AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 44-0537828
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
907 WEST FIFTH STREET
DAYTON, OHIO 45407
(937) 586-5600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
DENNIS S. DOCKINS
GENERAL COUNSEL
DT INDUSTRIES, INC.
907 WEST FIFTH STREET
DAYTON, OHIO 45407
(937) 586-5600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPY TO:
ADAM R. KLEIN
KATTEN MUCHIN ZAVIS ROSENMAN
525 WEST MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60661-3693
(312) 902-5200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock, $0.01 par value per
share(3)............................. 15,760,658 $3.53 $55,635,122 $5,119
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(1) Includes an indeterminate number of shares of the registrant's common stock
that may be issuable by reason of stock splits, stock dividends or similar
transactions.
(2) Calculated pursuant to Rule 457(c) based on the average of the high and low
prices per share of common stock of the registrant on the Nasdaq National
Market on June 26, 2002, solely for purposes of calculating the registration
fee.
(3) Each share of the registrant's common stock includes the right to purchase
shares of the registrant's Series A Preferred Stock, par value $0.01 per
share, pursuant to the terms of the Rights Agreement dated as of August 18,
1997, as amended as of November 5, 1998 and November 17, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES, IN ANY STATE OR JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 28, 2002
PROSPECTUS
15,760,658 SHARES
DT INDUSTRIES, INC.
COMMON STOCK
This prospectus relates to the offer and sale from time to time of up to
15,760,658 shares of our common stock, including the associated preferred stock
purchase rights, by the stockholders identified in this prospectus. Of these
shares, 2,500,000 are issuable upon the conversion of preferred securities of
our subsidiary trust by certain of the selling stockholders. We will not receive
any proceeds from the sale of the shares.
Our common stock is listed on the Nasdaq National Market under the symbol
"DTII." On June 27, 2002, the closing price of our common stock as reported on
the Nasdaq National Market was $3.50 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is , 2002
You should rely only on the information contained or incorporated by
reference in this prospectus or in any supplement. We have not authorized anyone
to provide you with different or additional information. If anyone provides you
with different or additional information, you should not rely on it. This
prospectus is not an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information
appearing or incorporated by reference in this prospectus and any supplement is
accurate as of its date only. Our business, financial condition, results of
operations and prospects may have changed since that date.
Our principal executive offices are located at 907 West Fifth Street,
Dayton, Ohio 45407, and our telephone number is (937) 586-5600. All references
in this prospectus to our common stock include the associated preferred stock
purchase rights.
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TABLE OF CONTENTS
Where You Can Find More Information......................... 1
Risk Factors................................................ 2
Cautionary Note Regarding Forward-Looking Statements........ 7
Recent Developments......................................... 7
Unaudited Pro Forma Consolidated Financial Information...... 8
Use of Proceeds............................................. 12
Selling Stockholders........................................ 12
Plan of Distribution........................................ 14
Legal Matters............................................... 15
Experts..................................................... 15
Documents Incorporated by Reference......................... 16
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at Judiciary Plaza Building, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, as well as at the SEC's regional
offices at 175 West Jackson Street, Suite 900, Chicago, Illinois 60661 and 223
Broadway, New York, New York 10279. Copies of these materials may also be
obtained from the SEC at prescribed rates by writing to the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information about the operation of the SEC public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at "http:// www.sec.gov."
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC. The registration statement contains more information about
us and our common stock, including certain exhibits. You can obtain a copy of
the registration statement from the SEC at the addresses or web site listed
above.
1
RISK FACTORS
An investment in our common stock involves a number of risks. You should
carefully consider the risks and uncertainties described below, along with all
of the other information included or incorporated by reference in this
prospectus, before you decide whether to purchase shares of our common stock.
Any of the following risks could materially adversely affect our business,
financial condition or operating results and could negatively impact the value
of your investment.
RISKS RELATED TO OUR BUSINESS
OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.
As of June 26, 2002, our total indebtedness was approximately $92.0
million. We expect to incur additional indebtedness in the future to fund our
operations and capital expenditures. Our indebtedness could adversely affect our
financial health by:
- limiting our ability to obtain additional financing that we may need to
operate and develop our business;
- requiring us to dedicate or reserve a substantial portion of our cash
flow from operations to service our debt, which reduces the funds
available for operations and future business opportunities;
- increasing our vulnerability to a downturn in general economic conditions
or other adverse events in our business;
- increasing our vulnerability to increases in interest rates because our
borrowings under our senior credit facility are at variable interest
rates; and
- making us more leveraged than certain competitors in our industry, which
could place us at a competitive disadvantage.
Our senior credit facility matures on July 2, 2004 and we have periodic
payment obligations while the senior credit facility is outstanding. If the cash
flow from our operating activities is insufficient to meet our obligations under
the senior credit facility, we may need to delay or reduce capital expenditures,
restructure or refinance our debt, sell assets or seek additional equity
capital. Any or all of these actions may not be sufficient to allow us to
service our debt obligations. Further, we may be unable to take any of these
actions on satisfactory terms, in a timely manner, or at all. If we do not have
sufficient funds to satisfy our obligations under the senior credit facility, we
may not be able to continue our operations as currently anticipated.
THE COVENANTS AND RESTRICTIONS UNDER OUR SENIOR CREDIT FACILITY COULD LIMIT
OUR OPERATING AND FINANCIAL FLEXIBILITY.
Under the terms of our senior credit facility, we must maintain minimum
levels of EBITDA (earnings before interest, taxes, depreciation and
amortization) and quarterly net worth, not exceed annual capital expenditure
limitations and comply with various financial performance ratios. Our failure to
comply with these covenants could trigger an event of default that, if not
waived or cured, would entitle our lenders to, among other things, accelerate
the maturity of the debt outstanding under our senior credit facility so that it
is immediately due and payable. In addition, no further borrowings would be
available under the revolving portion of our senior credit facility. If our
indebtedness is accelerated, we may not have sufficient funds to satisfy our
obligations and we may not be able to continue our operations as currently
anticipated.
In addition, our senior credit facility contains restrictive covenants that
could limit our ability to engage in transactions that we believe are in our
long-term best interest, including the following:
- certain types of mergers or consolidations;
- paying dividends or other distributions to our stockholders;
- making investments;
- selling or encumbering assets;
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- changing lines of business;
- borrowing additional money; and
- engaging in transactions with affiliates.
