Stockholders to be held on April 10, 2001 (the "2001 Proxy Statement").

     (b) Executive Officers. The information with respect to executive officers
required by this item is incorporated herein by reference from the 2001 Proxy
Statement.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference
from the 2001 Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by reference
from the 2001 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference
from the 2001 Proxy Statement.

                                        10
<PAGE>   12

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a), (d) Financial Statements and Schedules.

        (1) The financial statements set forth in the list below are filed as
part of this Report.

        (2) The financial statement schedules set forth in the list below are
filed as part of this Report.

        (3) Exhibits filed herewith or incorporated herein by reference are set
forth in Item 14(c) below.

  List of Financial Statements and Schedules Referenced in this Item 14

     The historical consolidated financial statements of National Dentex
Corporation included herein are as listed below:

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Independent Public Accountants....................  F-2
Consolidated Balance Sheets as of December 31, 1999 and
  2000......................................................  F-3
Consolidated Statements of Income for the three years ended
  December 31, 2000.........................................  F-4
Consolidated Statements of Stockholders' Equity for the
  three years ended December 31, 2000.......................  F-5
Consolidated Statements of Cash Flows for the three years
  ended December 31, 2000...................................  F-6
Notes to Consolidated Financial Statements..................  F-7
</TABLE>

  Financial Statement Schedule included herewith:

     Schedule II: Valuation and Qualifying Accounts

     All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the financial
statements or in the notes thereto.

     (b) Reports on Form 8-K.

     During the Company's fiscal quarter ended December 31, 2000, the Company
was not required to file, and did not file, any Current Report on Form 8-K.

     (c) Exhibits.

        (i) The following exhibits, required by Item 601 of Regulation S-K, are
            filed herewith:

<TABLE>
<CAPTION>
EXHIBIT NO.                             TITLE
-----------                             -----
<S>            <C>
*10a           Change of Control Severance Agreement between the
               Company and David L. Brown, dated January 23, 2001.
*10b           Form of Change of Control Severance Agreements between
               the Company and each of Arthur Champagne, James F. Dodd
               III, Richard G. Mariacher, Donald E. Merz and Eloy V.
               Sepulveda, dated January 23, 2001.
*10c           2001 Stock Plan (Incorporated by reference to Appendix A
               to the 2001 Proxy Statement)
 23            Consent of Arthur Andersen LLP
</TABLE>

                                        11
<PAGE>   13

          (ii) The following exhibits were filed with the Company's Annual
               Report on Form 10-K for the year ended December 31, 1999 and are
               herein incorporated by reference:

<TABLE>
<CAPTION>
EXHIBIT NO.                             TITLE
-----------                             -----
<S>            <C>
*10d           Employment Agreement between the Company and Donald E.
               Merz, dated November 1, 1983.
*10e           Employment Agreement between the Company and Eloy V.
               Sepulveda, dated June 15, 1983.
</TABLE>

          (iii) The following exhibits were filed with the Company's Annual
                Report on Form 10-K for the year ended December 31, 1995 and are
                herein incorporated by reference:

<TABLE>
<CAPTION>
EXHIBIT NO.                            TITLE
-----------                            -----
<S>            <C>
*10f           Long Term Incentive Plan, as amended.
*10g           Employment Agreement between the Company and Richard
               F. Becker, Jr., dated April 1, 1995.
*10h           Change of Control Severance Agreement between the
               Company and Richard F. Becker, Jr., dated April 1,
               1995.
*10i           Employment Agreement between the Company and David L.
               Brown, dated April 1, 1995.
*10j           Change of Control Severance Agreement between the
               Company and David L. Brown dated April 1, 1995.
*10k           Employment Agreement between the Company and William
               M. Mullahy, dated April 1, 1995.
</TABLE>

          (iv) The following exhibits were filed as part of the Company's Form
               S-1 Registration Statement (File No. 33-70440) declared effective
               by the Securities and Exchange Commission on December 21, 1993
               and are herein incorporated by reference:

<TABLE>
<CAPTION>
EXHIBIT NO.                           TITLE
-----------                           -----
<S>          <C>
 3a          Restated Articles of Organization of the Company, filed
             with Massachusetts Secretary of State on October 14,
             1993.
 3b          By-Laws of the Company, as amended on December 31, 1982
             and May 26, 1992.
 4a          Restated Letter Agreement, dated February 22, 1993,
             between the Company and State Street Bank and Trust
             Company (the "Bank") as amended.
*10l         Salary Continuation Agreement, dated April 1, 1985,
             between the Company and William M. Mullahy.
*10m         Salary Continuation Agreement, dated April 1, 1985,
             between the Company and Donald E. Merz.
*10n         National Dentex Corporation Laboratory Incentive
             Compensation Plan.
*10o         National Dentex Corporation Corporate Executives
             Incentive Compensation Plan.
*10p         National Dentex Corporation Group Managers Incentive
             Compensation Plan.
*10q         National Dentex Corporation Dollars Plus Plan, as
             amended on January 3, 1986.
*10r         National Dentex Corporation Employees' Stock Purchase
             Plan.
</TABLE>

---------------
* These exhibits relate to a management contract or to a compensatory plan or
  arrangement.

