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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
DT Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (11-01)
[DT INDUSTRIES LOGO]
---------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, NOVEMBER 7, 2002
---------------------------------
To the Stockholders of
DT Industries, Inc.:
The Annual Meeting of Stockholders of DT Industries, Inc., a Delaware
corporation, will be held at our corporate headquarters, 907 West Fifth Street,
Dayton, Ohio 45407, on Thursday, November 7, 2002, at 10:00 a.m., Eastern
Standard Time, for the following purposes:
(1) To elect three Class III directors to serve on our Board of Directors
for terms of three years or until their successors are duly elected and
qualified; and
(2) To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on September 20, 2002
are entitled to notice of, and to vote at, the meeting.
Order of the Board of Directors,
/S/ DENNIS S. DOCKINS
Dennis S. Dockins
General Counsel and Secretary
Dayton, Ohio
October 11, 2002
ALL STOCKHOLDERS ARE URGED TO ATTEND THE ANNUAL MEETING IN PERSON OR BY PROXY.
PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING.
DT INDUSTRIES, INC.
907 WEST FIFTH STREET
DAYTON, OHIO 45407
---------------------------------
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, NOVEMBER 7, 2002
---------------------------------
PROXY STATEMENT
---------------------------------
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of DT Industries,
Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 10:00 a.m., Eastern Standard Time, Thursday,
November 7, 2002, or at any adjournment or postponement thereof. The Annual
Meeting will be held at our corporate headquarters, 907 West Fifth Street,
Dayton, Ohio 45407. At the Annual Meeting, stockholders will be asked to vote on
the election of three Class III directors to our Board of Directors. We are not
aware of any other matters to come before the Annual Meeting. If any other
matters should properly come before the Annual Meeting, the persons named in the
enclosed proxy card will vote the proxy according to their judgment. As used in
this Proxy Statement, unless the context indicates otherwise, the terms "we",
"us", "our" and "DTI" refer to DT Industries, Inc. and its consolidated
subsidiaries.
We will bear the cost of soliciting proxies. In addition to solicitation by
mail, proxies may be solicited by our officers, directors and regular employees
personally or by telephone, e-mail or facsimile for no additional compensation.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries to forward this proxy statement to, and obtain proxies from,
beneficial owners of our common stock, $.01 par value ("Common Stock"), held of
record by such persons, and we will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in so doing.
This proxy statement and enclosed form of proxy are first being sent to
stockholders on or about October 11, 2002.
RECORD DATE, OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on September 20, 2002 are
entitled to notice of, and to vote at, the Annual Meeting. As of the close of
business on that date, there were outstanding and entitled to vote 23,647,932
shares of Common Stock, each of which is entitled to one vote. No cumulative
voting rights exist under our Restated Certificate of Incorporation. For
information regarding the ownership of our Common Stock by holders of more than
five percent of the outstanding shares and by our management, see "Security
Ownership of Certain Beneficial Owners and Management."
QUORUM; REQUIRED VOTE; ABSTENTIONS AND BROKER NON-VOTES
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock as of the record date constitutes
a quorum necessary for the transaction of business at the Annual Meeting. For
purposes of determining the presence of a quorum, shares represented by
directions to withhold authority to vote for any nominee, abstentions and
"broker non-votes" will be counted as present at the Annual Meeting. Broker
non-votes are executed proxies returned by brokers holding shares in a brokerage
account (sometimes referred to as being held in "street name") that indicate
that the brokers have not received instructions from the beneficial owners of
the shares represented by the proxies and do not have the discretionary
authority to vote the shares with respect to a particular matter. The three
nominees for election as Class III directors who receive the greatest number of
votes cast for election of the directors at the Annual Meeting will be elected
Class III directors. As a result, withholding your authority to vote for a
nominee, abstentions and broker non-votes will not affect the outcome of the
election.
VOTING OF PROXIES
Stockholders may use the enclosed proxy card if they (1) are unable or do
not wish to attend the Annual Meeting in person, or (2) wish to have their
shares voted by proxy even if they do attend the Annual Meeting. You are
encouraged to vote your shares by proxy, even if you plan to attend the Annual
Meeting, so that your vote will be counted if you are unable or later decide not
to attend the Annual Meeting. John M. Casper and Gregory D. Wilson, the persons
named as proxies on the enclosed proxy card, were selected by the Board of
Directors to serve in that capacity. John M. Casper is our Senior Vice
President -- Finance and Chief Financial Officer, and Gregory D. Wilson is our
Controller. The shares represented by executed and returned proxies received
before the Annual Meeting, and not revoked before they are exercised, will be
voted in accordance with the directions indicated thereon. If a stockholder does
not indicate how its properly executed unrevoked proxy is to be voted, its
shares will be voted for the election of the three Class III nominees set forth
herein. Each stockholder can revoke a proxy and change its vote at any time
before the Annual Meeting by (1) delivering to our Secretary a written notice
revoking the proxy or a later-dated, executed proxy card relating to the same
shares, or (2) attending the Annual Meeting and voting in person (however, if a
stockholder attends the Annual Meeting and does not vote, its proxy will still
be voted).
If your shares of Common Stock are held in an account at a brokerage firm
or bank, your broker or bank is considered the stockholder of record of those
shares and is forwarding these proxy materials to you because you are considered
the beneficial owner. You have the right to direct your bank or broker how to
vote your shares. If you do not provide these directions and a broker or bank
holding your shares returns an executed proxy card indicating that it does not
have discretionary authority to vote on the election of directors, this will
constitute a broker non-vote and have the effect described above. Your broker or
bank has enclosed or provided instructions for how to direct it to vote your
shares or how to change such vote.
PROPOSAL ONE: ELECTION OF DIRECTORS
Pursuant to our Restated Certificate of Incorporation, our Board of
Directors is divided into three classes (Class I, Class II and Class III), with
all classes as nearly equal in number as possible. One class of directors is
ordinarily elected at each Annual Meeting of Stockholders for a three-year term.
The terms of the Class III directors expire at the Annual Meeting. William H.T.
Bush, Charles A. Dill and Robert C. Lannert, each of whom is currently serving
as a Class III director, have been nominated by our Board for election as Class
III directors at the Annual Meeting for terms of three years each or until their
successors are duly elected and qualified, unless they die, resign or are
removed from office prior to that time.
Our Board currently consists of eight members. There are no family
relationships among any of our directors or executive officers. Our five
directors who do not have terms expiring at the Annual Meeting will continue to
serve after the Annual Meeting until such time as their respective terms of
office expire and their successors are duly elected and qualified, unless they
die, resign or are moved from office prior to that time.