These restrictions could limit our ability to react to changes in our
operating environment or take advantage of business opportunities.
OUR BORROWING BASE OF ASSETS MAY NOT BE SUFFICIENT TO PERMIT US TO BORROW
SUFFICIENT FUNDS UNDER OUR SENIOR CREDIT FACILITY TO OPERATE OUR BUSINESS.
All advances in excess of $53.0 million made under the revolver portion of
our senior credit facility and letters of credit are subject to a monthly asset
coverage test based on eligible accounts receivable and eligible inventory. Our
borrowing base of assets may not be sufficient to permit us to borrow sufficient
funds to operate our business and meet our capital resources needs.
WE EXPECT TO REPORT AN OPERATING LOSS FOR OUR 2002 FISCAL YEAR AND MAY NOT
ACHIEVE OR SUSTAIN PROFITABILITY IN THE NEAR FUTURE.
We reported an operating loss of approximately $64.1 million for the fiscal
year ended June 24, 2001 and approximately $3.2 million for the nine months
ended March 24, 2002, and we expect to incur operating losses for the remainder
of fiscal 2002. We have recently implemented a plan to restructure our business
by consolidating manufacturing and fabrication operations, establishing four
business segments and reducing our workforce. To the extent that our corporate
restructuring does not generate the cost savings or net sales that we
anticipate, we may incur losses and may not achieve profitability in the near
future. Furthermore, if we achieve profitability in the near future, we may not
be able to sustain it.
WE HAVE A NUMBER OF DIFFERENT OPERATING DIVISIONS AND MANUFACTURING
FACILITIES AND MAY HAVE DIFFICULTY CONDUCTING OUR OPERATIONS ON AN INTEGRATED
BASIS.
Upon completion of our corporate restructuring, we will have six operating
divisions with 12 manufacturing facilities. Some of our operating facilities
have different systems and procedures in various operational areas that must be
rationalized and integrated. We will need to integrate our facilities'
manufacturing operations and technologies and modify our financial, information
and management systems and controls to ensure uniform compliance with corporate
procedures and policies. Fully integrating our operations may be difficult
because we have facilities in the United Kingdom, Germany and six different
states in the United States. If we are unable to fully integrate our operations
smoothly, quickly, successfully, or at all, we may not be able to successfully
and efficiently operate our business.
A DOWNTURN IN GENERAL ECONOMIC CONDITIONS OR THE ECONOMIC CONDITION OF THE
MARKETS THAT WE SERVE COULD MATERIALLY ADVERSELY AFFECT OUR REVENUES.
Our revenues and results of operations are susceptible to negative trends
in the general economy and the markets that we serve that affect consumer
spending. For example, the slowing of the U.S. economy and the effects of the
events of September 11, 2001 have resulted in restrained customer capital
spending, which has adversely affected sales of our equipment to the
pharmaceutical and nutritional, plastics packaging, automotive, heavy trucks and
other industries. A prolonged economic slowdown or continued economic
uncertainty could cause our customers to further reduce or delay orders for our
products or delay payment for our delivered products. If this occurs, our
revenues and cash flows could be further materially adversely affected.
WE MAY NOT RECOGNIZE A MATERIAL AMOUNT OF OUR BACKLOG, WHICH COULD HARM OUR
BUSINESS.
Our backlog was $147.2 million as of March 24, 2002. Our backlog is based
upon customer purchase orders that we believe are firm. The level of our backlog
at any current time, however, is not necessarily indicative of our future
operating performance for any particular reporting period because we may not be
able to recognize as sales the orders in our backlog when expected or at all due
to various contingencies, many of which are beyond our control. For example,
certain of our purchase orders are subject to cancellation by the
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customer upon notification or are subject to delays in completion and shipment
at the request of the customer. If we fail to recognize a material amount of our
backlog, our net sales may be materially harmed.
OUR OVERALL PERFORMANCE AND QUARTERLY OPERATING RESULTS MAY FLUCTUATE
SIGNIFICANTLY AND COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
Our net sales and results of operations have varied significantly from
quarter to quarter. We expect large fluctuations in our future quarterly
operating results due to a number of factors, including:
- the level of product and price competition;
- the length of our sales cycle and manufacturing processes;
- the size and timing of individual transactions;
- seasonal trends;
- the mix of products sold;
- defects and other product quality problems;
- the timing of new product introductions and enhancements by us and our
competitors;
- customers' fiscal constraints;
- changes in foreign currency exchange rates; and
- general economic conditions.
As a result of these and other factors, many of which are beyond our
control, our results of operations for any particular quarter are not
necessarily indicative of results that may be expected for any subsequent
quarter or related fiscal year. These fluctuations in our quarterly results
could cause our quarterly earnings to fall below market expectations, which in
turn could adversely affect the market price of our common stock.
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE FAIL TO ACCURATELY ESTIMATE
THE MATERIAL AND LABOR COSTS OR DURATION OF A PROJECT OR FAIL TO COMMUNICATE
CHANGES TO THESE SPECIFICATIONS TO OUR CUSTOMERS.
A substantial portion of our net sales are derived from fixed-contract
projects. Because of the complexity of many of our projects, accurately
estimating the material and labor costs of a particular project can be a
difficult task. If we fail to accurately estimate the costs of one or more
projects during the bidding process, we could be forced to devote additional
materials and labor hours to these projects for which we will not receive
additional compensation. To the extent that an expenditure of additional
resources is required on a project, this could reduce the profitability of, or
result in a loss on, the project. In the past, we have, on occasion, engaged in
significant negotiations with customers regarding changes to the costs or
duration of specific projects. To the extent we do not sufficiently communicate
to our customers, or our customers fail to adequately appreciate, the nature and
extent of any of these changes to a project, our reputation may be harmed and we
may suffer losses on the project.
THE LOSS OF A KEY CUSTOMER COULD ADVERSELY AFFECT OUR OPERATING RESULTS
BECAUSE WE DEPEND ON A RELATIVELY LIMITED NUMBER OF CUSTOMERS FOR A LARGE
PORTION OF OUR NET SALES.
We have generated a substantial portion of our net sales from a relatively
small number of customers. For example, our sales to our top five customers in
fiscal 2001 accounted for 43% of our consolidated net sales. The loss of, or
reduced orders for products from, one or more of our significant customers could
have a material adverse effect on our operating results. Our reliance on a
limited number of customers also magnifies the risks of not being able to
collect accounts receivable from any one customer.