                                        12
<PAGE>   14

                                   SIGNATURES

     Pursuant to the requirements of Section 13 and 15(d) 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

March 8, 2001
                                          By:      /s/ DAVID L. BROWN
                                            ------------------------------------
                                              David L. Brown, President & CEO

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

         /s/ DAVID V. HARKINS
-----------------------------------------
David V. Harkins, Chairman of the Board
and Director
March 8, 2001

          /s/ JACK R. CROSBY
-----------------------------------------
Jack R. Crosby, Director
March 8, 2001

        /s/ WILLIAM H. MCCLURG
-----------------------------------------
William H. McClurg, Director
March 8, 2001

         /s/ NORMAN F. STRATE
-----------------------------------------
Norman F. Strate, Director
March 8, 2001

          /s/ DAVID L. BROWN
-----------------------------------------
David L. Brown, President, CEO,
Treasurer,
and Director
(Principal Executive Officer)
March 8, 2001

      /s/ RICHARD F. BECKER, JR.
-----------------------------------------
Richard F. Becker, Jr, Vice President,
Finance, Chief Financial Officer and
Assistant Treasurer
(Principal Financial Officer)
March 8, 2001

                                        13
<PAGE>   15

                          NATIONAL DENTEX CORPORATION

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Financial Statements:
  The historical consolidated financial statements of
     National Dentex Corporation included herein are as
     listed below
     Report of Independent Public Accountants...............  F-2
     Consolidated Balance Sheets as of December 31, 1999 and
      2000..................................................  F-3
     Consolidated Statements of Income for the three years
      ended December 31, 2000...............................  F-4
     Consolidated Statements of Stockholders' Equity for the
      three years ended
       December 31, 2000....................................  F-5
     Consolidated Statements of Cash Flows for the three
      years ended December 31, 2000.........................  F-6
     Notes to Consolidated Financial Statements.............  F-7
Schedule:
  Valuation and Qualifying Accounts....................Schedule II
</TABLE>

                                       F-1
<PAGE>   16

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of National Dentex Corporation:

     We have audited the accompanying consolidated balance sheets of National
Dentex Corporation (a Massachusetts corporation) as of December 31, 2000 and
1999, and the related consolidated statements of income, stockholders' equity
and cash flows for the years then ended. These consolidated financial statements
and the schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of National
Dentex Corporation as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.

     Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not a part
of the basic consolidated financial statements. The schedule has been subjected
to the auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Boston, Massachusetts
February 8, 2001 (except with respect to the matter discussed in Item No. 2 in
Note 9, as to which the date is March 1, 2001)

                                       F-2
<PAGE>   17

                          NATIONAL DENTEX CORPORATION
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31,    DECEMBER 31,
                                                                  1999            2000
                                                              ------------    ------------
<S>                                                           <C>             <C>
ASSETS
CURRENT ASSETS:
  Cash and equivalents......................................  $11,215,179     $12,300,606
  Accounts receivable:
    Trade, less allowance of $196,000 in 1999 and $274,000
     in 2000................................................    7,722,729       8,457,113
    Other...................................................      436,401         520,294
  Inventories...............................................    3,840,821       4,576,919
  Prepaid expenses..........................................    1,312,739       1,264,219
  Deferred tax asset, current...............................      350,820         383,750
                                                              -----------     -----------
        Total current assets................................   24,878,689      27,502,901
                                                              -----------     -----------
PROPERTY AND EQUIPMENT:
  Land and buildings........................................    3,887,402       3,891,705
  Leasehold and building improvements.......................    3,976,361       4,851,336
  Laboratory equipment......................................    7,356,055       8,064,102
  Furniture and fixtures....................................    2,228,775       2,660,024
                                                              -----------     -----------
                                                               17,448,593      19,467,167
    Less -- Accumulated depreciation and amortization.......    9,020,264      10,097,602
                                                              -----------     -----------
    Net property and equipment..............................    8,428,329       9,369,565
                                                              -----------     -----------
OTHER ASSETS, net:
  Goodwill..................................................   11,111,435      12,847,790
  Non-competition agreements................................    3,539,947       3,545,660
  Deferred tax asset, noncurrent............................      337,268         358,321
  Other.....................................................    1,310,044       1,765,991
                                                              -----------     -----------
                                                               16,298,694      18,517,762
                                                              -----------     -----------
                                                              $49,605,712     $55,390,228
                                                              ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable..........................................  $ 1,491,285     $ 1,474,487
  Accrued liabilities:
    Payroll and employee benefits...........................    3,764,657       3,752,687
    Current portion of deferred purchase price..............    2,403,888       2,322,254
    Other...................................................      505,203         498,708
                                                              -----------     -----------
        Total current liabilities...........................    8,165,033       8,048,136
                                                              -----------     -----------
LONG TERM LIABILITIES:
  Payroll and employee benefits.............................    1,159,871         829,915
  Deferred purchase price...................................      731,334         915,778
                                                              -----------     -----------
        Total long-term liabilities.........................    1,891,205       1,745,693
                                                              -----------     -----------
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value Authorized -- 500,000
    shares
    None issued and outstanding.............................           --              --
  Common stock, $.01 par value Authorized -- 8,000,000
    shares
    Issued -- 3,550,083 shares at December 31, 1999, and
    3,580,874 shares at December 31, 2000
    Outstanding -- 3,550,083 shares at December 31, 1999,
    and 3,563,674 shares at December 31, 2000...............       35,500          35,809
  Paid-in capital...........................................   14,903,119      15,297,934
  Retained earnings.........................................   24,610,855      30,571,525
  Treasury stock at cost -- zero shares at December 31,
    1999, and
    17,200 shares at December 31, 2000......................           --        (308,869)
                                                              -----------     -----------
        Total stockholders' equity..........................   39,549,474      45,596,399
                                                              -----------     -----------
                                                              $49,605,712     $55,390,228
                                                              ===========     ===========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-3
<PAGE>   18