All nominees have consented to serve if elected. In the event that any of
the nominees should be unable or decline to serve, the persons named in the
proxy will vote for such substitute nominee or vote to allow the vacancy to
remain opened until filled by the Board of Directors, in either case as the
Board recommends. The Board of Directors has no reason to believe that any
nominee named herein will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" EACH OF THE NOMINEES NAMED
BELOW FOR ELECTION AS A CLASS III DIRECTOR.
2
The following contains information concerning the nominees for election as
Class III directors and our other directors.
NOMINEES FOR DIRECTORS
CLASS III (TERM OF OFFICE EXPIRES IN 2002) AGE
------------------------------------------ ---
William H. T. Bush........................................ 64
Charles A. Dill........................................... 62
Robert C. Lannert......................................... 60
CONTINUING DIRECTORS
CLASS II (TERM OF OFFICE EXPIRES IN 2004) AGE
----------------------------------------- ---
Lee M. Liberman........................................... 81
Stephen J. Perkins........................................ 55
CLASS I (TERM OF OFFICE EXPIRES IN 2003) AGE
---------------------------------------- ---
James J. Kerley........................................... 79
Charles F. Pollnow........................................ 70
John F. Logan............................................. 67
Mr. Bush has been a director of DTI since November 1995. Mr. Bush has been
Chairman of the Board of Bush, O'Donnell & Co., Inc., an investment advisory and
merchant banking firm located in St. Louis, Missouri since 1986. Mr. Bush is
also a director of Mississippi Valley Bancshares, Inc., the Lord Abbett family
of mutual funds of Jersey City, New Jersey, WellPoint Health Networks, Inc., a
healthcare provider located in Thousand Oaks, California, and Engineered Support
Systems, Inc., a manufacturer of military support equipment and electronics
located in St. Louis, Missouri.
Mr. Dill has been a director of DTI since November 1997. Mr. Dill has been
the general partner of Gateway Associates, L.P., a venture capital firm located
in St. Louis, Missouri, since November 1995. From 1991 until September 1995, Mr.
Dill was President, Chief Executive Officer and a Director of Bridge Information
Systems, Inc., an on-line provider of financial and trading data to
institutional equity markets. From 1988 until 1990, Mr. Dill was President and
Chief Operating Officer of AVX Corporation, a global supplier of capacitors to
the electronics industry. From 1963 until 1988, Mr. Dill was employed in various
capacities (most recently as Senior Vice President) by Emerson Electric Company.
Mr. Dill is also a director of Zoltek Companies, Inc., Stifel Financial
Corporation and Transact Technologies, Inc.
Mr. Lannert has been a director of DTI since January 2002. Mr. Lannert has
been Executive Vice President, Chief Financial Officer and a director of
Navistar International Corporation, a manufacturer of heavy-duty trucks and
diesel engines, since 1990. Mr. Lannert served in a number of financial
positions with Navistar and its corporate predecessors from 1964 until his
appointment as Chief Financial Officer in 1990.
Mr. Liberman has been a director of DTI since May 1994. Mr. Liberman has
served as Chairman Emeritus of, and a consultant to, Laclede Gas Company, a
natural gas utility, since January 1994. From 1976 to January 1994, he served as
Chairman of the Board and a director of Laclede Gas Company and, from 1974 to
August 1991, as its Chief Executive Officer. Mr. Liberman has served as a
director of CPI Corporation since 1975, Falcon Products since 1982 and Furniture
Brands International since 1985.
Mr. Perkins has been our President and Chief Executive Officer and a
director of DTI since November 2000. Prior to that time, Mr. Perkins served as
President, Chief Operating Officer and Chief Executive Officer-designate from
1999 to early 2000 of Commercial Intertech Corp., a manufacturer of hydraulic
components and systems and engineered building systems and products. From 1996
to 1999, Mr. Perkins was President and Chief Executive Officer of Aftermarket
Technology Corp., a remanufacturer and a distributor and provider of logistic
services to the automotive aftermarket. From 1979 to 1996, Mr. Perkins served in
various capacities, including President and Chief Executive Officer from 1983 to
1996, with Senior Flexonics,
3
Inc. Mr. Perkins began his career in 1968 as an industrial engineer with United
States Steel and served in various manufacturing management positions with
Copperweld Corporation from 1971 to 1979.
Mr. Kerley was elected a director of DTI in July 1992, became our Chairman
of the Board in May 1997 and served as our interim Chief Executive Officer from
September 2000 until November 2000. Mr. Kerley served as the non-executive
Chairman of the Board of Directors of Rohr, Inc. from January 1993 to December
1994 and served as its interim President and Chief Executive Officer from
January 1993 to April 1993. Mr. Kerley retired from Emerson Electric Co. at the
end of 1985 and has served on a number of boards of directors since that time.
While active in industry, he was, at various times, the Vice Chairman, Chief
Financial Officer and a director of Emerson Electric Co., and Chief Financial
Officer and a director of the Monsanto Company and TransWorld Airlines, Inc.
Mr. Pollnow has been a director of DTI since November 1995. Mr. Pollnow has
been the Chairman of the Board, President and Chief Executive Officer of Brulin
Corporation, a manufacturer of healthcare, commercial and industrial products
with headquarters in Indianapolis, Indiana, since November 1987.
Mr. Logan was elected a director of DTI in May 1997. He was our
President -- Automation Group from May 1997 until his retirement in December
1999. From January 1996 through April 1997, he was our President -- Assembly
Systems Group. Mr. Logan co-founded Advanced Assembly Automation, Inc., ("AAA")
in 1984 and served as its President from 1984 to 1996. We acquired AAA in 1994.
BOARD AND COMMITTEE MEETINGS; COMMITTEES OF THE BOARD
The Board of Directors met nine times during the fiscal year ended June 30,
2002. During the fiscal year ended June 30, 2002, no director attended fewer
than 75% of the aggregate of (1) the total number of meetings of the Board of
Directors (held during the period for which he has been a director) and (2) the
total number of meetings held by all committees of the Board on which he served
(during the periods that he served). The Board of Directors presently maintains
an Executive Committee, an Executive Compensation and Development Committee, an
Audit and Finance Committee, a Special Committee, a Nominating Committee and a
Strategy Committee.
The Executive Committee consists of Messrs. Kerley, Bush, Perkins and
Liberman and exercises all powers of the Board of Directors, to the extent
permitted by law, between meetings of the Board. The Executive Committee did not
meet during the fiscal year ended June 30, 2002.
The Executive Compensation and Development Committee consists of Messrs.