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE EXPERIENCE EXCESS PRODUCT
WARRANTY OR LIABILITY CLAIMS.
We are subject to warranty claims in the ordinary course of our business.
Although we maintain reserves for such claims, the warranty expense levels may
not remain at current levels or our reserves may not be adequate. A large number
of warranty claims exceeding our current warranty expense levels could
materially
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harm our business. In addition, we are subject to product liability claims from
time to time for various injuries alleged to have resulted from defects in the
manufacture and/or design of our products. Any resolution of these claims in a
manner adverse to us could have an adverse effect on our business, financial
condition and results of operations. These claims may also be costly to defend
against and may divert the attention of our management and resources in general.
INTENSE COMPETITION IN OUR INDUSTRY COULD IMPAIR OUR ABILITY TO GROW AND
ACHIEVE PROFITABILITY.
The market for our automation and packaging machines and systems is highly
competitive. Our competitors vary in size and resources, some of which are
larger than we are and have access to greater resources than we do. As a result,
our competitors may be in a stronger position to respond more quickly to changes
in customer needs and may be able to devote more resources to the development,
marketing and sale of their products. We may also encounter competition from new
market entrants. We may not be able to compete effectively with current or
future competitors, which could impair our ability to grow and achieve
profitability.
OUR FAILURE TO RETAIN KEY PERSONNEL MAY NEGATIVELY AFFECT OUR BUSINESS.
Our success depends on our ability to retain senior executives and other
key employees who are critical to our continued development and support of our
products, the management of our diverse operations and our ongoing sales and
marketing efforts. The loss of key personnel could cause disruptions in our
operations, the loss of existing customers, the loss of key information,
expertise and know-how, and unanticipated additional recruitment and training
costs. Furthermore, our amended senior credit facility provides that an event of
default will exist under the facility if any two of Stephen J. Perkins, our
President and Chief Executive Officer, John M. Casper, our Senior Vice
President -- Finance and Chief Financial Officer, and John F. Schott, our Chief
Operating Officer, are no longer employed by, and fulfilling their current
positions with, us, other than as a result of their death, disability or our
board of directors exercising its fiduciary duty. Thus, under these
circumstances, if we lose any two of these senior executives, our lenders could
accelerate the maturity of the debt outstanding under our senior credit facility
unless we obtain satisfactory replacement executives.
THE CLASS ACTION LAWSUIT CURRENTLY PENDING AGAINST US COULD MATERIALLY HARM
US.
We are currently a defendant in a class action lawsuit regarding the
restatement of our financial statements in August and September 2000. This
lawsuit seeks unspecified damages as a result of various alleged securities law
violations arising from the restatement of our financial statements. We are not
able to predict the final outcome of this lawsuit or estimate the amount of
potential loss and may not have adequate liability insurance to cover any losses
resulting from the lawsuit. Furthermore, the class action lawsuit may be costly,
time consuming and distracting to management.
WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL AND EMPLOYEE SAFETY AND HEALTH
REGULATIONS, WHICH COULD SUBJECT US TO SIGNIFICANT LIABILITIES AND COMPLIANCE
EXPENDITURES.
We are subject to various federal, state and local environmental laws and
regulations concerning air emissions, wastewater discharges, storage tanks and
solid and hazardous waste disposal at our facilities. Our operations are also
subject to various employee safety and health laws and regulations, including
those concerning occupational injury and illness, employee exposure to hazardous
materials and employee complaints. Environmental and employee safety and health
regulations are comprehensive, complex and frequently changing. We may be
subject from time to time to administrative and/or judicial proceedings or
investigations brought by private parties or governmental agencies with respect
to environmental matters and employee safety and health issues. These
proceedings and investigations could result in substantial costs to us, divert
our management's attention and, if it is determined we are not in compliance
with applicable laws and regulations, result in significant liabilities, fines
or the suspension or interruption of our manufacturing activities. Future
events, such as changes in existing laws and regulations, new laws and
regulation or the discovery of conditions not currently known to us, could
create substantial compliance or remedial liabilities and costs.
5
RISKS RELATED TO OUR COMMON STOCK
IF A MORE ACTIVE TRADING MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP OR IS
NOT SUSTAINED, YOU MAY HAVE DIFFICULTY SELLING YOUR SHARES.
Our common stock is currently traded on the Nasdaq National Market. The
market for our common stock has historically been characterized by limited
trading volume and a limited number of holders. A more active trading market for
our common stock may not develop or be sustained after this offering. As a
result, it may be difficult for you to sell your shares when you want and at a
price at or above the price at which you acquired them.
THE MARKET PRICE OF OUR COMMON STOCK MAY CONTINUE TO BE VOLATILE, WHICH
COULD PREVENT YOU FROM SELLING YOUR SHARES AT OR ABOVE THE PRICE AT WHICH YOU
ACQUIRED THEM.
From June 1, 2001 through the date of this prospectus, the price per share
of our common stock has ranged from a high of $7.66 to a low of $2.88. The
market price of our common stock has been, and is likely to continue to be,
volatile and subject to fluctuations due to the risk factors described in this
section and the following factors, some of which are beyond our control:
- changes in the general economic and political environment;
- broad market fluctuations;
- the perceived prospects of our company and the packaging and automation
industries in general;
- changes in analysts' recommendations or projections;
- low trading volume; and
- differences between our actual financial and operating results and those
expected by investors and analysts.
As a result, you may be unable to sell your shares of common stock at or
above the price at which you acquired them.
FUTURE SALES OF A LARGE NUMBER OF SHARES OF COMMON STOCK BY THE SELLING
STOCKHOLDERS OR THEIR AFFILIATES, OR THE PERCEPTION THAT THESE SALES MAY OCCUR,
MAY HAVE AN ADVERSE IMPACT ON THE MARKET PRICE OF OUR COMMON STOCK.
As of the date of this prospectus, there are 23,647,932 shares of our
common stock issued and outstanding. Substantially all of these shares are
freely tradable in the public market without restriction under the federal
securities laws, subject to any contractual limitations entered into by certain
of the selling stockholders. Certain of the selling stockholders and their
affiliates each beneficially own a significant percentage of these freely
tradable shares. Future sales by these stockholders of a substantial number of
shares of our common stock in the public market, or the perception that these
sales could occur, could cause the market price of our common stock to decline.