                          NATIONAL DENTEX CORPORATION

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                      YEARS ENDED
                                                      --------------------------------------------
                                                      DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                          1998            1999            2000
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Net sales...........................................  $63,817,100     $69,639,240     $75,679,824
Cost of goods sold..................................   36,697,495      40,396,188      44,203,153
                                                      -----------     -----------     -----------
  Gross profit......................................   27,119,605      29,243,052      31,476,671
Total operating expenses............................   19,545,023      20,802,705      22,132,962
                                                      -----------     -----------     -----------
  Operating income..................................    7,574,582       8,440,347       9,343,709
Other income (expense)..............................       17,922         (57,491)        (82,754)
Interest income.....................................      187,257         335,722         568,496
                                                      -----------     -----------     -----------
  Income before provision for income taxes..........    7,779,761       8,718,578       9,829,451
Provision for income taxes..........................    3,096,345       3,456,431       3,868,781
                                                      -----------     -----------     -----------
  Net income........................................  $ 4,683,416     $ 5,262,147     $ 5,960,670
                                                      ===========     ===========     ===========
Net income per share -- basic.......................  $      1.34     $      1.48     $      1.67
                                                      ===========     ===========     ===========
Net income per share -- diluted.....................  $      1.32     $      1.48     $      1.66
                                                      ===========     ===========     ===========
Weighted average shares outstanding -- basic........    3,485,763       3,543,752       3,568,528
                                                      ===========     ===========     ===========
Weighted average shares outstanding -- diluted......    3,560,392       3,566,332       3,600,649
                                                      ===========     ===========     ===========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-4
<PAGE>   19

                          NATIONAL DENTEX CORPORATION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                          COMMON STOCK
                                      ---------------------
                                      NUMBER OF    $.01 PAR     PAID-IN      RETAINED     TREASURY
                                        SHARES      VALUE       CAPITAL      EARNINGS       STOCK        TOTAL
                                      ----------   --------   -----------   -----------   ---------   -----------
<S>                                   <C>          <C>        <C>           <C>           <C>         <C>
BALANCE, December 31, 1997..........   3,460,829   $34,608    $13,968,731   $14,665,292          --   $28,668,631
Issuance of 36,758 shares of common
  stock under the stock option
  plans.............................      36,758       367        287,470            --          --       287,837
Issuance of 14,601 shares of common
  stock under the employee stock
  purchase plan.....................      14,601       146        213,464            --          --       213,610
Issuance of 960 shares of common
  stock as director's fees..........         960        10         23,990            --          --        24,000
Net income..........................          --        --             --     4,683,416          --     4,683,416
                                      ----------   -------    -----------   -----------   ---------   -----------
BALANCE, December 31, 1998..........   3,513,148    35,131     14,493,655    19,348,708          --    33,877,494
                                      ----------   -------    -----------   -----------   ---------   -----------
Issuance of 19,483 shares of common
  stock under the stock option
  plans.............................      19,483       195        187,919            --          --       188,114
Issuance of 16,624 shares of common
  stock under the employee stock
  purchase plan.....................      16,624       166        209,547            --          --       209,713
Issuance of 828 shares of common
  stock as director's fees..........         828         8         11,998            --          --        12,006
Net income..........................          --        --             --     5,262,147          --     5,262,147
                                      ----------   -------    -----------   -----------   ---------   -----------
BALANCE, December 31, 1999..........   3,550,083    35,500     14,903,119    24,610,855          --    39,549,474
                                      ----------   -------    -----------   -----------   ---------   -----------
Issuance of 12,450 shares of common
  stock under the stock option
  plans.............................      12,450       125        166,887            --          --       167,012
Issuance of 17,528 shares of common
  stock under the employee stock
  purchase plan.....................      17,528       176        215,944            --          --       216,120
Issuance of 813 shares of common
  stock as director's fees..........         813         8         11,984            --          --        11,992
Net income..........................          --        --             --     5,960,670          --     5,960,670
Repurchase of 17,200 shares of
  common stock under the stock
  repurchase plan...................          --        --             --            --    (308,869)     (308,869)
                                      ----------   -------    -----------   -----------   ---------   -----------
BALANCE, December 31, 2000..........   3,580,874   $35,809    $15,297,934   $30,571,525   $(308,869)  $45,596,399
                                      ----------   -------    -----------   -----------   ---------   -----------
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-5
<PAGE>   20

                          NATIONAL DENTEX CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      YEARS ENDED
                                                      --------------------------------------------
                                                      DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                          1998            1999            2000
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Cash flows from operating activities:
  Net income........................................  $ 4,683,416     $ 5,262,147     $ 5,960,670
  Adjustments to reconcile net income to net cash
     provided by operating activities, net of
     effects of acquisitions:
     Depreciation and amortization..................    2,004,927       2,286,977       2,491,349
     Increase in accounts receivable................     (271,559)       (220,969)       (342,901)
     Increase in inventories........................     (114,255)       (413,416)       (615,708)
     (Increase) decrease in prepaid expenses........     (219,137)       (598,673)         52,307
     Decrease (increase) in deferred tax asset......        1,179        (298,288)        (53,983)
     Increase in other assets.......................     (262,907)        (97,878)       (798,551)
     Increase (decrease) in accounts payable and
       accrued liabilities..........................      950,703        (123,662)       (503,510)
     Decrease in deferred tax liability.............      (94,550)       (101,277)             --
                                                      -----------     -----------     -----------
     Net cash provided by operating activities......    6,677,817       5,694,961       6,189,673
                                                      -----------     -----------     -----------
Cash flows from investing activities:
  Payment for acquisitions, net of cash acquired....   (2,066,966)     (2,172,123)       (967,117)
  Payment of deferred purchase price................     (691,949)       (508,063)     (2,290,879)
  Additions to property and equipment, net..........     (830,799)     (1,751,948)     (1,932,505)
  Proceeds from officer's life insurance policy.....           --       1,016,871              --
                                                      -----------     -----------     -----------
     Net cash used in investing activities..........   (3,589,714)     (3,415,263)     (5,190,501)
                                                      -----------     -----------     -----------
Cash flows from financing activities:
  Net proceeds from issuance of common stock........      525,448         409,833         395,124
  Repurchases of common stock.......................           --              --        (308,869)
                                                      -----------     -----------     -----------
     Net cash provided by financing activities......      525,448         409,833          86,255
                                                      -----------     -----------     -----------
Net increase in cash and equivalents................    3,613,551       2,689,531       1,085,427
Cash and equivalents at beginning of period.........    4,912,097       8,525,648      11,215,179
                                                      -----------     -----------     -----------
Cash and equivalents at end of period...............  $ 8,525,648     $11,215,179     $12,300,606
                                                      ===========     ===========     ===========

