8-K

- --------------------------------------------------------------------------------

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


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 October 3, 2006
                Date of Report (date of earliest event reported)


                           NATIONAL DENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

                        Commission file number 000-23092


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


           526 Boston Post Road,                           01778
                Wayland, MA
           (Address of Principal                         (Zip Code)
            Executive Offices)

                                 (508) 358-4422
                (Registrant's Telephone No., including Area Code)



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

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

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

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

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






Item 8.01. Other Events.

On October 3, 2006, National Dentex Corporation (NADX) issued a press release
announcing its acquisition of Impact Dental Laboratory Limited of Ottawa,
Ontario, Canada. A copy of this press release is attached as Exhibit 99.1 and is
incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits.

       (d)   Exhibits

99.1   Press release of National Dentex Corporation, dated October 3, 2006.


                                       2



                                   SIGNATURES

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


                                         NATIONAL DENTEX CORPORATION
                                         (Registrant)




October 3, 2006

                                         By:      /s/ Richard F. Becker, Jr.
                                            ------------------------------------
                                         Richard F. Becker, Jr.
                                         Executive Vice President, Treasurer and
                                         Chief Financial Officer


                                       3



                                  Exhibit Index



99.1     Press release of National Dentex Corporation, dated October 3, 2006.


                                       4

EX-99.1

                                                                    Exhibit 99.1

  National Dentex Corporation Announces First Canadian Acquisition,
                       Impact Dental Laboratory

    WAYLAND, Mass.--(BUSINESS WIRE)--Oct. 3, 2006--National Dentex
Corporation (NASDAQ: NADX), one of the largest owner/operators of
dental laboratories in the United States, announced that it had today
acquired Impact Dental Laboratory Limited of Ottawa, Ontario, Canada.
Impact had sales in excess of CDN $4,000,000 in its last fiscal year
ended December 31, 2005. Terms of the transaction were not disclosed.

    Mr. David Brown, President & CEO of National Dentex, commented:
"We are extremely pleased to announce the acquisition of Impact Dental
Laboratory. Founded in 1990 by Fred Lorenz and Richard Szarski, Impact
has grown through a dedication to consistent quality, outstanding
service and educational support beyond its clients' expectations. We
are proud to have Fred, Richard and their whole talented team joining
our network of laboratories. Their commitment and focus on customer
service fits well with our approach of establishing lasting
professional relationships with our clients. We believe that Impact,
with its outstanding reputation in both Canada and the United States,
is the perfect laboratory to lead National Dentex into the Canadian
marketplace. With our added resources and their proven technical
abilities we look forward to building on the traditions of excellence
established by the Impact team."

    Mr. Brown further stated: "We continue to have discussions with a
number of potential acquisition candidates. We remain firmly committed
to our acquisition program and continue to pursue stand-alone
facilities such as Impact, both in the United States and Canada."

    About National Dentex

    National Dentex Corporation serves an active customer base of over
22,000 dentists through 46 dental laboratories located in 30 U.S.
states and one Canadian province. National Dentex's dental
laboratories provide a full range of custom-made dental prosthetic
appliances, including dentures, crowns and fixed bridges, and other
dental specialties.

    Safe Harbor Statement

    This press release contains forward-looking statements within the
meaning of the federal securities laws, including statements regarding
our acquisition activity, marketplace competitiveness, opportunities,
and expected courses of action, that are based on our current
expectations, beliefs, assumptions, estimates, forecasts and
projections about the industry and markets in which National Dentex
operates. The statements contained in this release are not guarantees
of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed in such
forward-looking statements. Important factors that may affect future
operating results and acquisition activity include the timing,
duration and effects of adverse changes in overall economic conditions
and other developments that directly or indirectly affect consumer
decisions as to whether and when to have dental procedures performed;
National Dentex's ability to acquire new laboratories on terms and
conditions acceptable to it and its capacity to integrate and
successfully operate previously acquired laboratories; governmental
regulation of health care; trends in the dental industry towards
managed care; increases in labor, benefits and material costs; product
development risks; technological innovations; competition from other
dental laboratories, including increased competition from dental
laboratories located in foreign countries with lower labor and benefit
costs, such as China: National Dentex's ability to attract, retain and
motivate qualified personnel; changes in the cost or availability of
raw materials, particularly precious metals like gold, platinum and
palladium; any impairment in the carrying value of goodwill or other
acquired intangibles; compliance with evolving federal securities,
accounting, and marketplace rules and regulations applicable to
publicly-traded companies on the Nasdaq National Market; and other
risks indicated from time to time in National Dentex's filings with
the Securities and Exchange Commission, particularly under Item 1A,
"Risk Factors" of National Dentex's most recently filed Annual Report
on Form 10-K and the most recently filed Quarterly Report on Form
10-Q.

    CONTACT: National Dentex Corporation
             Richard F. Becker, 508-358-4422
             Executive Vice President, Treasurer & CFO