These sales may also make it more difficult for us to sell equity or
equity-related securities in the future at a time and price that we deem
appropriate.
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, OUR BYLAWS AND DELAWARE LAW
COULD DELAY OR DETER TENDER OFFERS OR TAKEOVER ATTEMPTS THAT MAY OFFER YOU A
PREMIUM FOR YOUR COMMON STOCK.
Certain provisions in our certificate of incorporation, our bylaws and
Delaware law could make it more difficult for a third party to acquire control
of us, even if that transaction would be beneficial to you. These impediments
include:
- the classification of our board of directors into three classes serving
staggered three-year terms;
- the ability of our board of directors to issue shares of preferred stock
with rights as it deems appropriate without stockholder approval;
- a requirement that our stockholders comply with advance-notice provisions
to bring director nominations or other matters before meetings of our
stockholders; and
6
- the adoption of a provision of Delaware law that prohibits us from
entering into some business combinations with interested stockholders
without the approval of our board of directors.
The existence of these provisions may deprive you of an opportunity to sell
your shares at a premium over prevailing prices. The potential inability of our
stockholders to obtain a control premium could adversely affect the market price
of our common stock.
OUR STOCKHOLDER RIGHTS PLAN COULD DELAY OR DETER TENDER OFFERS OR TAKEOVER
ATTEMPTS THAT MAY OFFER YOU A PREMIUM FOR YOUR COMMON STOCK.
Our stockholder rights plan, adopted by our board of directors in 1997, is
designed to protect stockholders against unfair and coercive takeover tactics.
Under the plan, our board of directors is authorized to issue preferred stock
purchase rights to stockholders that would have the effect of substantially
diluting the ownership of any person or group that acquires 15% or more of our
common stock, unless the rights are first cancelled or redeemed by our board of
directors in its discretion. Notwithstanding our board of director's objective
in adopting the rights plan, the existence of the rights plan may delay or deter
potential acquirors from making tenders offers or takeover attempts that would
offer you a premium for your common stock. We have agreed to submit the rights
plan to a vote of stockholders at our 2003 annual meeting of stockholders and
each annual meeting every three years thereafter so long as the rights plan is
in effect.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference certain
"forward-looking statements" that reflect our current beliefs and expectations
about our future results, performance, liquidity, financial condition, prospects
and opportunities. These statements, which are based on information currently
available to us, are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. You can identify these statements from
our use of the words "may," "could," "estimate," "believe," "expect,"
"anticipate," "should," "plan," or the negative of these terms, and similar
expressions. Our actual results, performance, liquidity, financial condition,
prospects and opportunities could differ materially from those expressed in, or
implied by, any forward-looking statements as a result of various risks,
uncertainties and other factors. See the section of this prospectus captioned
"Risk Factors" for a description of these risks, uncertainties and other
factors. You should not place undue reliance on our forward-looking statements.
Except as required by federal securities laws, we do not intend to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
RECENT DEVELOPMENTS
On June 20, 2002, we consummated a significant financial recapitalization
transaction pursuant to which we:
- amended the bank agreement with our lenders to, among other things,
extend the maturity date under our senior credit facility from July 2,
2002 to July 2, 2004, repay approximately $18.5 million of our
outstanding indebtedness under the senior credit facility using proceeds
from the private placement of our common stock, reduce the total
revolving loan commitment under the facility and modify various financial
covenants;
- sold an aggregate of 7,000,000 shares of our common stock at a purchase
price of $3.20 per share in a private placement; and
- issued an aggregate of 6,260,658 shares of our common stock in exchange
for $35.0 million of the outstanding preferred securities of our
subsidiary trust, plus approximately $15.1 million of accrued and unpaid
distributions on the preferred securities, and amended the terms of the
$35.0 million of trust preferred securities that have remained
outstanding following the closing of the recapitalization to, among other
things, reduce their conversion price from $38.75 to $14.00 per share and
shorten their maturity date from May 31, 2012 to May 31, 2008.
7
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial information
presents the impact of the significant financial recapitalization transaction
described in the section of this prospectus captioned "Recent Developments" on
our statement of operations for the nine months ended March 24, 2002 and the
fiscal year ended June 24, 2001, and on our balance sheet as of March 24, 2002,
as if the financial recapitalization transaction had occurred at the beginning
of all such periods or as of that date. The unaudited pro forma consolidated
financial information should be read along with our historical financial
statements, and the related notes, incorporated by reference into this
prospectus.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FOR THE NINE MONTHS ENDED MARCH 24, 2002
AS REPORTED PRO FORMA NINE
NINE MONTHS ENDED PRO FORMA MONTHS ENDED
MARCH 24, 2002 ADJUSTMENTS MARCH 24, 2002
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(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Net sales..................................... $ 248,772 $ -- $ 248,772
Cost of sales................................. 199,701 -- 199,701
----------- ----------- -----------
Gross profit................................ 49,071 -- 49,071
Selling, general and administrative
expenses.................................... 42,278 -- 42,278
Restructuring charges......................... 10,029 -- 10,029
----------- ----------- -----------
Operating income (loss)..................... (3,236) -- (3,236)
Interest expense.............................. 9,371 (1,247)(1) 8,124
Accrued dividends on Company-obligated,
mandatorily redeemable convertible preferred
securities of subsidiary DT Capital Trust
holding solely convertible junior
subordinated debentures of the Company...... 4,433 (3,230)(2) 1,203
----------- ----------- -----------
Income (loss) before benefit for income
taxes....................................... (17,040) (4,477) (12,563)
Provision (benefit) for income taxes.......... (4,037) 1,567(3) (2,470)
----------- ----------- -----------
Income (loss) from continuing operations...... $ (13,003) $ 2,910 $ (10,093)
=========== =========== ===========
Income (loss) from continuing operations per
common share:
Basic....................................... $ (1.25) $ (0.43)
Diluted..................................... $ (1.25) $ (0.43)
Weighted average common shares:
Basic....................................... 10,371,706 13,260,658 23,632,364
Diluted..................................... 10,371,706 13,260,658 23,632,364
---------------
(1) The application of the net proceeds from the private placement to repay
approximately $18.5 million of outstanding indebtedness under our senior
credit facility is estimated to lower interest expense based on an average
annual interest rate of 9% for 9 months.