Bush, Dill, Lannert, Liberman, Logan and Pollnow and reviews, approves and
administers our executive and key employee compensation policies, makes
recommendations concerning our employee benefit policies and administers our
Retirement Income Savings Plan, Cafeteria Benefit Plan and incentive
compensation bonus, stock option and long term incentive plans in effect from
time to time, unless otherwise specified in such plan. The Executive
Compensation and Development Committee met three times during the fiscal year
ended June 30, 2002.
The Audit and Finance Committee consists of Messrs. Liberman, Bush, Dill,
Lannert and Pollnow and is responsible for the appointment, compensation and
oversight of the work of our independent auditors, pre-approving the services
performed by our independent auditors, reviewing financial information prior to
public disclosure, and reviewing and evaluating our accounting principles and
systems of internal accounting controls. The Audit and Finance Committee met six
times during the fiscal year ended June 30, 2002.
The Special Committee consists of Messrs. Liberman, Kerley, Bush, Dill,
Pollnow, Logan and Lannert and evaluates our takeover defenses, formulates
policies and procedures to be followed in the event of a takeover attempt,
reviews takeover attempts, tender offers or any similar activities, evaluates
alternatives for financial restructuring, and makes recommendations to the Board
on the foregoing. The Special Committee did not meet during the fiscal year
ended June 30, 2002.
The Nominating Committee consists of Messrs. Pollnow, Bush, Liberman and
Logan and recommends nominees for election to the Board of Directors. The
Nominating Committee met once during the fiscal year ended June 30, 2002.
4
The Strategy Committee consists of Messrs. Perkins, Dill, Logan and Pollnow
and reviews our business strategies and advises management with respect to our
strategic direction. The Strategy Committee did not meet during the fiscal year
ended June 30, 2002.
Mr. Kerley, as Chairman of the Board, serves as a non-voting, ex officio
member of the Executive Compensation and Development Committee, the Audit and
Finance Committee, the Nominating Committee and the Strategy Committee.
5
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP
The following table sets forth certain information concerning the
beneficial ownership of Common Stock as of September 1, 2002 by each stockholder
who is known by us to own beneficially in excess of 5% of the outstanding Common
Stock. Except as otherwise indicated, to the best of our knowledge all persons
listed below have sole voting and investment power with respect to their shares
of Common Stock.
SHARES OF PERCENT OF
NAME AND ADDRESS COMMON STOCK OUTSTANDING SHARES
---------------- ------------ ------------------
State of Wisconsin Investment Board......................... 4,459,100(1) 18.9%
PO Box 7842
Madison, WI 53707
The Northwestern Mutual Life Insurance Company.............. 3,754,568(2) 15.2%
720 East Wisconsin Avenue
Madison, WI 53202
Ironwood Capital Management, L.L.C. ........................ 2,713,490(3) 11.5%
21 Custom House Street
Boston, MA 02110
Citigroup, Inc. ............................................ 2,503,038(4) 10.3%
425 Park Avenue
New York, NY 10043
Mass Mutual Life Insurance Co. ............................. 2,503,009(5) 10.3%
One Memorial Drive, Suite 1100
Cambridge, MA 02142
Putnam Investments, L.L.C. ................................. 2,465,280(6) 10.4%
One Post Office Square
Boston, MA 02109
Fidelity Management & Research Company...................... 1,786,500(7) 7.6%
82 Devonshire Street
Boston, MA 02109
Royce & Associates, Inc. ................................... 1,239,000(8) 5.2%
1414 Avenue of the Americas
New York, NY 10019
-------------------------
(1) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated February 15, 2002 that was filed with the
Commission by State of Wisconsin Investment Board ("SWIB"), reflecting
beneficial ownership of 1,959,100 shares of Common Stock. This amount also
includes 2,500,000 shares of Common Stock purchased by SWIB in a private
placement consummated on June 20, 2002.
(2) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated July 8, 2002 that was filed with the Commission
by the Northwestern Mutual Life Insurance Company ("Northwestern"). The
3,754,568 shares of Common Stock beneficially owned by Northwestern includes
1,071,500 shares of common stock issuable upon conversion of outstanding
trust preferred securities.
(3) The number of shares of Common Stock shown as beneficially owned was derived
from information provided by Ironwood Capital Management, LLC ("ICM") and a
Schedule 13G dated May 10, 2002 that was filed with the Commission jointly
by ICM, Warren J. Isabelle ("Isabelle"), Richard L. Droster ("Droster"),
Donald Collins ("Collins") and ICM/Isabelle Small-Cap Value Fund (the
"Fund"). According to the Schedule 13G, ICM, Isabelle, Droster and Collins
each has shared voting power with
6
respect to 1,096,590 shares of Common Stock and shared dispositive power
with respect to 1,583,490 shares of Common Stock, and the Fund has shared
voting and dispositive power with respect to 653,800 shares of Common Stock.
This amount also includes 1,130,000 shares of Common Stock purchased by ICM
and its affiliates, including the Fund, in a private placement consummated
on June 20, 2002. These shares are beneficially owned by ICM.
(4) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated August 31, 2002 that was filed with the
Commission jointly by The Travelers Indemnity Company ("Indemnity"), The
Travelers Insurance Group Holdings Inc. ("TIGHI"), Travelers Property
Casualty Corp. ("TAP"), Citigroup Insurance Holding Corporation ("CIH"),
Associated Madison Companies, Inc. ("AMAD") and Citigroup Inc.
("Citigroup"). According to the Schedule 13G/A, Indemnity, TIGHI and TAP
have shared voting and dispositive power with respect to 1,451,762 shares of
Common Stock, and CIH, AMAD and Citigroup have shared voting and dispositive
power with respect to 2,503,038 shares of Common Stock. This amount includes
714,286 shares of Common Stock issuable upon conversion of outstanding trust
preferred securities.
(5) The number of shares of Common Stock shown as beneficially owned is based
upon the number of shares of Common Stock issued to the holder upon the
exchange of trust preferred securities on June 20, 2002 and includes 714,286
shares of Common Stock issuable upon conversion of outstanding trust
preferred securities.
(6) The number of shares of Common Stock shown as beneficially owned was derived
from information provided by Putnam Investments, LLC ("Putnam Investments")
and a Schedule 13G/A dated February 5, 2002 that was filed with the
Commission jointly by Putnam Investments, Marsh & McLennan Companies, Inc.
