UNITED STATES
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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 12, 2004
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DT INDUSTRIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-23400 44-0537828
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.
907 W. FIFTH STREET, DAYTON, OH 45407
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (937) 586-5600
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On May 12, 2004, DT Industries, Inc. (the "Company") and its domestic
subsidiaries filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of District of Ohio--Western Division. In re: DT Industries, Inc., et
al., Case No. 04-34091, May 12, 2004.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On May 13, 2004, the Company issued a press release announcing the
bankruptcy filing and that it has signed an asset purchase agreement to sell to
Assembly & Test Worldwide, Inc. substantially all of the assets of its Detroit
Tool and Engineering Company, Assembly Technology & Test, Inc. and Advanced
Assembly Automation, Inc. subsidiaries, and all of the issued and outstanding
capital stock of its DT Assembly & Test Europe GmbH subsidiary in Neuwied,
Germany, in a transaction to be consummated through an auction process under the
United States Bankruptcy Code. The consummation of the transaction is subject to
the satisfaction of certain closing conditions, including the entry of an order
approving the transaction by the bankruptcy court.
The purchase price for the assets and stock being sold by the Company
is $18.0 million, subject to adjustment in accordance with the terms of the
purchase agreement. The Company announced that, if the transaction contemplated
by the asset purchase agreement is consummated, it will use the net proceeds
from the transaction to repay its debtor-in-possessing financing and a portion
of the outstanding indebtedness under its senior credit facility. The Company
will attempt to sell the assets that will remain in the bankruptcy estate
following consummation of the transaction. The Company does not expect proceeds
from these asset sales to be available for distribution to any remaining
unsecured creditors or common stock holders.
The Company also announced its expectation that its common stock will
be delisted from the NASDAQ National Market within the next week. A copy of the
asset purchase agreement and the press release are attached hereto as Exhibits 2
and 99, respectively, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed herewith.
* Ex. 2 Asset Purchase Agreement, dated May 12, 2004, by and between
DT Industries, Inc., Assembly & Test Worldwide, Inc., Detroit
Tool and Engineering Company, Assembly Technology & Test,
Inc., and Advanced Assembly Automation, Inc.
Ex. 99 Press Release dated May 13, 2004.
* The schedules to the Asset Purchase Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally to the Securities and Exchange Commission, upon request, a
copy of any omitted schedule.
SIGNATURE
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.
Date: May 13, 2004
DT INDUSTRIES, INC.
By: /s/ Dennis S. Dockins
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Dennis S. Dockins
General Counsel and Secretary