(2) As a result of the restructuring of the convertible preferred securities of
DT Capital Trust, our subsidiary trust, we will recognize $401 of interest
expense per quarter until May 2006.
(3) Tax provision at 35% federal statutory rate.
8
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FOR THE FISCAL YEAR ENDED JUNE 24, 2001
AS REPORTED PRO FORMA FISCAL
FISCAL YEAR ENDED PRO FORMA YEAR ENDED
JUNE 24, 2001 ADJUSTMENTS JUNE 24, 2001
----------------- ----------- -----------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Net sales....................................... $ 511,102 $ -- $ 511,102
Cost of sales................................... 434,357 -- 434,357
----------- ----------- -----------
Gross profit.................................. 76,745 -- 76,745
Selling, general and administrative expenses.... 90,494 -- 90,494
Restructuring charges........................... 3,694 -- 3,694
Goodwill impairment............................. 38,219 -- 38,219
----------- ----------- -----------
Operating income (loss)....................... (64,135) -- (64,135)
Interest expense................................ 14,891 (1,663)(1) 13,228
Accrued dividends on Company-obligated,
mandatorily redeemable convertible preferred
securities of subsidiary DT Capital Trust
holding solely convertible junior subordinated
debentures of the Company..................... 5,506 (3,902)(2) 1,604
----------- ----------- -----------
Income (loss) before benefit for income taxes... (84,532) 5,565 (78,967)
Provision (benefit) for income taxes............ (13,189) 1,948(3) (11,241)
----------- ----------- -----------
Income (loss) from continuing operations........ $ (71,343) $ 3,617 $ (67,726)
=========== =========== ===========
Income (loss) from continuing operations per
common share:
Basic......................................... $ (7.01) $ (2.89)
Diluted....................................... $ (7.01) $ (2.89)
Weighted average common shares:
Basic......................................... 10,172,811 13,260,658 23,433,469
Diluted....................................... 10,172,811 13,260,658 23,433,469
---------------
(1) The application of the net proceeds from the private placement to repay
approximately $18.5 million of outstanding indebtedness under our senior
credit facility is estimated to lower interest expense based on an average
annual interest rate of 9% for 12 months.
(2) As a result of the restructuring of the convertible preferred securities of
DT Capital Trust, our subsidiary trust, we will recognize $401 of interest
expense per quarter until May 2006.
(3) Tax provision at 35% federal statutory rate.
9
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 24, 2002
AS REPORTED PRO FORMA
AS OF PRO FORMA AS OF
MARCH 24, 2002 ADJUSTMENTS MARCH 24, 2002
-------------- ----------- --------------
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents................. $ 5,195 $ -- $ 5,195
Accounts receivable, net.................. 56,262 -- 56,262
Cost and earnings in excess of billings... 51,383 -- 51,383
Inventories, net.......................... 30,570 -- 30,570
Prepaid expenses and other................ 17,491 (8,093)(4) 9,398
-------- -------- --------
Total current assets.............. 160,901 (8,093) 152,808
Property, plant & equipment, net............ 43,164 -- 43,164
Goodwill.................................... 123,804 -- 123,804
Other assets, net........................... 5,319 2,844 (3) 8,563
-------- -------- --------
$333,188 $ (5,249) $327,939
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Senior secured credit facility............ $ 68,836 $(18,475)(1),(3),(4) $ 50,361
Current portion of other debt............. 426 426
Accounts payables......................... 18,753 -- 18,753
Customer advances......................... 34,466 -- 34,466
Accruals.................................. 34,530 763 (3) 35,293
-------- -------- --------
Total current liabilities......... 157,011 (17,712) 139,299
Other long-term debt........................ 6,648 -- 6,648
Other long-term liabilities................. 3,474 -- 3,474
Company-obligated, mandatorily redeemable
convertible preferred securities of
subsidiary DT Capital Trust holding solely
convertible junior subordinated debentures
of the Company............................ 85,085 (50,085)(2) 35,000
Stockholders' equity:
Capital stock............................. 113 133 (1),(2) 246
Additional paid-in capital................ 126,824 45,135 (1),(2),(3) 171,959
Accumulated deficit....................... (19,968) 17,280 (2),(3),(4) (2,688)
Cumulative translation adjustment......... (2,327) -- (2,327)
Unearned portion of restricted stock...... (604) -- (604)
Less -- treasury stock.................... (23,068) -- (23,068)
-------- -------- --------
Total stockholders' equity........ 80,970 62,548 143,518
-------- -------- --------
$333,188 $ (5,249) $327,939
======== ======== ========
10
DT INDUSTRIES, INC.
UNAUDITED PRO FORMA BALANCE SHEET ADJUSTMENTS
(IN THOUSANDS)
DEBIT CREDIT
------ ------
(1) Senior Secured Credit Facility.............................. 21,198
Capital Stock............................................. 70
Additional Paid-In Capital................................ 21,128
Issuance of 7,000,000 shares of $0.01 par value common stock at $3.20 per
share, net of $1,202 of issuance costs.
(2) Old Convertible Preferred Securities........................ 85,085
New Convertible Preferred Securities...................... 35,000
Capital Stock............................................. 63
Additional Paid-In Capital................................ 24,354
Cancellation of Debt Income............................... 23,668
To record the exchange of $85,085 of convertible preferred securities of our
subsidiary trust for (a) $35,000 of such securities and (b) 6,260,658 shares
(based on a conversion price of $8 per share) of $0.01 par value common stock
at $3.90 per share.
(3) Deferred Financing fees..................................... 3,244
Paid in Capital............................................. 347
Cancellation of Debt Income................................. 295
Accrued Financing Fees.................................... 763
Senior Secured Credit Facility............................ 2,723
To record the incremental recapitalization financing fees, assuming all paid
or accrued at closing.
(4).. Tax Provision............................................... 7,171
Deferred Tax Asset -- NOLs................................ 8,093
To record the federal tax provision at 35% of the cancellation of debt income
and the usage of net operating loss (NOLs) and deferred tax assets.
11
USE OF PROCEEDS
The selling stockholders are offering all of the shares of common stock
covered by this prospectus. We will not receive any proceeds from the sales of
these shares.