("Marsh"), Putnam Investment Management, LLC ("PIM") and Putnam Advisory
Company, LLC ("PAC"). According to the Schedule 13G/A: (a) Putnam
Investments has shared voting power with respect to 461,135 shares of Common
Stock and shared dispositive power with respect to 1,465,280 shares of
Common Stock, (b) PIM has shared dispositive power with respect to 416,735
shares of Common Stock, and (c) PAC has shared voting power with respect to
461,135 shares of Common Stock and shared dispositive power with respect to
1,048,545 shares of Common Stock. This amount also includes 1,000,000 shares
of Common Stock purchased by Putnam Investments and its affiliates in a
private placement consummated on June 20, 2002. These shares are
beneficially owned by Putnam Investments.
(7) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/ A dated February 14, 2002 that was filed with the
Commission jointly by Fidelity Management & Research Company ("FMRC"),
Fidelity Low Priced Stock Fund (the "Fund"), FMR Corp. ("FMR"), Edward C.
Johnson 3d and Abigail P. Johnson. According to the Schedule 13G/A, FMRC, a
wholly-owned subsidiary of FMR, is the beneficial owner of 536,500 shares of
Common Stock in its capacity as investment adviser to the Fund, which owns
the shares. Edward C. Johnson 3d and FMR, through their control of FMRC and
the Fund, each has dispositive power with respect to these shares. According
to the Schedule 13G/A, Edward C. Johnson 3d, Abigail P. Johnson and members
of the Johnson family, through their ownership of voting common stock of
FMR, may be deemed to be a controlling group with respect to FMR, and
therefore have dispositive power with respect to these shares. According to
the Schedule 13G/A, the Board of Trustees for the funds managed by FMRC has
sole voting power with respect to these shares. This amount also includes
1,250,000 shares of Common Stock purchased by the Fund in a private
placement consummated on June 20, 2002. These shares are beneficially owned
by FMRC.
(8) The number of shares of Common Stock shown as beneficially owned was derived
from a Schedule 13G/A dated February 7, 2002 that was filed with the
Commission by Royce & Associates, Inc. ("Royce"). This amount also includes
550,000 shares of Common Stock purchased by Royce and its affiliates in a
private placement consummated on June 20, 2002. These shares are
beneficially owned by Royce.
7
BENEFICIAL OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth certain information concerning the
beneficial ownership of Common Stock as of September 1, 2002 by each director,
by each executive officer, and by all directors and executive officers as a
group.
SHARES OF PERCENT OF COMMON STOCK
NAME OF BENEFICIAL OWNER COMMON STOCK OUTSTANDING SHARES EQUIVALENT UNITS(9)
------------------------ ------------ ------------------ -------------------
William H.T. Bush............................. 23,750(1) * 7,976
John M. Casper................................ 84,000(2) * --
Charles A. Dill............................... 18,250(3) * 26,712
James J. Kerley............................... 23,250(4) * 102,161
Robert C. Lannert............................. -- * 12,848
Lee M. Liberman............................... 33,250(1) * 28,074
John F. Logan................................. 77,000(5) * 13,387
Stephen J. Perkins............................ 225,000(6) * --
Charles F. Pollnow............................ 18,250(1) * 27,338
John F. Schott................................ 72,200(7) * --
All directors and executive officers as a
group (10 persons).......................... 574,950(8) 2.4% 218,496
-------------------------
* Less than 1.0%.
(1) Includes 10,750 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2002.
(2) Includes 4,000 shares issuable pursuant to options exercisable within 60
days of September 1, 2002.
(3) Includes 8,250 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2002.
(4) Includes 18,250 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2002.
(5) Includes 67,000 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2002.
(6) Includes 200,000 shares of restricted common stock of which 100,000 shares
will vest November 6, 2002 and 100,000 shares will vest November 6, 2003.
(7) Includes 39,200 shares issuable pursuant to options currently exercisable or
exercisable within 60 days of September 1, 2002.
(8) See footnotes (1) through (7).
(9) These Common Stock equivalent units are credited under our Directors
Deferred Compensation Plan. The value of the Common Stock equivalent units
mirrors the value of our Common Stock. The amounts ultimately realized by
our directors will reflect changes in the market value of our Common Stock
from the date of grant until the date of payout. The common stock equivalent
units do not have voting rights, but are credited with dividend equivalents.
COMPENSATION OF DIRECTORS
Directors who are employees of DTI receive no additional compensation for
serving as directors. Each director who is not an employee receives an annual
retainer fee of $20,000 for his services as a director, together with additional
fees of $1,000 for attendance at each meeting of the full Board of Directors and
$750 ($1,000 for committee chairmen) for attendance at each meeting of
committees of the Board of Directors (with a per day cap of either $1,250 of
committee meeting fees or $1,500 of committee meeting fees for chairmen of
committees that meet on any given day). The Chairman of the Board receives an
additional annual fee of $150,000 for his services. Directors are also entitled
to reimbursement for their expenses incurred in attending meetings. On November
8, 2001 and September 5, 2002, the Board authorized special payments
8
to Mr. Kerley, our Chairman of the Board, of $150,000 each, in recognition of
his efforts on behalf of the Company during fiscal 2001 and 2002, respectively.
Pursuant to our Directors Deferred Compensation Plan, each director who is
not an employee of DTI must defer $10,000 of his annual retainer fee in Common
Stock equivalent units until termination of his directorship. In addition, each
such director may defer receipt of all or part of his remaining compensation
until termination of his directorship. The value of the required deferred fees
reflect a hypothetical investment in our Common Stock. The value of the optional
deferred fees reflect a hypothetical investment in our Common Stock or in any
combination of the investment funds made available to our employees under our
401(k) plan, in either case up until the time of termination of directorship.
All Common Stock equivalent units held in each non-employee director's deferred
fee account receive dividend equivalents.
Directors Stock Option Plan. We maintain a 1994 Directors Non-Qualified
Stock Option Plan (the "Directors Stock Option Plan"), that provides for the
granting of options to our directors who are not employees, for up to 100,000
shares of Common Stock.
Options granted or to be granted under the Directors Stock Option Plan may
not be exercised for a period of two years from the date of grant and thereafter
become exercisable on a cumulative basis in 25% increments beginning on the
second anniversary of the date of grant and concluding on the fifth anniversary
of the date of grant. All options granted under the Directors Stock Option Plan
expire ten years from the date of grant.
Options granted or to be granted under the Directors Stock Option Plan are
nontransferable, and the exercise price must be equal to the fair market value
of the Common Stock on the date of grant as set forth in the Directors Stock
Option Plan or as determined by the Directors Stock Option Committee. Upon
exercise, the exercise price must be paid in full in cash or such other
consideration as the Directors Stock Option Committee may permit.
