UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington,~~COMMISSION DC 20549FORM 8-KCURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934May 13, 2010Date of Report (date of earliest event reported)NATIONAL DENTEX CORPORATION(Exact name of registrant as specified in its charter)Commission file number 000-23092

MASSACHUSETTS		04-2762050
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Washington, DC 20549

2 Vision Drive, Natick, MA		01760
(Address of Principal Executive Offices)		(Zip Code)

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(~~508~~d) of the ~~907-7800(Registrant's Telephone~~Securities ~~No.,~~Exchange ~~including~~Act ~~Area~~of ~~Code)~~1934

July 29, 2010
Date of Report (date of earliest event reported)

NATIONAL DENTEX CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 000-23092


MASSACHUSETTS (State or Other Jurisdiction of Incorporation or Organization)		04-2762050 (I.R.S. Employer Identification No.)

2 Vision Drive, Natick, MA (Address of Principal Executive Offices)		01760 (Zip Code)

(508) 907-7800
(Registrant’s Telephone No., including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⊠ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.01 ~~Other~~Completion ~~Events.~~ of Acquisition or Disposition of Assets

At a Onspecial ~~May~~meeting 13of shareholders held on July 29, 2010, ~~National~~the ~~Dentex Corporation~~shareholders ~~(“Company”)~~of National ~~issued~~Dentex Corporation, a ~~press~~Massachusetts ~~release~~corporation ~~concerning~~ (the ~~conclusion~~“Company”), ofadopted ~~the~~and ~~go-shop~~approved ~~period under~~ the Agreement and Plan of Merger (the “Merger Agreement”), ~~dated April 2, 2010,~~ among GDC Holdings, Inc., a Delaware corporation (“Parent”), a ~~Delaware corporation,~~ Royal Acquisition Corp., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent and a direct wholly owned subsidiary of GeoDigm Corporation, a Minnesota corporation (“~~Merger Sub~~GeoDigm”), and the Company~~. A~~ ~~copy~~and the transactions ofcontemplated thereby, including the ~~press~~merger ~~release~~of ~~issued~~Merger bySub with and into the Company with the Company being the surviving corporation thereof and a wholly-owned subsidiary of GeoDigm (the “Merger”). Parent is ~~attached~~indirectly ascontrolled by ~~Exhibit~~Welsh, 99Carson, Anderson & Stowe XI, L.1P. (“Welsh Carson”), a private equity investment ~~hereto~~fund. The Company’s shareholders cast 5,203,140 votes for and 10,597 ~~incorporated~~votes ~~herein~~against bythe ~~reference~~adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. There were 1,329 abstentions with respect to the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

On July 29, 2010, the Company also consummated the Merger. As a result of the Merger, each issued and outstanding share of common stock of the Company, other than shares owned by the Company, any subsidiary of the Company, Parent or Merger Sub, ~~Additional~~was ~~Information~~cancelled and ~~Where~~extinguished ~~You~~and automatically converted into the right to receive $17.00 ~~Can~~in ~~Find~~cash, Itwithout interest and less any applicable withholding taxes. The total amount of the consideration payable in connection with the Merger is approximately $104 million in cash. The funds used by Parent to consummate the Merger are from equity and debt financing from existing investors in GeoDigm’s ultimate parent company, including Welsh Carson and third party senior secured debt financing.

InItem ~~connection with the proposed transaction, on April 27, 2010, National Dentex filed with the SEC a preliminary proxy statement on Schedule 14A~~3. In01 ~~addition,~~Notice ~~National Dentex will file with the SEC a definitive proxy statement on Schedule 14A and relevant documents. Investors and security holders~~ of ~~National Dentex~~Delisting are urged to read all relevant documents filed with the SEC, including the preliminary proxy statement and, when available, the definitive proxy statement because they contain important information about National Dentex and the proposed transaction. The preliminary proxy statement, the definitive proxy statement (when available) and any other documents filed by National Dentex with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by National Dentex by contacting National Dentex Investor Relations at dbecker@nationaldentex.com or ~~via~~Failure ~~telephone at 508-907-7800. Investors and security holders are urged~~ to ~~read~~Satisfy ~~the preliminary~~a ~~proxy~~Continued ~~statement,~~Listing ~~the~~Rule ~~definitive proxy statement (when available) and the other relevant materials before making any voting~~ or ~~investment~~ ~~decision~~Standard; ~~with~~Transfer ~~respect~~of ~~to the proposed transaction.~~ Listing

