SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 44-0537828
(State or incorporation or organization) (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)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent
following box. |_| registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class to be on Which Each Class is
so Registered to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
Preferred Stock, $0.01 par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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On August 18, 1997 (the "Rights Dividend Declaration Date"), the Board
of Directors of DT Industries, Inc. (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common Stock, par value
$0.01 per share (the "Common Stock"), of the Company to stockholders of record
at the close of business on September 2, 1997. As of August 18, 1997, there were
11,301,875 shares of Common Stock issued and outstanding. Each Right entitles
the registered holder to purchase from the Company a unit (a "Unit") consisting
of one one-hundredth of a share of Series A Preferred Stock, par value $0.01 per
share (the "Preferred Stock"), at a Purchase Price of One Hundred Thirty Dollars
($130.00) per Unit, subject to adjustment. The description and terms of the
Rights are set forth in a rights agreement, dated as of August 18, 1997 (the
"Rights Agreement"), between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, which was filed with the Securities and Exchange
Commission as Exhibit (2) to the Company's Form 8-K dated August 18, 1997, filed
with the Commission on August 19, 1997, and is incorporated herein by reference.
Capitalized terms used but not defined herein shall have the respective meanings
ascribed to them in the Rights Agreement.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
on a Distribution Date which will occur upon the earlier of (i) ten (10) days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of fifteen percent (15%) or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten
(10) business days (or such later date as the Board shall determine) following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning fifteen percent (15%) or more of such
outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates and will be transferred with
and only with such Common Stock certificates, (ii) new Common Stock
certificates issued after September 2, 1997 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. The Company's Board of Directors has initially reserved 350,000
shares of Preferred Stock for issuance upon exercise of the Rights. Pursuant to
the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the
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Rights. Except as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights. The Rights are not exercisable until the Distribution Date and will
expire at the close of business on September 2, 2007, unless earlier redeemed by
the Company as described below.
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least one percent (1%) of the Purchase Price. No fractional Units
will be issued and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading date prior to the
date of exercise.
Upon payment of the Purchase Price, all Preferred Stock issued will be
fully paid and non-assessable. Preferred Stock purchasable upon the exercise of
rights will not be redeemable. Each share of Preferred Stock will be entitled to
a cumulative preferential quarterly dividend payment of the greater of (i)
$1.00 per share or (ii) an aggregate of one hundred (100) times the dividend
declared per share of Common Stock. In the event of a liquidation, the holders
of the Preferred Stock will be entitled to a liquidation payment of one hundred
dollars ($100) or one hundred (100) times the payment made per share of Common
Stock.
Each share of Preferred Stock will have one hundred (100) votes,
voting together with the Common Stock on all matters submitted to a vote of the
stockholders of the Company. If, however, at any time, dividends on the
Preferred Stock are in arrears in an amount equal to six quarterly dividends (a
"default period"), until such dividends are paid or set apart for payment in
full, the holders of all series of Preferred Stock of the Company shall have the
right to elect two (2) members of the Company's Board of Directors. In addition,
during such a default period, the Company may not declare or pay dividends or
other distributions on or redeem or purchase any shares of stock ranking junior
to the Preferred Stock and is limited in its ability to declare or pay dividends
or other distributions on or to redeem or purchase any shares of Preferred Stock
or stock ranking in parity with the Preferred Stock.
In the event of any merger, consolidation or other transaction in
which the Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive one hundred (100) times the amount received per share of
Common Stock. The Preferred
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Stock will rank junior to all other series of preferred stock of the Company
which may be created in the future, as to dividends and the distribution of
assets, unless the terms of any such series shall provide otherwise. Each of
these rights is protected by customary antidilution provisions.
In the event that, at any time following the Rights Dividend
Declaration Date, (i) the Company is the surviving corporation in a merger with
an Acquiring Person and its Common Stock is not changed or exchanged, (ii) a
Person becomes the beneficial owner of more than fifteen percent (15%) of the
then outstanding shares of Common Stock (unless such transaction is approved by
the Board or such Person is excepted by the Board, in either case before such
Person acquires beneficial ownership of more than fifteen percent (15%) of the
outstanding Common Stock), (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (iv) during
such time as there is an Acquiring Person, an event occurs which results in such
Acquiring Person's ownership interest being increased by more than one percent
(1%) (e.g., a reverse stock split), each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph (the
"Flip-In Events"), all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of any of the Flip-In Events until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, upon the occurrence of a Flip-in Event, at an exercise
price of One Hundred Thirty Dollars ($130.00) per Right, each Right not owned by
an Acquiring Person (or by certain related parties) would entitle its holder to
purchase Two Hundred Sixty Dollars ($260.00) worth of Common Stock (or other
consideration, as noted above) for One Hundred Thirty Dollars ($130.00).
Assuming that the Common Stock had a per share value of Sixty-Five Dollars
($65.00) at such time, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for One Hundred Thirty Dollars ($130.00).
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than
following a permitted transaction as described in the second preceding
paragraph), or (ii) fifty percent (50%) or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and the Flip-In Events are referred to as the "Triggering
Events."
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At any time after the occurrence of any of the Flip-In Events, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by an Acquiring Person which will become void as described above), in
whole or in part, for shares of Common Stock or shares of preferred stock of the
Company having essentially the same value or economic rights as shares of Common
Stock, at an exchange ratio of one share of Common Stock per Right, subject to
antidilution adjustments.
At any time until ten (10) days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $0.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. After the redemption period has expired,
the Company's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than fifteen percent (15%) of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company, and any Person who is subsequently elected to the
Board if such Person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate, associate
or representative of an Acquiring Person.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until such date redeem
all but not less than all of the then outstanding Rights. The Rights are
designed to provide additional protection against abusive takeover tactics such
as offers for all shares at less than full value, partial tender offers and
selective open-market purchases. The Rights are intended to assure that the
Company's Board of Directors has the ability to protect stockholders and the
Company if efforts are made to gain control of the Company in a manner that is
not in the best interests of the Company and its stockholders.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
Item 2. Exhibits.
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(1) Rights Agreement dated as of August 18, 1997 by and between DT
Industries, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(filed as Exhibit (2) to the Registrant's Form 8-K dated August 18, 1997, filed
with the Commission on August 19, 1997, and incorporated herein by reference).
The Rights Agreement includes as Exhibit A thereto the Certificate of
Designations, Preferences and Rights of Series A Preferred Stock of DT
Industries, Inc., as Exhibit B thereto the Form of Rights Certificate and as
Exhibit C thereto the Summary of Rights to Purchase Series A Preferred Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DT INDUSTRIES , INC.
Dated: August 18, 1997 By: /s/ Bruce P. Erdel
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Bruce P. Erdel
Vice President - Finance and Secretary
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INDEX TO EXHIBITS
Number Description
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1 Rights Agreement dated as of August 18, 1997 between DT
Industries, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (filed as Exhibit (2) to the
Registrant's Form 8-K dated August 18, 1997, filed with the
Commission on August 19, 1997 and incorporated herein by
reference). The Rights Agreement includes as Exhibit A
thereto the Certificate of Designations, Preferences and
Rights of Series A Preferred Stock of DT Industries, Inc.,
as Exhibit B thereto the Form of Rights Certificate and as
Exhibit C thereto the Summary of Rights to Purchase Series
A Preferred Stock.