The Directors Stock Option Plan by its express terms provides for the grant
of options to each person upon becoming an eligible director with respect to
10,000 shares of Common Stock and the grant of an additional option to each
person upon becoming Chairman of the Board (provided he is an eligible director)
with respect to 5,000 shares of Common Stock, in each case at the fair market
value on the date of grant. In addition, the Board has adopted a program
pursuant to which each eligible director receives an annual grant of options
with respect to 1,000 shares of Common Stock at the fair market value on the
date of grant. No options were granted under the Directors Stock Option Plan
during fiscal 2002 because of the 100,000 shares of Common Stock authorized to
be issued pursuant to the Directors Stock Option Plan, options to purchase
98,500 shares were already outstanding. Because there were not enough options to
purchase shares remaining under the Directors Stock Option Plan, 10,000 Common
Stock equivalent units were granted to Mr. Lannert as of January 30, 2002 and
1,000 Common Stock equivalent units were granted to each of Messrs. Kerley,
Bush, Dill, Liberman, Logan and Pollnow as of November 8, 2001.
9
EXECUTIVE OFFICERS
The following provides certain information regarding our executive officers
who are appointed by and serve at the pleasure of the Board of Directors:
NAME AGE POSITION(S)
---- --- -----------
Stephen J. Perkins............ 55 President and Chief Executive Officer(1)
John M. Casper................ 57 Senior Vice President--Finance and Chief Financial Officer
John F. Schott................ 57 Chief Operating Officer
-------------------------
(1) See information under "Election of Directors."
Mr. Casper has served as our Senior Vice President--Finance and Chief
Financial Officer since January 22, 2001. Mr. Casper served from July 1997 until
January 2001 as an independent financial consultant to small family-owned
companies. From February 1994 to July 1997, Mr. Casper was Vice President and
Chief Financial Officer of Petrolite Corporation, a specialty chemical
manufacturer supplying the oil field market. From 1987 to February 1994, Mr.
Casper was Executive Vice President-International and Chief Financial Officer of
Mitek, Inc.
Mr. Schott has served as our Chief Operating Officer since January 10,
2001. Mr. Schott has served in various capacities with DTI since 1990, including
President of the Precision Assembly sector of our Automation Group, President of
Detroit Tool and Engineering Company, President of the Peer Welding Systems
division, and engineering manager of Advanced Assembly Automation, Inc.
10
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid to our chief executive
officer and our other two executive officers for services rendered in all
capacities to us during the fiscal years ended June 25, 2000 and June 24, 2001,
and June 30, 2002.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ----------------------------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK AWARDS UNDERLYING COMPENSATION
POSITION YEAR ($)(1) ($)(2)(3) ($) ($) OPTIONS ($)
------------------ ---- ------ --------- ------------ ------------ ---------- ------------
Stephen J. Perkins..... 2002 $480,000 $250,000 $108,655(4) -- -- $14,437(5)
President and Chief 2001(6) $309,230 $192,000 -- $711,520(7) 80,000(8) $ 7,405(5)
Executive Officer 2000 -- -- -- -- -- --
John M. Casper......... 2002 $251,258 $110,000 $ 54,213(9) $125,000(10) -- $10,056(5)
Senior Vice
President-- 2001(11) $108,016 $ 50,000 -- $ 36,880(10) 20,000 $ 2,770(5)
Finance and Chief 2000 -- -- -- -- -- --
Financial Officer
John F. Schott......... 2002 $237,508 $ 90,000 $ 56,163(12) $ 62,500(13) -- $ 8,439(5)
Chief Operating 2001 $211,466 $ 51,406 -- $ 70,000(13) -- $12,255(5)
Officer(14) 2000 $182,502 $ 94,500 -- -- 18,000 $ 8,803(5)
-------------------------
(1) Includes amounts deferred under the 401(k) feature of our Retirement Income
Savings Plan and under our Non-Qualified Deferred Compensation Plan.
(2) Reflects bonus payments earned during the fiscal year, all or a portion of
which may have been paid in a subsequent fiscal year.
(3) The bonuses paid to Messrs. Perkins, Casper and Schott in fiscal 2002 were
in recognition of the special efforts each of them made in connection with
our financial recapitalization transaction and corporate restructuring. The
bonuses paid to Messrs. Perkins and Casper in fiscal 2001 were pursuant to
their respective employment agreements.
(4) Includes $80,451 paid to Mr. Perkins to reimburse him for expenses incurred
in connection with his relocation to Dayton, Ohio and for taxes related to
such reimbursement.
(5) Represents matching contributions under our Retirement Income Savings Plan
and Non-Qualified Deferred Compensation Plan and the payment of premiums
for term life insurance for the benefit of the executive officers. The
matching contributions were $7,125 and $14,140 for Mr. Perkins in 2001 and
2002, respectively; $2,560 and $9,759 for Mr. Casper in 2001 and 2002,
respectively; and $8,383, $11,835 and $8,178 for Mr. Schott in 2000, 2001
and 2002, respectively. The term life insurance premiums were $280 and $297
for Mr. Perkins in 2001 and 2002, respectively; $210 and $297 for Mr.
Casper in 2001 and 2002, respectively; and $420, $420 and $261 for Mr.
Schott in 2000, 2001 and 2002, respectively.
(6) Reflects compensation earned from November 6, 2000, the commencement of Mr.
Perkins' employment with DTI.
(7) The amount shown represents the fair market value of the restricted stock
award as of the date of grant. As of June 30, 2002, Mr. Perkins held
200,000 shares of restricted stock with an aggregate market value of
$700,000. Of these 200,000 shares of restricted stock, 100,000 shares will
vest November 6, 2002 and 100,000 shares will vest November 6, 2003.
Dividends will be paid on such shares of restricted stock if and when the
Board pays dividends on our Common Stock.
(8) These options were terminated in connection with the issuance of the
restricted shares referenced in footnote (7) above.
(9) Includes $38,711 paid to Mr. Casper to reimburse him for expenses incurred
in connection with his relocation to Dayton, Ohio and for taxes related to
such reimbursement.
11
(10) The amount shown represents the fair market value of the restricted stock
award as of the date of grant. As of June 30, 2002, Mr. Casper held 30,000
shares of restricted stock with an aggregate market value of $105,000.
During the fiscal year ended June 30, 2002, Mr. Casper was awarded 20,000
shares of restricted stock, 5,000 shares of which vested on September 12,
2002 and 5,000 of which will vest on each of September 12, 2003, September
12, 2004 and September 12, 2005. During the fiscal year ended June 24,
2001, Mr. Casper was awarded 10,000 shares of restricted stock, 2,500
shares of which vested on January 22, 2002 and 2,500 shares of which will
vest on each of January 22, 2003, January 23, 2004 and January 22, 2005.