~~National~~Following ~~Dentex~~completion ~~and~~of ~~its~~the ~~directors~~Merger, ~~and certain~~the ~~executive~~Company ~~officers~~notified ~~may,~~the ~~under~~Nasdaq ~~SEC~~Global ~~rules,~~Market be(“Nasdaq”) and ~~deemed~~requested tothat ~~be participants~~Nasdaq: in(i) withdraw the ~~solicitation~~Company’s ofcommon ~~proxies~~stock from ~~National~~listing ~~Dentex’s~~on Nasdaq ~~shareholders~~prior into ~~connection with~~ the ~~transaction.~~opening ~~Information~~of ~~regarding the~~trading ~~directors~~on ~~and~~July 30, ~~executive~~2010; ~~officers~~ and ~~their~~(ii) file ~~respective~~with ~~interests~~the inSecurities and ~~National~~Exchange ~~Dentex~~Commission by(the ~~security~~“SEC”) ~~holdings~~an orapplication ~~otherwise~~on isForm 25 ~~included~~to inreport that the ~~preliminary~~ ~~proxy~~Company’s ~~statement~~common stock ~~relating~~is tono ~~the~~longer ~~proposed~~listed ~~transaction~~on ~~filed with~~Nasdaq. ~~the~~As ~~SEC~~a onresult, ~~April~~the ~~27,~~Company’s ~~2010~~common ~~and~~stock will beno ~~included in the definitive~~longer ~~proxy~~be ~~statement~~listed ~~(when~~on ~~available)~~Nasdaq. ~~Each~~The ofCompany ~~these~~intends ~~documents~~to isfile ~~available free~~with ~~of charge at~~ the SEC’s ~~web~~a ~~site~~certification aton ~~http://www.sec.gov. In~~Form 15 ~~addition,~~under ~~shareholders~~the ~~may~~Securities ~~obtain~~Exchange ~~free~~Act ~~copies~~ of 1934, as amended (the ~~documents~~“Exchange ~~filed~~Act”), orrequesting that toits becommon ~~filed~~stock ~~with~~be ~~the~~deregistered ~~SEC~~and bythat ~~National~~the ~~Dentex~~Company’s byreporting ~~contacting~~obligations ~~National~~under ~~Dentex~~Sections 13 atand ~~dbecker@nationaldentex.com~~15(d) orof bythe ~~phone~~Exchange atAct ~~508-907-7800~~be suspended.

Item 9.01	Financial Statements and Exhibits
	(d) Exhibits
	99.1 Press Release, dated May 13, 2010.


Item. 3.03		Material Modifications to Rights of Security Holders

In connection with the consummation of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $17.00 per share in cash, without interest and less applicable withholding taxes.


Item 5.01		Changes in Control of Registrant

The information in Item 2.01 is incorporated herein by reference.


Item 5.07		Submission of Matters to a Vote of Security Holders

The information in Item 2.01 is incorporated herein by reference.


Item 8.01		Other Events

On July 29, 2010, pursuant to the terms of the Merger Agreement, the parties thereto consummated the Merger.

On July 29, 2010, the Company issued a press release announcing that the parties to the Merger Agreement consummated the Merger. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01		Financial Statements and Exhibits

(d) Exhibits


99.1		Press Release, dated July 29, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NATIONAL DENTEX CORPORATION
	NATIONAL DENTEX CORPORATION (Registrant)
	(Registrant)
July 29, 2010	By:	/s/ David L. Brown
May 13, 2010
		David L. Brown
	By: /s/ David L. Brown
		Chief Executive Officer
	David L. Brown
	Chairman of the Board and Chief Executive Officer

Exhibit ~~Index~~ List

99.1 Press Release, dated ~~May~~ 13July 29, 2010.

Filing Compare · NATIONAL DENTEX CORP /MA/