Supplemental disclosures of cash flow information:
  Interest paid.....................................  $    12,084     $    10,139     $    87,422
                                                      ===========     ===========     ===========
  Income taxes paid.................................  $ 2,993,473     $ 3,897,742     $ 4,184,484
                                                      ===========     ===========     ===========
</TABLE>

Supplemental schedule of noncash investing and financing activities:
  The Company purchased the operations of certain dental laboratories in 1998,
1999 and 2000.
  In conjunction with these acquisitions, liabilities were assumed as follows:

<TABLE>
<S>                                                       <C>            <C>            <C>
  Fair value of assets acquired.........................  $ 3,434,000    $ 3,352,000    $ 3,560,000
  Cash paid.............................................   (2,067,000)    (2,172,000)    (1,029,000)
  Deferred purchase price at date of acquisition........   (1,080,000)      (883,000)    (2,190,000)
                                                          -----------    -----------    -----------
     Liabilities assumed................................  $   287,000    $   297,000    $   341,000
                                                          ===========    ===========    ===========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-6
<PAGE>   21

                          NATIONAL DENTEX CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

(1) ORGANIZATION

     National Dentex Corporation (the "Company") owned and operated 27
full-service dental laboratories and four branch laboratories in 24 states
throughout the United States as of December 31, 2000. Working from dentists'
work orders, the Company's dental laboratories custom design and fabricate
dentures, crowns and fixed bridges, and other dental prosthetic appliances.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation

     The consolidated financial statements include all operations of the
Company. Acquisitions are reflected from the date acquired by the Company (see
Note 3) to December 31, 2000. All significant intercompany balances and
transactions have been eliminated in consolidation.

  Revenue Recognition

     Revenue is recognized as the dentists' orders are shipped. In December
1999, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements." This bulletin
established additional guidelines for revenue recognition. The Company's revenue
recognition policy complies with this pronouncement.

  Inventories

     Inventories, consisting principally of raw materials, are stated at the
lower of cost (first-in, first-out) or market.

  Property and Equipment

     Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is calculated using the straight-line method over the following
estimated depreciable lives:

<TABLE>
<S>                                                        <C>
Buildings................................................  25 years
Furniture and fixtures...................................  5-10 years
Automobiles and trucks...................................  5 years
Laboratory equipment.....................................  10 years
Computer equipment.......................................  3-5 years
</TABLE>

     Leasehold improvements and capital leases are amortized over the lesser of
the assets' estimated useful lives or the lease terms.

     Gains and losses are recognized upon the disposal of property and
equipment, and the related accumulated depreciation and amortization are removed
from the accounts. Maintenance, repairs and betterments that do not enhance the
value of or increase the life of the assets are charged to operations as
incurred.

  Other Assets

     Included in other assets are the costs of noncompetition agreements, which
are deferred and amortized on a straight-line basis according to the terms of
the agreements over 5 to 10 years. Goodwill is being amortized using the
straight-line method over a period of 20 years, the estimated useful life. The
Company continually evaluates whether events and circumstances have occurred
that indicate the remaining estimated useful life of goodwill may warrant
revision or that the remaining balance of goodwill may not be recoverable. When
factors

                                       F-7
<PAGE>   22
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

indicate that goodwill should be evaluated for possible impairment, the Company
uses an estimate of the related business segment's undiscounted operating income
over the remaining life of the goodwill in measuring whether the goodwill is
recoverable. As of December 31, 2000, there have been no write-downs of
goodwill.

     Accumulated amortization on these intangible assets was approximately
$5,295,000 and $6,691,000 at December 31, 1999 and 2000, respectively.

  Income Taxes

     The Company follows Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the expected future tax consequences of events
that have been included in the financial statements or tax returns. The amount
of deferred tax asset or liability is based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.

  Earnings Per Share

     The Company adopted SFAS No. 128, "Earnings Per Share," effective December
15, 1997. In accordance with the requirements of SFAS No. 128, basic earnings
per share is computed by dividing net income by the weighted average number of
shares outstanding and diluted earnings per share reflects the dilutive effect
of stock options and warrants. The pro forma weighted average number of shares
outstanding, the dilutive effects of outstanding stock options and warrants, and
the shares under option plans that were antidilutive for the years ended
December 31, 1998, 1999 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                1998        1999        2000
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
Weighted average number of shares used in basic earnings per
  share calculation.........................................  3,485,763   3,543,752   3,568,528
Incremental shares under option plans.......................     74,629      22,580      32,121
                                                              ---------   ---------   ---------
Weighed average number of shares used in diluted earnings
  per share calculation.....................................  3,560,392   3,566,332   3,600,649
                                                              =========   =========   =========
Shares under option plans excluded in computation of diluted
  earnings per share due to antidilutive effects............     11,800     187,851     125,092
                                                              =========   =========   =========
</TABLE>

  Cash and Equivalents

     The Company considers all highly liquid investments purchased with
maturities of 90 days or less to be cash equivalents.