SELLING STOCKHOLDERS
The 15,760,658 shares of our common stock registered for public resale
pursuant to this prospectus and listed under the column "Number of Shares
Offered Hereby" on the table set forth below consist of the following shares
that were issued or are issuable in connection with the recapitalization: (1)
7,000,000 shares of our common stock issued to purchasers of our common stock in
the private placement, (2) 6,260,658 shares of our common stock issued in
exchange for $35.0 million of trust preferred securities, plus approximately
$15.1 million of accrued and unpaid cash distributions thereon, and (3)
2,500,000 shares of our common stock issuable upon the conversion of the
currently outstanding trust preferred securities at a conversion price of $14.00
per share. These shares of our common stock are included in this prospectus
pursuant to the registration rights we granted to the selling stockholders in
the share purchase agreement or the exchange agreement, as applicable, that we
entered into in connection with the recapitalization. Our registration of these
shares does not necessarily mean that any selling stockholder will sell any or
all of its shares.
The following table sets forth the number of shares beneficially owned by
each of the selling stockholders as of the date of this prospectus, except as
disclosed below, and is based on information provided to us by each selling
stockholder. We are not able to estimate the amount of shares that will be held
by each selling stockholder after the completion of this offering because (1)
the selling stockholders may sell less than all of the shares registered under
this prospectus, (2) the selling stockholders may convert less than all of their
trust preferred securities, and (3) to our knowledge, the selling stockholders
currently have no agreements, arrangements or understandings with respect to the
sale of any of their shares. The following table assumes that all of the
currently outstanding trust preferred securities will be converted into common
stock and all the shares being registered pursuant to this prospectus will be
sold. The selling stockholders are not making any representation that any shares
covered by this prospectus will be offered for sale and reserve the right to
accept or reject, in whole or in part, any proposed sale of shares.
BENEFICIAL OWNERSHIP
AFTER OFFERING
NUMBER OF SHARES ---------------------
BENEFICIALLY OWNED NUMBER OF SHARES NUMBER OF
NAME PRIOR TO OFFERING OFFERED HEREBY SHARES PERCENT
---- ------------------ ---------------- ---------- --------
The Northwestern Mutual Life Insurance
Company(1).............................. 3,754,568 3,754,568(2) 0 *
The Travelers Insurance Company(1)........ 1,051,279 1,051,279(3) 0 *
The Travelers Indemnity Company(1)........ 1,451,766 1,451,766(4) 0 *
MassMutual Corporate Investors(1)......... 250,305 250,305(5) 0 *
MassMutual Participation Investors(1)..... 125,152 125,152(6) 0 *
Massachusetts Mutual Life Insurance
Company(1).............................. 1,001,218 1,001,218(7) 0 *
MassMutual Corp Value Partners(1)......... 500,609 500,609(8) 0 *
MassMutual High Yield Partners II,
LLC(1).................................. 625,761 625,761(9) 0 *
State of Wisconsin Investment Board....... 4,459,100 2,500,000 1,959,100 7.5%
Putnam Variable Trust -- Putnam VT Small
Cap Value Fund.......................... 369,300 261,700 107,600 *
Putnam Investment Funds -- Putnam Small
Cap Value Fund.......................... 885,700 728,900 156,800 *
Putnam World Trust II -- Putnam U.S. Small
Cap Value Equity Fund................... 13,500 9,400 4,100 *
12
BENEFICIAL OWNERSHIP
AFTER OFFERING
NUMBER OF SHARES ---------------------
BENEFICIALLY OWNED NUMBER OF SHARES NUMBER OF
NAME PRIOR TO OFFERING OFFERED HEREBY SHARES PERCENT
---- ------------------ ---------------- ---------- --------
Fidelity Puritan Trust -- Fidelity
Low-Priced Stock Fund(10)............... 1,782,000 1,250,000 532,000 2.0%
NTC -- Ironwood Capital Management Bell
South Master Plan(10)................... 123,600 54,000 69,600 *
NTCC For Employees Benefit Trust(11)...... 196,000 75,000 121,000 *
NTCC For Grantors Trust(11)............... 260,200 115,000 145,200 *
PNC/Hillview Alpha Fund(11)............... 105,700 43,000 62,700 *
IDEX/Isabelle Small Cap Value Fund(11).... 375,400 186,000 189,400 *
ICM/Isabelle Small Cap Value Fund(11)..... 1,048,000 394,000 654,000 2.5%
University of Notre Dame(11).............. 308,900 159,000 149,900 *
NTCC Oregon(11)........................... 255,100 104,000 151,100 *
Heavingline & Co., for the account of
Royce Opportunity Fund #6623(12)........ 655,000 400,000 255,000 1.0%
Pictet & Cie, Geneva, for the benefit of
Djursholm Investments, Inc.(12)......... 99,400 50,000 49,400 *
Pictet & Cie, Geneva, for the benefit of
Hov, Inc.(12)........................... 99,100 50,000 49,100 *
Pictet & Cie, Geneva, for the benefit of
Inglestorp Investments, Inc.(12)........ 99,100 50,000 49,100 *
Caxton International Limited.............. 783,100 400,000 383,100 1.5%
LibertyView Funds, L.P.................... 148,750 144,500 4,250 *
LibertyView Fund, LLC..................... 26,250 25,500 750 *
---------------
* Less than 1.0%
(1) These selling stockholders have each agreed to not sell, transfer or
otherwise dispose of our common stock for a period of 180 days following
June 20, 2002. In addition, these stockholders as a group have been granted
the right to appoint one representative to attend and observe meetings of
our board of directors.
(2) The number of shares offered by the selling stockholder include 1,071,429
shares of common stock that are issuable upon the conversion of currently
outstanding preferred securities of our subsidiary trust.
(3) The number of shares offered by the selling stockholder include 300,000
shares of common stock that are issuable upon the conversion of currently
outstanding preferred securities of our subsidiary trust.
(4) The number of shares offered by the selling stockholder include 414,286
shares of common stock that are issuable upon a conversion of currently
outstanding preferred securities of our subsidiary trust.
(5) The number of shares offered by the selling stockholder include 71,429
shares of common stock that are issuable upon a conversion of currently
outstanding preferred securities of our subsidiary trust.
(6) The number of shares offered by the selling stockholder include 35,714
shares of common stock that are issuable upon a conversion of currently
outstanding preferred securities of our subsidiary trust.