Dividends will be paid on such shares of restricted stock if and when the
Board pays dividends on our common stock.
(11) Reflects compensation earned from January 22, 2001, the commencement of Mr.
Casper's employment with DTI.
(12) Includes $39,868 paid to Mr. Schott to reimburse him for expenses incurred
in connection his relocation to Dayton, Ohio and for taxes related to such
reimbursement.
(13) The amount shown represents the fair market value of the restricted stock
award as of the date of grant. As of June 30, 2002, Mr. Schott held 30,000
shares of restricted stock with an aggregate market value of $105,000.
During the fiscal year ended June 30, 2002, Mr. Schott was awarded 10,000
shares of restricted stock, 2,500 shares of which vested on each of
September 12, 2002 and 5,000 of which will vest on each of September 12,
2003, September 12, 2004 and September 12, 2005. During the fiscal year
ended June 24, 2001, Mr. Schott was awarded 20,000 shares of restricted
stock, 5,000 shares of which vested on April 24, 2002 and 5,000 shares of
which will vest on each of April 24, 2003, April 24, 2004 and April 24,
2005. Dividends will be paid on such shares of restricted stock if and when
the Board pays dividends on our Common Stock.
(14) Mr. Schott was appointed Chief Operating Officer on January 10, 2001. Prior
to this, Mr. Schott served in various non-executive officer capacities for
us.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS.
STEPHEN J. PERKINS
Effective November 2000, we entered into a three-year employment agreement
with Mr. Perkins, our President and Chief Executive Officer, the term of which
is subject to automatic one-year extensions unless either party gives the
required notice. The employment agreement provides that Mr. Perkins will receive
an initial annual base salary of $480,000, subject to increase each year at the
Board's discretion, a guaranteed cash bonus for fiscal 2001 equal to 60% of the
base salary actually paid to Mr. Perkins in fiscal 2001 and annual incentive
compensation for other fiscal years based on DTI and Mr. Perkins meeting
performance criteria. Pursuant to the employment agreement, we entered into an
agreement with Mr. Perkins for the issuance of 200,000 restricted shares of
Common Stock to him. Under the agreement, Mr. Perkins is also entitled to
participate in our executive compensation and employee benefit plans and
programs, including long-term incentive plans, deferred compensation plans,
health and medical insurance programs, 401(k) and other savings plans. We are
also obligated to pay country club membership dues, a $1,250 monthly automobile
allowance and personal income tax return preparation expenses for Mr. Perkins.
The agreement also contains non-competition and confidentiality provisions
applicable to Mr. Perkins.
In November 2000, we also entered into a termination and change of control
agreement with Mr. Perkins. This agreement provides that if Mr. Perkins'
employment is terminated due to death, normal retirement or disability, he will
be entitled to the unpaid portion of his salary and business expenses, vested,
nonforfeitable amounts under benefit plans, and an amount equal to the average
annual incentive compensation paid to him in the three fiscal years immediately
preceding the year of termination, as prorated through his date of termination.
In addition, his stock options will become exercisable and his restricted stock
and performance shares will become vested to the extent and for the periods
indicated in the relevant plans and programs. If his termination is due to
disability, he also will continue to receive certain benefits.
The termination and change of control agreement further provides that if we
terminate Mr. Perkins' employment for cause, or if he voluntarily terminates his
own employment without good reason, he will be
12
entitled to receive the unpaid portion of his salary and business expenses for
the current year, as well as any vested, nonforfeitable amounts in our
compensation and benefits plans.
If we terminate Mr. Perkins' employment without cause prior to a change in
control, he will continue to be covered by certain benefit plans for two years,
and he will be entitled to the unpaid portion of his salary and business
expenses for the current year, any vested, nonforfeitable amounts in our
compensation and benefits plans, brokerage commissions for the sale of his
house, a payment equal to twice his annual base salary and target bonus, and an
additional payment equal to 60% of his prorated annual base salary. In addition,
his stock options will become exercisable, and his restricted stock and
performance shares will become vested to the extent and for the periods
indicated in the relevant plans and programs.
The agreement also provides that Mr. Perkins' employment will continue for
three years after a change in control. If, during that time, we terminate Mr.
Perkins' employment without cause, or if he voluntarily terminates his own
employment for good reason, he will continue to be covered by certain benefit
plans for three years, and he will entitled to the unpaid portion of his salary
and business expenses for the current year, a percentage of the current year's
bonus, certain performance-based compensation, outplacement services, brokerage
commissions for the sale of his house, a payment equal to three times his annual
base salary and target bonus, and any vested, nonforfeitable amounts in our
compensation and benefits plans. In addition, his stock options shall become
exercisable, and his restricted stock and performance shares will become vested
to the extent and for the periods indicated in the relevant plans and programs.
JOHN M. CASPER AND JOHN F. SCHOTT
In January 2001, we entered into a two-year employment agreement with Mr.
Casper, our Chief Financial Officer and Executive Vice President-Finance, and in
May 2001, we entered into a nearly identical two-year employment agreement with
Mr. Schott, our Chief Operating Officer. Both agreements are subject to
automatic one-year extensions unless either party serves the required notice The
respective employment agreements provide for an annual base salary of at least
$250,000 and $235,008 for Mr. Casper and Mr. Schott, respectively. The
employment agreements contain non-competition and confidentiality provisions.
The employment agreements also provide that Mr. Casper and Mr. Schott are each
entitled to receive benefits and perquisites that are made available to all
senior executives. Further, subject to the provisions of the change of control
agreements described below, if we terminate the employment of Mr. Casper or Mr.
Schott for any reason other than death, disability or cause, or if they
voluntarily terminate their employment for good reason, the agreements provide
that they will be entitled to receive their base salary and certain benefits for
at least one year.
In January 2001, we also entered into a change of control agreement with
Mr. Casper, and in May 2001, we entered into a nearly identical change of
control agreement with Mr. Schott. The respective change of control agreements
provide that the employment of Mr. Casper and Mr. Schott will continue for at
least two years after a change of control. Upon a change of control, previously
granted stock options and restricted shares will become fully vested and
exercisable. The agreements further provide that, after a change in control, if
we terminate their employment without cause, or if they voluntarily terminate
their employment for good reason, their benefits under qualified retirement
plans will be fully vested, they will continue to be covered by certain medical,
dental and vision benefits for two years and will be entitled to the unpaid
portion of their respective salary and business expenses for the current year, a
payment equal to two times their respective annual base salary and target bonus,
and any vested, nonforfeitable amounts in our compensation and benefits plans.