  Stock-based Compensation

     Effective January 1, 1996, the Company adopted the provisions of SFAS No.
123, "Accounting for Stock-based Compensation." The Company has elected to
continue to account for employee stock options at intrinsic value, in accordance
with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," with disclosure of the effects of fair value accounting on
net income and earnings per share on a pro forma basis.

  Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and

                                       F-8
<PAGE>   23
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

  Disclosures About the Fair Value of Financial Instruments

     The Company's financial instruments mainly consist of cash and equivalents,
accounts receivable, accounts payable, accrued liabilities and long-term
liabilities. The carrying amounts of the Company's cash and equivalents,
accounts receivable, accounts payable and accrued liabilities approximate their
fair value due to the short-term nature of these instruments. The carrying
amounts of the long-term liabilities also approximates their fair value, based
on rates available to the Company for debt with similar terms and remaining
maturities.

  Reclassifications

     Certain amounts in the 1999 financial statements and notes have been
reclassified to conform with the 2000 presentation.

  Comprehensive Income

     SFAS No. 130, "Reporting Comprehensive Income," requires disclosure of all
components of comprehensive income on an annual and interim basis. Comprehensive
income is defined as the change in equity of a business enterprise during a
period from transactions and other events and circumstances from nonowner
sources. The Company's comprehensive income is equal to its net income at
December 31, 2000.

  Disclosures about Segments of an Enterprise

     The Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information," in the fiscal year ended December 31, 2000.
SFAS No. 131 establishes standards for reporting information regarding operation
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS No. 131 also establishes standards for related disclosures
about products and services and geographic areas. Operating segments are
identified as components of an enterprise about which separate financial
information is available for the evaluation by the chief decision maker, or
decision-making group, in making decisions how to allocate resources and assess
performance. To date, the Company has viewed its operations and manages its
business principally as one operating segment.

  Recent Accounting Pronouncement

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137 and SFAS No. 138, which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
SFAS No. 133 is effective for all fiscal quarters of fiscal year 2001. SFAS No.
133 is not expected to have a material impact on the Company's financial
position or results of operations.

                                       F-9
<PAGE>   24
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) ACQUISITIONS

     During 1999, the Company acquired the following dental laboratory
operations:

<TABLE>
<S>                                                   <C>
Advanced Dental Arts................................  January 1999
TVC Dental Laboratory...............................  February 1999
Oratech Dental Laboratory...........................  April 1999
Southside Dental Laboratory.........................  April 1999
Dentaltech Dental Laboratory........................  December 1999
</TABLE>

     During 2000, the Company acquired the following dental laboratory
operations:

<TABLE>
<S>                                                   <C>
Pro Dental..........................................  April 2000
Emmets Dental.......................................  August 2000
Oral Arts...........................................  October 2000
Ideal Dental........................................  November 2000
</TABLE>

     These acquisitions, which have been reflected in the accompanying
consolidated financial statements from the dates of acquisition, have been
accounted for as purchases in accordance with APB Opinion No. 16, "Accounting
for Business Combinations." The excess of the total purchase price over the
prior carrying amount of the net assets acquired, based on preliminary estimates
of their related fair values, which are subject to revision, was allocated as
follows as of December 31, 1999 and 2000:

<TABLE>
<CAPTION>
                                                                 1999          2000
                                                              ----------    ----------
<S>                                                           <C>           <C>
Total Purchase Price........................................  $3,055,000    $3,219,000
Less Fair Market Values Assigned to Assets and Liabilities:
  Cash......................................................          --        61,000
  Accounts receivable.......................................     343,000       475,000
  Property and equipment....................................     141,000       104,000
  Noncompete agreements.....................................     570,000       412,000
  Inventories...............................................      89,000       120,000
  Other assets..............................................      17,000         4,000
  Accounts payable..........................................     (37,000)     (124,000)
  Accrued liabilities and other.............................    (260,000)     (217,000)
                                                              ----------    ----------
Goodwill....................................................  $2,192,000    $2,384,000
                                                              ==========    ==========
</TABLE>

     In connection with these acquisitions, the Company has incurred certain
deferred purchase costs relating to noncompete agreements with certain
individuals, ranging over periods of 5 to 10 years and other contingent payments
provided for in the purchase agreements.

                                       F-10
<PAGE>   25
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following unaudited pro forma operating results of the Company assume
the acquisitions had been made as of January 1, 1999. Such information includes
adjustments to reflect additional depreciation, noncompete amortization,
amortization of goodwill and interest expense, and is not necessarily indicative
of what the results of operations would actually have been, or of the results of
operations in future periods.

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                                  ------------------------------
                                                  DECEMBER 31,      DECEMBER 31,
                                                      1999              2000
                                                  ------------      ------------
                                                           (UNAUDITED)
<S>                                               <C>               <C>
Net sales.......................................  $74,018,000       $78,805,000
Net income......................................    5,446,000         6,095,000
Net income per share:
  Basic.........................................  $      1.54       $      1.71
  Diluted.......................................  $      1.53       $      1.69
</TABLE>

(4) INCOME TAXES

     The following is a summary of the provision for income taxes:

<TABLE>
<CAPTION>
                                                        YEARS ENDED
                                        --------------------------------------------
                                        DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                            1998            1999            2000
                                        ------------    ------------    ------------
<S>                                     <C>             <C>             <C>
Federal:
  Current.............................   $2,660,011      $3,261,696      $3,234,702
  Deferred............................      (92,012)       (353,230)        (45,886)
                                         ----------      ----------      ----------
                                          2,567,999       2,908,466       3,188,816
                                         ----------      ----------      ----------