(7) The number of shares offered by the selling stockholder include 285,714
shares of common stock that are issuable upon a conversion of currently
outstanding preferred securities of our subsidiary trust.
(8) The number of shares offered by the selling stockholder include 142,857
shares of common stock that are issuable upon a conversion of currently
outstanding preferred securities of our subsidiary trust.
(9) The number of shares offered by the selling stockholder include 178,571
shares of common stock that are issuable upon a conversion of currently
outstanding preferred securities of our subsidiary trust.
13
(10) The entity is a portfolio of an investment company registered under Section
8 of the Investment Company of 1940, as amended. Fidelity Management &
Research Company ("FMR Co.") is a Massachusetts corporation and an
investment advisor registered under Section 203 of the Investment Advisers
Act of 1940, as amended, and provides investment advisory services to such
Fidelity fund identified above, and to other registered investment
companies, and to certain other funds which are generally offered to a
limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR
Corp., a Massachusetts corporation. The holdings are as of June 20, 2002.
(11) The shares of common stock shown as beneficially owned by the selling
stockholder are also deemed to be beneficially owned by Ironwood Capital
Management, L.L.C., which shares voting and dispositive power with respect
to such shares.
(12) The shares of common stock shown as beneficially owned by the selling
stockholder are also deemed to be beneficially owned by Royce & Associates,
Inc., which shares voting and dispositive power with respect to such
shares.
This prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization, or other similar transaction
effected without the receipt of consideration that results in an increase in the
number of our outstanding shares of common stock. In addition, this prospectus
covers the preferred stock purchase rights that currently trade with our common
stock and entitle the holders to purchase additional shares of our common stock
under certain circumstances.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered, sold, or distributed
from time to time by the selling stockholders named in this prospectus, or by
their donees, pledgees, transferees, or other successors in interest. The
selling stockholders may sell their shares at market prices prevailing at the
time of sale, at prices related to such prevailing market prices at the time of
sale, at negotiated prices, or at fixed prices, which may be changed. Each
selling stockholder reserves the right to accept or reject, in whole or in part,
any proposed purchase of shares, whether the purchase is to be made directly or
through agents. We are not aware that any selling stockholder has entered into
any arrangements with any underwriters or broker-dealers regarding the sale of
its shares of common stock.
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
- in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
- in transactions involving cross or block trades or otherwise on any
national securities exchange or quotation system, such as the Nasdaq
National Market, on which our common stock may be listed or quoted;
- in an over-the-counter distribution in accordance with the rules of the
Nasdaq Stock Market;
- in transactions in which brokers, dealers, or underwriters purchase the
shares as principals and resell the shares for their own accounts
pursuant to this prospectus;
- in transactions "at the market" to or through market makers in our common
stock;
- in other ways not involving market makers or established trading markets,
including direct sales of the shares to purchasers or sales of the shares
effected through agents;
- through transactions in options, swaps, or other derivatives that may or
may not be listed on an exchange;
- in privately negotiated transactions;
14
- in transactions to cover short sales; or
- in a combination of any of the foregoing transactions.
In addition, the selling stockholders also may sell their shares in private
transactions or in accordance with Rule 144 under the Securities Act rather than
under this prospectus.
From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the shares owned by it. If a selling
stockholder defaults in performance of the secured obligations, the pledgees or
secured parties may offer and sell the shares from time to time. A selling
stockholder also may transfer and donate shares in other circumstances. If a
selling stockholder donates or otherwise transfers its shares, the number of
shares beneficially owned by it will decrease as and when it takes these
actions. The plan of distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the transferees, donees,
or other successors in interest will be selling stockholders for purposes of
this prospectus.
The selling stockholders may use brokers, dealers, underwriters, or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts, or concessions. This compensation may be
paid by the selling stockholders or the purchasers of the shares for whom such
persons may act as agent, or to whom they may sell as principal, or both. In
addition, the broker-dealers' or their affiliates' commissions, discounts, or
concessions may qualify as underwriters' compensation under the Securities Act.
Neither we, nor any selling stockholder, can presently estimate the amount of
that compensation. We will make copies of this prospectus and any supplements or
amendments hereto available to each selling stockholder or any of its agents or
broker-dealers for the purpose of satisfying the prospectus delivery
requirements of the Securities Act.
The selling stockholders and any other person participating in a
distribution of the shares covered by this prospectus will be subject to
applicable provisions of the Exchange Act and the rules and regulations under
the Exchange Act, including Regulation M, which may limit the timing of
purchases and sales of any of the shares by the selling stockholders and any
other such person. Furthermore, under Regulation M, any person engaged in the
distribution of the shares may not simultaneously engage in market-making
activities with respect to the particular shares being distributed for certain
periods prior to the commencement of or during that distribution. All of the
above may affect the marketability of the shares and the availability of any
person or entity to engage in market-making activities with respect to the
shares.
Under our agreements with the selling stockholders, we are required to bear
the expenses relating to the registration of this offering. We are also
obligated to cover up to an aggregate of $100,000 in legal expenses, including
the legal expenses related to the review of this prospectus, for the selling
stockholders who received shares of common stock in exchange for trust preferred
securities. The selling stockholders will bear any underwriting discounts or
commissions, brokerage fees or stock transfer taxes. We have agreed to indemnify
the selling stockholders against certain liabilities arising in connection with
this offering, including liabilities under the Securities Act. The selling
stockholders may agree to indemnify any agent, dealer, or broker-dealer that
participates in transactions involving the shares of common stock against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the shares of our common stock that are covered by this
prospectus has been passed upon for us by Katten Muchin Zavis Rosenman, Chicago,
Illinois.
EXPERTS
The consolidated financial statements and financial statement schedule
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended June 24, 2001 have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
15
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document that we filed separately with the SEC.
Information in this prospectus updates, and in some cases supersedes,
information incorporated by reference from documents we have filed with the SEC
prior to the date of this prospectus, while information that we file later with
the SEC will automatically update and, in some cases, supersede the information
contained or incorporated by reference in this prospectus.
The following documents that we have previously filed with the SEC are
incorporated by reference into this prospectus:
- Our Annual Report on Form 10-K for our fiscal year ended June 24, 2001;
- Our Quarterly Reports on Form 10-Q for our fiscal quarters ended
September 23, 2001, December 24, 2001 and March 24, 2002; and
- Our Current Reports on Form 8-K filed with the SEC on August 15, 2001,
November 1, 2001, November 6, 2001, February 1, 2002, May 8, 2002, May 9,
2002 and June 24, 2002.
