DT INDUSTRIES INC
8-K, 1998-09-01
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



                       September 1, 1998 (August 31, 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
              (Registrant's telephone number, including area code)


<PAGE>

ITEM 5.  OTHER EVENTS

     On  August  31,  1998,  the  Board  of  Directors  of DT  Industries,  Inc.
authorized  the repurchase of up to an additional 1 million shares of its common
stock. The repurchases may be made on the open market, or in negotiated or other
permissible  transactions.  The  repurchased  shares will be used  primarily for
employee stock option programs.

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 August 31, 1998.


<PAGE>

                                   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: September 1, 1998              by:  /s/  Bruce P. Erdel
                                          --------------------------------------
                                          Bruce P. Erdel
                                          Senior Vice President - Finance 
                                             and Secretary


<PAGE>

                                  EXHIBIT INDEX

                                                                Page no. in
                                                                Sequential
Exhibit No.                 Description                         Numbering System
- -----------                 --------------                      ----------------
    99                      Press Release of the
                            Company dated
                            August 31, 1998.




                                                                      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                 Bill Schmidle
Vice President, Finance               General Information        Analyst Contact
417/890-0102                          312/640-6738               312/640-6753



                  DT INDUSTRIES, INC. ANNOUNCES 1-MILLION SHARE
                     EXPANSION OF STOCK REPURCHASE PROGRAM

Springfield,  Mo., August 31, 1998--DT Industries, Inc. (Nasdaq: DTII) announced
today  that  its  Board  of  Directors  authorized  the  repurchase  of up to an
additional 1 million shares of its common stock.  The repurchases may be made on
the open market,  or in  negotiated  or other  permissible  transactions.  As of
August 31, 1998, there were 10.4 million shares of common stock outstanding.

DT Industries  announced in early July that it had completed a one million share
repurchase which was authorized in May 1998.

"We remain  convinced  that the current price of DT  Industries'  stock does not
reflect the true value of the company, both currently and after consideration of
longer-term  prospects,"  said  Steven J. Gore,  president  and chief  executive
officer.  "Our continuing  investment in DT Industries'  common stock,  which we
consider in the best interests of our  shareholders,  reflects our confidence in
the company's  future and our  commitment to enhancing  shareholder  value.  The
purchases   will  be  financed  from  available  cash  flow  and  existing  debt
facilities.  We expect  cash flow and debt  capacity  will  remain  adequate  to
finance future acquisitions and other 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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