State:
  Current.............................      544,583         610,300         688,062
  Deferred............................      (16,237)        (62,335)         (8,097)
                                         ----------      ----------      ----------
                                            528,346         547,965         679,965
                                         ----------      ----------      ----------
                                         $3,096,345      $3,456,431      $3,868,781
                                         ==========      ==========      ==========
</TABLE>

     Deferred income taxes are comprised of the following at December 31, 1999
and 2000:

<TABLE>
<CAPTION>
                                                         1999          2000
                                                      ----------    ----------
<S>                                                   <C>           <C>
Deferred Tax Assets:
Non compete agreements..............................  $  315,221    $  434,337
Other liabilities...................................     491,660       375,954
Vacation benefits...................................     191,398       201,903
Inventory basis differences.........................      15,840        30,597
Receivables basis differences.......................      55,672        72,110
Other reserves......................................      87,910        79,140
                                                      ----------    ----------
     Total deferred tax assets......................   1,157,701     1,194,041
                                                      ----------    ----------
Deferred Tax Liabilities:
Property basis differences..........................    (469,613)     (451,970)
                                                      ----------    ----------
     Total deferred tax liabilities.................    (469,613)     (451,970)
                                                      ----------    ----------
Net deferred tax asset..............................  $  688,088    $  742,071
                                                      ==========    ==========
</TABLE>

                                       F-11
<PAGE>   26
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A reconciliation between the provision for income taxes computed at
statutory rates and the amount reflected in the accompanying statements of
income is as follows:

<TABLE>
<CAPTION>
                                                                YEARS ENDED
                                                --------------------------------------------
                                                DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                    1998            1999            2000
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>
Statutory federal income tax rate.............     34.0%           34.0%           34.0%
State income tax, net of federal income tax
  benefit.....................................       4.6             4.6             4.6
Other.........................................       1.2             1.0             0.8
                                                    ----            ----            ----
Effective income tax rate.....................     39.8%           39.6%           39.4%
                                                    ====            ====            ====
</TABLE>

(5) LINES OF CREDIT

     The Company maintains a financing agreement (the "Agreement") with Citizens
Bank of Massachusetts (formerly State Street Bank and Trust Company) (the
"Bank"). The Agreement, as amended on June 27, 1997, includes revolving lines of
credit of $4,000,000 and $8,000,000. The interest rate on both revolving lines
of credit is the prime rate minus 0.5%, or the London Interbank Offered Rate
(LIBOR) plus 1.5%, at the Company's option. Both revolving lines of credit
mature on June 1, 2001. As of December 31, 2000, the Company was in discussions
with the Bank to extend and expand the line of credit.

     A commitment fee of one-eighth of 1% is payable on the unused amount of
both revolving lines of credit. As of December 31, 2000, the full principal
amount was available to the Company under both revolving lines of credit. The
Agreement requires compliance with certain covenants, including the maintenance
of net worth and other financial ratios. As of December 31, 2000, the Company
was in compliance with these covenants.

(6) BENEFIT PLANS

     The Company has an employee savings plan (the "Plan") under Internal
Revenue Service (IRS) Code Section 401(k). The Plan allows contributions of up
to 10% of a participant's salary, a portion of which is matched in cash by the
Company. The Company contributes this amount once a year, within 120 days after
December 31, the Plan's year-end. All employees are eligible to participate in
the Plan after completing one year of service with the Company and the
attainment of age 21. Participants become fully vested after six years of
service or upon attaining age 65. The Company has incurred charges to operations
of approximately $334,000, $401,000 and $412,000 to match contributions for the
years ended December 31, 1998, 1999 and 2000, respectively.

     The Company has an incentive plan, the Laboratory Plan, for dental
laboratory management and other designated key employees who could directly
influence the financial performance of an individual dental laboratory.
Eligibility is determined annually for each laboratory. Each participant is
eligible to receive an amount based on the achievement of certain earnings
levels of the participant's laboratory, as defined. The Company has incurred
charges to operations of approximately $2,117,000, $2,157,000 and $2,472,000 for
the years ended December 31, 1998, 1999 and 2000, respectively, under the
Laboratory Plan.

     The Company has an executive bonus plan (the "Executive Plan") for key
executives and management of the Company, and a management bonus plan (the
"Managers Plan") for laboratory group managers. Eligibility to participate in
each plan is determined annually. Participants are eligible to receive a bonus,
based on a percentage of salary, dependent upon the achievement of earnings
targets, as defined. The bonus is distributed within 90 days after year-end. The
Company has incurred aggregate charges to operations of approximately $480,000,
$507,000 and $465,000 for the years ended December 31, 1998, 1999 and 2000,
respectively, with respect to these plans.

                                       F-12
<PAGE>   27
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company established a Supplemental Executive Retirement Plan ("SERP")
for certain key employees providing for annual benefits payable over a period of
10 years beginning at age 65 or date of retirement. Benefits will be funded by
life insurance contracts purchased by the Company. The cost of these benefits is
being charged to expense and accrued using a present value method over the
expected terms of employment. The charges to expense for the years ended
December 31, 1998, 1999 and 2000, were approximately $146,000, $171,000 and
$197,000, respectively.

