SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 21, 1996 (November 11, 1996)
Date of Report (Date of earliest event reported)
DT INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
0-23400 44-0537828
(Commission File Number) (I.R.S. Employer Identification No.)
1949 East Sunshine, Suite 2-300, Springfield, MO 65804
(Address of principal executive offices)
(Zip Code)
(417) 890-0102
(registrant's telephone number, including area code)
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Item 5. Other Events.
On November 11, 1996, the stockholders of DT Industries, Inc. (the "Company"),
approved an amendment to the Restated Certificate of Incorporation of the
Company which classified the Board of Directors of the Company into three
classes of directors with staggered three-year terms. A Certificate of Amendment
setting forth the text of the amendment was executed by the president and chief
executive officer of the Company and attested by its secretary on November 11,
1996 and filed with the Secretary of State of Delaware on November 12, 1996.
Item 7. Financial statements, pro forma financial information and exhibits
(a) Certificate of Amendment of Restated Certificate of Incorporation of
the Company dated November 11, 1996.
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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 hereunto duly authorized.
DT INDUSTRIES, INC.
Date: November 21, 1996 by /s/ Bruce P. Erdel
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Bruce P. Erdel
Vice President - Finance and Secretary
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EXHIBIT INDEX
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99 Certificate of Amendment of Restated
Certificate of Incorporation of the Company
dated November 11, 1996.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DT INDUSTRIES, INC.
DT Industries, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly
called and held, adopted the following resolutions:
RESOLVED that the Board of Directors hereby declares it advisable
and in the best interests of the Corporation that Article SEVENTH of
the Restated Certificate of Incorporation of the Corporation be
amended in its entirety to read as follows:
7.(a) The number of Directors that shall constitute the whole
Board of Directors shall be fixed by, or in the manner provided
in, the by-laws of the Corporation.
(b) Directors of the Corporation shall be elected to hold
office until the expiration of the term for which they are
elected, and until their successors have been duly elected and
qualified. The Directors of the Corporation shall be divided
into three classes as nearly equal in size as practicable,
hereby designated Class I, Class II and Class III. The term of
office of the initial Class I Directors shall expire at the
next succeeding annual meeting of stockholders, the term of the
initial Class II Directors shall expire at the second
succeeding annual meeting of stockholders and the term of
office of the initial Class III Directors shall expire at the
third succeeding annual meeting of stockholders. For the
purposes hereof, the initial Class I, Class II and Class III
Directors shall be those Directors elected at the 1996 Annual
Meeting of Stockholders and designated as members of such
class. At each annual meeting after the 1996 annual meeting,
Directors to replace those of a class whose terms expire at
such annual meeting shall be elected to hold office until the
third succeeding annual meeting and until their respective
successors shall have been duly elected and shall qualify. If
the number of Directors that shall constitute the whole Board
of Directors is hereafter changed, as provided in Article 7(a)
hereof, any newly created directorships or decrease in
directorships shall be so apportioned among the classes as to
make all classes as nearly equal in number as is practicable.
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RESOLVED, that the proposed Amendment to the Restated
Certificate of Incorporation be submitted to the stockholders
for their vote at the 1996 Annual Meeting of Stockholders.
SECOND: That the said amendment has been authorized by the stockholders at
a meeting duly called and held, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by its President and Chief Executive Officer, and attested by its
Secretary, this 11th day of November, 1996.
Attest:
/s/ Bruce P. Erdel /s/ Stephen J. Gore
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Bruce P. Erdel Stephen J. Gore
Secretary President and Chief
Executive Officer