In addition, all documents filed by us under Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this prospectus and prior to the
sale of all of the shares covered by this prospectus are incorporated by
reference into, and deemed a part of, this prospectus from the date of filing of
those documents.
You may request a copy of these documents, which will be provided to you at
no cost, by contacting:
DT Industries, Inc.
Attention: General Counsel and Secretary
907 West Fifth Street
Dayton, Ohio 45407
Telephone: (937) 586-5600
Fax: (937) 586-5605
16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses, all of which are to
be paid by us, in connection with the registration, issuance, and distribution
of the securities being registered hereby. All amounts are estimates except the
SEC registration fee.
SEC Registration Fee........................................ $ 5,119
Legal Fees and Expenses..................................... 25,000
Accounting Fees and Expenses................................ 20,000
Printing Fees and Expenses.................................. 25,000
Miscellaneous............................................... 2,881
-------
Total............................................. $78,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
provides, in general, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the corporation), because the person is or was a director or officer of
the corporation. Such indemnity may be against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit, or proceeding, if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and if, with
respect to any criminal action or proceeding, the person did not have reasonable
cause to believe the person's conduct was unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor because the person is or was a director or officer of the corporation,
against any expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit, if the person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses that the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against the person and incurred by the person in any such
capacity, or arising out of the person's status as such, whether or not the
corporation would have the power to indemnify the person against such liability
under the provisions of the law.
Our Amended and Restated Certificate of Incorporation provides for
indemnification to the fullest extent permitted under Delaware law of any person
who is or was one of our directors or officers who is or was involved or
threatened to be made so involved in any proceeding, whether civil, criminal,
administrative, or investigative, because that person is or was serving as one
of our directors or officers, or was serving at our request as a director or
officer of any other enterprise. We have also entered into indemnification
agreements with our directors and executive officers that provide for the
indemnification described above and maintain directors' and officers' liability
insurance. In addition, the selling stockholders have agreed to indemnify our
II-1
officers and directors against certain liabilities arising in connection with
this offering, including liabilities under the Securities Act.
The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware Corporation Law and our Amended and Restated Certificate of
Incorporation.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Rights Agreement dated as of August 18, 1997 between DT
Industries, Inc. and Chase Mellon Shareholder Services,
L.L.C., as Rights Agent (incorporated herein by reference to
Exhibit 1 to the Company's Form 8-K dated August 18, 1997,
filed with the Commission on August 19, 1997)
4.2 Amendment No. 1 to the Rights Agreement by and between DT
Industries, Inc. and Chase Mellon Shareholder Services,
L.L.C., dated as of November 5, 1998 (incorporated herein by
reference to Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 27, 1998, filed
with the Commission on February 10, 1999)
4.3 Amendment No. 2 to the Rights Agreement by and between DT
Industries, Inc. and Chase Mellon Shareholder Services,
L.L.C., dated as of November 17, 2000 (incorporated by
reference to Exhibit 4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 25, 2001, filed with
the Commission on May 9, 2001)
4.4 Specimen stock certificate representing DT Industries, Inc.
common stock (incorporated by reference to the Company's
Registration Statement on Form S-1, File No. 33-75174, filed
with the Securities and Exchange Commission on February 11,
1994)
5 Opinion of Katten Muchin Zavis Rosenman
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Katten Muchin Zavis Rosenman (included in Exhibit
5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 Share Purchase Agreement, dated May 9, 2002, by and among DT
Industries, Inc. and the purchasers listed on Schedule A
thereto
99.2 Exchange Agreement, dated May 9, 2002, by and among DT
Industries, Inc., DT Capital Trust, Stephen J. Perkins, John
M. Casper and Gregory D. Wilson, as the regular trustees of
the Trust, The Bank of New York and each of the investors
listed on Schedule A thereto
99.3 Twelfth Amendment to Fourth Amended and Restated Credit
Facilities Agreement, dated as of May 9, 2002
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on Form
S-3, Form S-8, or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dayton, Ohio on June 28, 2002.
DT INDUSTRIES, INC.
By: /s/ JOHN M. CASPER
------------------------------------
John M. Casper
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John M. Casper and Dennis S. Dockins, his true
and lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this registration
statement, including post-effective amendments and a registration statement
registering additional securities pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons or their
attorneys-in-fact in the capacities indicated on June 28, 2002.
SIGNATURE TITLE
--------- -----
/s/ JAMES J. KERLEY Chairman of the Board of Directors
------------------------------------------------
James J. Kerley
/s/ STEPHEN J. PERKINS President, Chief Executive Officer and Director
------------------------------------------------ (Principal Executive Officer)
Stephen J. Perkins
/s/ JOHN M. CASPER Senior Vice President -- Finance and Chief
------------------------------------------------ Financial Officer (Principal Financial and
John M. Casper Accounting Officer)
/s/ WILLIAM H. T. BUSH Director
------------------------------------------------
William H.T. Bush
/s/ CHARLES A. DILL Director
------------------------------------------------
Charles A. Dill
/s/ LEE M. LIBERMAN Director
------------------------------------------------
Lee M. Liberman
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SIGNATURE TITLE
--------- -----
/s/ JOHN F. LOGAN Director
------------------------------------------------
John F. Logan
/s/ CHARLES F. POLLNOW Director
------------------------------------------------
Charles F. Pollnow
/s/ ROBERT C. LANNERT Director
------------------------------------------------
Robert C. Lanneret
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5 Opinion of Katten Muchin Zavis Rosenman
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Katten Muchin Zavis Rosenman (included in Exhibit
5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 Share Purchase Agreement, dated May 9, 2002, by and among DT
Industries, Inc. and the purchasers listed on Schedule A
thereto
99.2 Exchange Agreement, dated May 9, 2002, by and among DT
Industries, Inc., DT Capital Trust, Stephen J. Perkins, John
M. Casper and Gregory D. Wilson, as the regular trustees of
the Trust, The Bank of New York and each of the investors
listed on Schedule A thereto
99.3 Twelfth Amendment to Fourth Amended and Restated Credit
Facilities Agreement, dated as of May 9, 2002