(7) COMMITMENTS AND CONTINGENCIES

  Operating Leases

     The Company is committed under various noncancelable operating lease
agreements covering its office space and dental laboratory facilities. Certain
of these leases also require the Company to pay maintenance, repairs, insurance
and related taxes. The total rental expense for the years ended December 31,
1998, 1999 and 2000, was approximately $1,207,000, $1,319,000 and $1,298,000,
respectively. The approximate aggregate minimum lease commitments under these
leases as of December 31, 2000, are as follows:

<TABLE>
<CAPTION>
                          YEAR                               AMOUNT
                          ----                               ------
<S>                                                        <C>
2001.....................................................  $1,310,000
2002.....................................................   1,179,000
2003.....................................................     971,000
2004.....................................................     852,000
2005.....................................................     728,000
Thereafter...............................................   1,681,000
                                                           ----------
                                                           $6,721,000
                                                           ==========
</TABLE>

  Employment Contracts and Change-in-control Arrangements

     In April 1995, the Company entered into employment contracts and
change-in-control arrangements with certain key executives. The initial term of
these employment contracts expired in April 1998, and the contracts by their
terms renew automatically thereafter until termination by the Company or the
executive. The change-in-control arrangements provide certain severance benefits
in the event that the executive is terminated by the Company without cause or
the executive terminates his employment contract for certain specified reasons.

(8) STOCK OPTIONS AND WARRANTS AND EMPLOYEE STOCK PURCHASE PLAN

  Stock Option Plans

     In May 1992, the Company's Board of Directors (the "Board") adopted the
1992 Long-Term Incentive Plan (the "LTIP"). Under the LTIP, the Board may grant
stock options, stock appreciation rights, restricted stock, deferred stock,
stock purchase rights and other stock-based compensation to key employees,
officers and directors of the Company. In August 1995, the Board amended the
LTIP to increase the number of shares of common stock reserved for issuance
under the plan from 150,000 to 235,000, in April 1997 to 335,000 and in April
1998 to 485,000. As of December 31, 2000, 315,751 options were outstanding, at
exercise prices ranging between $12.25 and $21.875 per share, which represent
the fair market values on the respective dates of grant. Of these options,
216,762 were exercisable at December 31, 2000.

                                       F-13
<PAGE>   28
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following summarizes the transactions of the Company's LTIP for the
years ended December 31, 1998, 1999 and 2000:

<TABLE>
<CAPTION>
                                               1998                  1999                  2000
                                        -------------------   -------------------   -------------------
                                                   WEIGHTED              WEIGHTED              WEIGHTED
                                                   AVERAGE               AVERAGE               AVERAGE
                                                   EXERCISE              EXERCISE              EXERCISE
                                         SHARES     PRICE      SHARES     PRICE      SHARES     PRICE
                                        --------   --------   --------   --------   --------   --------
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>
Outstanding at beginning of year......   320,771    $17.28     370,138    $17.28     325,624    $17.51
  Granted.............................    84,930     15.48       6,980     16.75      74,650     13.09
  Exercised...........................   (24,844)    11.59     (19,483)     9.66     (12,450)    13.41
  Canceled............................   (10,719)    18.29     (32,011)    18.66     (72,073)    18.83
                                        --------              --------              --------
Outstanding at end of year............   370,138    $17.28     325,624    $17.51     315,751    $16.33
                                        ========    ======    ========    ======    ========    ======
Exercisable at end of year............   183,223    $16.32     233,096    $17.66     216,762    $17.53
Weighted average fair value of options
  granted.............................  $   3.40              $   3.76              $   2.72
</TABLE>

     Of the options outstanding at December 31, 2000, 109,029 have exercise
prices between $12.25 and $13.00, with a weighted average price of $12.75 and a
weighted average remaining contractual life of 7.5 years. Of these options,
37,429 are exercisable at a weighted average exercise price of $12.26. Another
96,620 of the options outstanding have exercise prices between $15.00 and
$17.63, with a weighted average exercise price of $15.73 and a weighted average
remaining contractual life of 7.2 years. Of these options, 69,231 are
exercisable at a weighted average exercise price of $15.79. The remaining
110,102 options have exercise prices between $19.75 and $21.88, with a weighted
average exercise price of $20.40 and a weighted average remaining contractual
life of 6.2 years. Of these options, 110,102 are exercisable at a weighted
average exercise price of $20.40.

     Also, the Company has the 1992 Employees' Stock Purchase Plan (the "Stock
Purchase Plan"), as amended in April 2000, under which an aggregate of 200,000
shares of the Company's common stock may be purchased, through a payroll
deduction program, primarily at a price equal to 85% of the fair market value of
the common stock on either April 1, 2000 or March 31, 2001, whichever is lower.
The number of shares of common stock purchased through the Stock Purchase Plan
for 1998, 1999 and 2000 were 14,601, 16,624 and 17,528, respectively.

     The Company accounts for the LTIP and Stock Purchase Plan under APB Opinion
No. 25, under which no compensation cost has been recognized. Had compensation
costs for these plans been determined consistent with SFAS No. 123, the
Company's net income and earnings per share would have been reduced to the
following pro forma amounts:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                 --------------------------------------
                                                    1998          1999          2000
                                                 ----------    ----------    ----------
<S>                                              <C>           <C>           <C>
Net Income:
  As reported..................................  $4,683,416    $5,262,147    $5,960,670
  Pro forma....................................   4,216,387     4,852,296     5,646,801

Earnings per share:
  As reported, basic...........................  $     1.34    $     1.48    $     1.67
  As reported, diluted.........................        1.32          1.48          1.66
  Pro forma, basic.............................        1.21          1.37          1.58
  Pro forma, diluted...........................        1.19          1.37          1.58
</TABLE>

                                       F-14
<PAGE>   29
                          NATIONAL DENTEX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Because the SFAS No. 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that to be expected in future years.

     In calculating the pro forma information set forth above, the fair value of
each option grant under the LTIP and the Stock Purchase Plan is estimated as of
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions used for grants in 1998, 1999 and 2000,
respectively: risk-free interest rates of between 4.45% and 4.72% for the 1998
option grants, between 5.56% and 6.47% for the 1999 option grants and between
4.56% and 5.49% for the 2000 option grants; no expected dividend yield for any
plan year; expected lives of between one and three years for the 1998, 1999 and
2000 option grants, based on vesting periods; expected volatility of between
31.63% and 33.77% for option grants in 1998, between 30.96% and 32.78% for
option grants in 1999, and between 30.45% and 30.75% for option grants in 2000.