13
OPTIONS
No options were granted during the fiscal year ended June 30, 2002 to our
executive officers. There were no SARs granted to or exercised by our executive
officers in fiscal 2002, or outstanding as of June 30, 2002.
None of the executive officers exercised options in fiscal 2002. The
following table sets forth information concerning the unexercised options held
by our executive officers as of June 30, 2002.
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
JUNE 24, 2001 JUNE 30, 2002(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Stephen J. Perkins............................. -- -- -- --
John M. Casper................................. 4,000 16,000 -- --
John F. Schott................................. 36,000 14,800 -- --
-------------------------
(1) The value per option is calculated by subtracting the exercise price per
option from the closing price of our Common Stock on the Nasdaq National
Market on June 28, 2002, the last trading day before our fiscal year end.
Based on this calculation, none of the unexercised options held by our
executive officers were in-the-money at June 30, 2002.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended June 30, 2000, our Executive Compensation and
Development Committee consisted of Messrs. Bush, Liberman, Pollnow, Dill, Logan
and Lannert. Mr. Logan was formerly an executive officer of DTI until his
retirement on December 31, 1999.
EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Executive Compensation and Development Committee (the "Committee"),
whose principal purpose is to administer our executive and key employee
compensation policies, is composed entirely of non-employee members of our Board
of Directors. It reviews, recommends and approves changes to our compensation
policies and programs for our chief executive officer and other senior
executives and certain key employees of our business units whose annual base
salaries exceed $100,000. In addition to its authority in areas of cash
compensation, the Committee administers our stock incentive plans and agreements
and approves grants to be made in connection therewith.
In the Committee's discharge of its responsibilities, it considers the
compensation of the chief executive officer, other senior executive officers and
certain other key employees as described above, sets overall policy and
considers in general the basis of the levels of compensation of other key
contributing employees.
Policy and Objectives. Recognizing its role as a key representative of the
stockholders, the Committee seeks to promote the interests of stockholders by
attempting to align management's remuneration, benefits and perquisites with our
economic well-being. Because the achievement of operational objectives should,
over time, represent the primary determinant of share price, the Committee links
elements of compensation of executive officers and certain key employees with
our operating performance. In this way, objectives under a variety of
compensation programs should eventually reflect our overall performance. By
adherence to the compensation program, the compensation process should provide
for enhancement of stockholder value. Basically, the Committee seeks the
successful implementation of our business strategy by attracting and retaining
talented managers motivated to accomplish these stated objectives. The Committee
attempts to be fair and competitive in its views of compensation. Rewards
involve both business and individual performance. The key ingredients of the
program consist of base salary, annual cash incentives and long-range incentives
consisting primarily of grants of stock options and restricted stock. From
time-to-time, the Committee retains
14
independent compensation and benefits consultants to evaluate our compensation
programs and advise the Committee in connection with the development of
compensation programs.
Base Salary. As a general principle, base salaries for the chief executive
officer, as well as other executive and key officers, are set by the Committee
using salary data for similar positions in companies that match our size in
sales and earnings as a guideline. Target total cash compensation for each of
our executive officers generally approximates the median amount in the salary
data for the corresponding position. The Committee anticipates that it will
continue to periodically update the salary surveys of companies comparable to us
as a component in the determination of base salary for executive officers. In
addition, the performance of each key executive is evaluated annually and salary
adjustments are based on various factors, including revenue growth, earnings per
share improvement, increases in cash flow, new product development, market
appreciation for publicly-traded securities, reduction of debt, personal
performance, and position in the salary study or survey range. The Committee
approves base salary adjustments for executive officers, including the chief
executive officer, and other key officers. Salary, incentive compensation and
severance arrangements for our current president and chief executive officer
were established by November 2000 agreements approved by the Board of Directors.
Cash Incentive Compensation. To reward performance, our chief executive
officer and other executives and key employees are eligible for annual cash
bonuses. The actual amount of incentive compensation paid to each executive
officer and key employee is predicated on our financial performance as a whole,
the performance of the operations within the individual's area of
responsibility, and an assessment of each participant's relative role in
achieving our annual financial objectives as well as each such person's
contributions of a strategic nature in maximizing stockholder value. Bonuses for
corporate office executives and key employees, including our chief executive
officer, our senior vice president--finance and chief financial officer, and
chief operating officer, are calculated by reviewing corporate performance and
determining, based on such performance, what percentage of a target
incentive--established by the Committee and generally based on achievement of
financial targets such as operating cash flow--each of the individuals should
receive; and by reviewing such person's contributions of a strategic nature in
maximizing stockholder value. Bonuses for executives and key employees whose
area of management responsibility is primarily limited to one or more of our
business units are calculated by reviewing the performance of those units with
respect to several operating measures and determining, based on such
performance, what percentage of target compensation each such executive or key
employee should receive. The Committee may award discretionary bonuses for
individuals whose applicable business units fail to meet financial performance
objectives. The Committee awarded discretionary bonuses with respect to fiscal
2002, as set forth in the Summary Compensation Table, to Messrs. Perkins, Casper
and Schott in recognition of their efforts in completing our financial
recapitalization and implementing our corporate restructuring during the fiscal
year.
Stock-Based Incentives. Our 1994 Employee Stock Option Plan (the "1994
Plan") and 1996 Long-Term Incentive Plan (the "LTIP") are long-term incentive
programs intended to promote our interests by attracting and retaining
exceptional executive personnel and other key employees, motivating such
employees by means of stock options, restricted stock and performance-related
incentives to achieve long-range performance goals, and enabling such employees
to participate in our long-term growth and financial success. The basic
objective of these plans is the specific and solid alignment of executive and
stockholder interests by forging a direct relationship between this element of
compensation and the stockholders' level of return. These programs represent our
desire to permit executives and other key employees to obtain an ownership
position and a proprietary interest in our Common Stock.
Under the 1994 Plan, approved by the stockholders, stock option grants are
approved, from time to time, by the Committee. Generally, the Committee attempts
to reflect the optionee's potential impact on corporate financial and
operational performance in the award of stock options. Stock options granted
under the plan during fiscal 2002 have an exercise price equal to the market
price of the Common Stock on the date of grant, expire after ten years, and vest
20% annually.
The LTIP is also administered by the Committee. The LTIP provides for the
granting of four types of awards on a stand alone, combination, or tandem basis,
specifically, nonqualified stock options, incentive stock
15
options, restricted stock and performance stock awards. During fiscal 2002, the
Committee made awards under the LTIP of restricted stock to our senior vice
president--finance and chief financial officer and our chief operating officer.
