DT INDUSTRIES INC
8-K, 1998-05-22
SPECIAL INDUSTRY MACHINERY, NEC
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                       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

                          May 21, 1998 (May 13, 1998)
                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 Number)

                        1949 East Sunshine, Suite 2-300
                             Springfield, MO 65804
                    (Address of principal executive offices)
                                   (Zip code)

                                 (417) 890-0102
              (Registrants telephone number, including area code)


<PAGE>



ITEM 5. OTHER EVENTS

On May 21, 1998,  DT  Industries  (the  "Company")  announced  that its Board of
Directors duly authorized a program to repurchase from time to time an amount of
its common stock up to a total of 1,000,000 shares.  The repurchases may be made
on the open market or in negotiated or other permissible transactions.

Statements contained in the attached press release that are not historical facts
are forward-looking statements that are subject to the safe harbor provisions of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  References to "expectations"  and
"beliefs"  in  the  attached   press  release   indicate  such   forward-looking
statements. Actual results could differ materially from those anticipated in any
forward-looking  statements as a result of various factors,  including  economic
downturns in industries  served,  delays or  cancellations  of customer  orders,
delays in  shipping  dates of  products,  significant  cost  overruns on certain
projects,  foreign currency  exchange rate  fluctuations and delays in achieving
anticipated cost savings or in effectively correcting production  inefficiencies
and capacity  issues and expanding into  additional  markets and possible future
acquisitions that may not be complementary or additive.

ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Press release of the Company dated May 21, 1998.



                                   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: May 21, 1998                  by:   /s/  Bruce P. Erdel
                                          --------------------------------------
                                          Bruce P. Erdel
                                          Vice President - Finance and Secretary

<PAGE>


                                 EXHIBIT INDEX

                                                           Page no. in
                                                           Sequential
Exhibit No.                   Description                  Numbering System
- -----------                   -----------                  ----------------
   99                         Press Release of the
                              Company dated
                              May 21, 1998.



<PAGE>


EXHIBIT - 99

                                                      DT Industries, Inc.
                                                      1949 E. Sunshine
                                                      Suite 2-300
                                                      Springfield, MO 65804
                                                      NASDAQ: DTII

For further information:

At the Company:                        At the Financial Relations Board:
Bruce P. Erdel                         Karl Plath             Marnie Freitag
Vice President, Finance                General Information    Analyst Contact
(417) 890-0102                         (312) 640-6738         (312) 640-6768

FOR IMMEDIATE RELEASE

                              DT INDUSTRIES, INC.
                    ANNOUNCES SHARE REPURCHASE AUTHORIZATION

Springfield,  Missouri  - May 21,  1998 - DT  Industries,  Inc.  (NASDAQ:  DTII)
announced  today that its Board of Directors  authorized a program to repurchase
from  time to time an  amount  of its  common  stock up to a total of  1,000,000
shares. The repurchases may be made on the open market or in negotiated or other
permissible  transactions.  As of March 29, 1998 there were 11,360,362 shares of
common stock outstanding.

Stephen  J.  Gore,  President  and  Chief  Executive  Officer  of DT  Industries
commented,  "Our  investment in DT Industries  common stock reflects our overall
confidence in the Company's  future and our commitment to enhancing  shareholder
value. Because we believe our stock is undervalued,  an investment in our common
stock reflects the an advantageous  use of the Company's  available  funds.  The
purchase of shares will be made from  available cash flow and from existing debt
facilities.  After giving effect to the contemplated repurchase,  we expect that
our cash flow and debt capacity will be adequate to finance future  acquisitions
and investments."

DT  Industries,  Inc. is a leading  designer,  manufacturer  and  integrator  of
automated  production  systems used to assemble,  test or package industrial and
consumer products.  The company also produces precision metal components,  tools
and dies for a broad range of industrial applications.


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