  Warrants

     In December 1993, the Company issued warrants to the representative of its
underwriters to purchase 100,000 shares of common stock of the Company at an
exercise price of 135% of the initial offering price of $8.00, or $10.80 per
share. In January, 1996, 35,806 shares of common stock of the Company were
issued in a cashless exercise of 70,000 of these warrants. In December 1998, the
remaining 30,000 warrants were exercised in a cashless transaction and 11,914
shares of common stock were issued.

(9) SUBSEQUENT EVENTS

1. On January 29, 2001, the Company repurchased 100,000 shares of common stock
under its stock repurchase program with cash in the amount of $2,000,000.

2. On March 1, 2001, the Company acquired certain assets of Creative Dental
Ceramics, Inc. of Richfield, Minnesota.

                                       F-15
<PAGE>   30

                                                                     SCHEDULE II

                          NATIONAL DENTEX CORPORATION

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                               BALANCE AT    CHARGED TO                            BALANCE AT
                                               BEGINNING     COSTS AND                               END OF
                                               OF PERIOD      EXPENSES    WRITE-OFFS   DEDUCTION     PERIOD
                                              ------------   ----------   ----------   ---------   ----------
<S>                                           <C>            <C>          <C>          <C>         <C>
Allowance for Doubtful Accounts:
  December 31, 1998.........................    145,676        64,661       65,788        --        144,549
  December 31, 1999.........................    144,549        94,059       42,850        --        195,758
  December 31, 2000.........................    195,758       137,567       59,311        --        274,014
</TABLE>

                                       F-16
<PAGE>   31

                                     NOTES
--------------------------------------------------------------------------------
<PAGE>   32

                                     NOTES
--------------------------------------------------------------------------------
<PAGE>   33

                                 EXHIBIT INDEX

  (i)   The following exhibits, required by Item 601 of Regulation S-K, are
        filed herewith:

<TABLE>
<CAPTION>
        EXHIBIT NO.                            TITLE
        -----------                            -----
          <S>    <C>
          *10a   Change of Control Severance Agreement between the Company and
                 David L. Brown, dated January 23, 2001.

          *10b   Form of Change of Control Severance Agreements between the
                 Company and each of Arthur Champagne, James F. Dodd III,
                 Richard G. Mariacher, Donald E. Merz and Eloy V. Sepulveda,
                 dated January 23, 2001.

          *10c   2001 Stock Plan (Incorporated by reference to Appendix A to the
                 2001 Proxy Statement)

           23    Consent of Arthur Andersen LLP

 (ii)   The following exhibits were filed with the Company's Annual Report on
        Form 10-K for the year ended December 31, 1999 and are herein
        incorporated by reference:

<CAPTION>
        EXHIBIT NO.                            TITLE
        -----------                            -----
          <S>    <C>
          *10d   Employment Agreement between the Company and Donald E. Merz,
                 dated November 1, 1983.

          *10e   Employment Agreement between the Company and Eloy V. Sepulveda,
                 dated June 15, 1983.

(iii)   The following exhibits were filed with the Company's Annual Report on
        Form 10-K for the year ended December 31, 1995 and are herein
        incorporated by reference:

<CAPTION>
        EXHIBIT NO.                            TITLE
        -----------                            -----
         <S>     <C>
          *10f   Long Term Incentive Plan, as amended.

          *10g   Employment Agreement between the Company and Richard F. Becker,
                 Jr., dated April 1, 1995.

          *10h   Change of Control Severance Agreement between the Company and
                 Richard F. Becker, Jr., dated April 1, 1995.

          *10i   Employment Agreement between the Company and David L. Brown,
                 dated April 1, 1995.

          *10j   Change of Control Severance Agreement between the Company and
                 David L. Brown dated April 1, 1995.

          *10k   Employment Agreement between the Company and William M.
                 Mullahy, dated April 1, 1995.


 (iv)   The following exhibits were filed as part of the Company's Form S-1
        Registration Statement (File No. 33-70440) declared effective by the
        Securities and Exchange Commission on December 21, 1993 and are herein
        incorporated by reference:

<CAPTION>
        EXHIBIT NO.                           TITLE
        -----------                           -----
          <S>    <C>
           3a    Restated Articles of Organization of the Company, filed with
                 Massachusetts Secretary of State on October 14, 1993.

           3b    By-Laws of the Company, as amended on December 31, 1982 and May
                 26, 1992.

           4a    Restated Letter Agreement, dated February 22, 1993, between the
                 Company and State Street Bank and Trust Company (the "Bank") as
                 amended.

          *10l   Salary Continuation Agreement, dated April 1, 1985, between the
                 Company and William M. Mullahy.

          *10m   Salary Continuation Agreement, dated April 1, 1985, between the
                 Company and Donald E. Merz.

          *10n   National Dentex Corporation Laboratory Incentive Compensation
                 Plan.

</TABLE>
<PAGE>   34

<TABLE>
<CAPTION>
          EXHIBIT NO.                           TITLE
          -----------                           -----
          <S>          <C>
          *10o         National Dentex Corporation Corporate Executives
                       Incentive Compensation Plan.

          *10p         National Dentex Corporation Group Managers Incentive
                       Compensation Plan.

          *10q         National Dentex Corporation Dollars Plus Plan, as
                       amended on January 3, 1986.

          *10r         National Dentex Corporation Employees' Stock Purchase
                       Plan.
</TABLE>

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* These exhibits relate to a management contract or to a compensatory plan or
  arrangement.