We did not make any stock-based awards to our chief executive officer in fiscal
2002.
Internal Revenue Code Limits on Executive Compensation. Under Section
162(m) of the Internal Revenue Code and applicable Treasury regulations, no tax
deduction is allowed for annual compensation in excess of $1 million paid to any
"covered employee" within the meaning of Section 162(m). However,
performance-based compensation that has been approved by a company's
stockholders is excluded from this limit if, among other requirements, the
compensation is payable only upon attainment of pre-established, objective
performance goals and the board committee that establishes such goals consists
only of "outside directors" as defined for purposes of Section 162(m). The
Committee intends to provide for the tax deductibility of executive compensation
under the provisions of Section 162(m) so long as doing so is in the long-term
best interests of DTI and is compatible with its determinations as to the most
appropriate compensation of our executive officers. The Committee therefore
reserves the authority to award non-deductible compensation in circumstances it
deems appropriate to do so.
Executive Compensation and Development
Committee
William H.T. Bush, Chairman
Charles A. Dill
Robert C. Lannert
Lee M. Liberman
John F. Logan
Charles F. Pollnow
16
PERFORMANCE GRAPH
The following graph presents the cumulative total return for DTI, the
Nasdaq Market Index, and a peer group ("Peer Group") consisting of 46 U.S.
companies traded on various exchanges and in the over-the-counter market in the
same Standard Industrial Code (SIC) group as DTI (SIC Code 3559--Special
Industrial Machinery; Not Elsewhere Classified), assuming the investment of $100
on June 27, 1997 and reinvestment of any dividends. The Peer Group includes DTI.
The Nasdaq and the Peer Group data have been provided by Zacks Investment
Research, Martinez, California, without independent verification.
COMPARISON OF CUMULATIVE TOTAL RETURNS
[PERFORMANCE GRAPH]
-----------------------------------------------------------------------------------------------------------
Company/Index/Market 6/27/97 6/26/98 6/28/99 6/23/00 6/22/01 6/28/02
-----------------------------------------------------------------------------------------------------------
DT Industries, Inc. $100.00 $ 73.41 $ 25.22 $ 27.75 $ 17.30 $ 10.09
Nasdaq Market Index $100.00 $129.99 $177.49 $267.37 $141.49 $101.75
Peer Group $100.00 $ 86.60 $152.43 $330.57 $202.04 $148.95
INDEPENDENT AUDITORS
The Audit and Finance Committee has selected PricewaterhouseCoopers, LLP as
our independent auditors for the fiscal year ended June 29, 2003. A
representative of PricewaterhouseCoopers, LLP will be in attendance at the
Annual Meeting to respond to appropriate questions.
AUDIT AND FINANCE COMMITTEE REPORT
A copy of our current Audit and Finance Committee Charter was filed with,
and attached to, the proxy statement for our 2001 Annual Meeting of
Stockholders.
The Audit and Finance Committee has reviewed and discussed our fiscal 2002
audited financial statements with management and PricewaterhouseCoopers LLP, our
independent auditors. We discussed with PricewaterhouseCoopers LLP the results
of its audit and examination of our fiscal 2002 financial statements, its
evaluation of our internal controls and the overall assessment of the quality of
our financial accounting and reporting functions. We also discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by Statement on
Auditing Standards No. 61 ("SAS 61"). In addition, the Audit and Finance
Committee has received from PricewaterhouseCoopers LLP the written disclosures
and the letter required by
17
Independence Standards Board Standard No. 1 ("ISB Standard No. 1"). The Audit
and Finance Committee has reviewed the materials received from the independent
auditors and has met with representatives of PricewaterhouseCoopers LLP to
discuss the auditor's independence. The Audit and Finance Committee has
considered whether the tax consulting, tax planning and other non-audit services
provided by PricewaterhouseCoopers LLP to us are compatible with maintaining the
auditor's independence.
Based on the Audit and Finance Committee's review of the above items and
the discussions referred to above, the Audit and Finance Committee recommended
to the Board of Directors that our audited fiscal 2002 financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended June 30,
2002 for filing with the Commission.
Each member of the Audit and Finance Committee is independent, as defined
in Nasdaq's Marketplace Rules.
This report is submitted by the members of the Audit and Finance Committee.
Lee M. Liberman, Chairman
William H.T. Bush
Charles A. Dill
Robert C. Lannert
Charles F. Pollnow
AUDIT FEES
For the fiscal year ended June 30, 2002, PricewaterhouseCoopers LLP billed
us $421,500 for professional services rendered for the audit of our annual
financial statements and the reviews of the financial statements included in our
Forms 10-Q during such fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the fiscal year ended June 30, 2002, PricewaterhouseCoopers LLP neither
rendered, nor billed us for, professional services related to financial
information systems design and implementation.
ALL OTHER FEES
For the fiscal year ended June 30, 2002, PricewaterhouseCoopers LLP billed
us $630,166 for services other than those described under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" above. These
services primarily consisted of tax compliance, tax consulting and planning
services and services relating to the preparation and review of SEC filings
other than our regular periodic reports on Forms 10-K and 10-Q.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Mr. Perkins, our chief executive officer, inadvertently failed to timely
file a Form 4 for May 2002 and June 2002, as required under Section 16(a) of the
Securities Exchange Act of 1934, in connection with purchase of shares of our
Common Stock in the open market on May 30, 2002, May 31, 2002, June 4, 2002 and
June 5, 2002. These transactions were reported on a Form 5 filed with the
Securities and Exchange Commission on July 31, 2002.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
Rule 14a-8 of the Securities Exchange Act of 1934 currently provides that
stockholder proposals for the 2003 Annual Meeting must be received at our
principal executive office no later than June 14, 2003 to be considered by us
for possible inclusion in the proxy materials for the 2003 Annual Meeting.
18
In addition, our amended and restated bylaws provide that stockholders
desiring to bring business before the 2003 Annual Meeting, including nomination
of a person for election to our Board of Directors, must provide written notice
to us no earlier than 150 days and no later than 90 days before the date of the
2003 Annual Meeting, which we currently plan to hold on or about November 7,
2003. The written notice must include the information required by Section 14 of
the amended and restated bylaws. These bylaw requirements for advance notice of
stockholder proposals are separate and apart from the SEC requirements of Rule
14a-8 described above.
FINANCIAL INFORMATION
Our 2002 Annual Report to Stockholders, which contains our Form 10-K for
the fiscal year ended June 30, 2002, as filed with the SEC, is enclosed with
this Proxy Statement. WE WILL PROVIDE, WITHOUT CHARGE, TO ANY RECORD OR
BENEFICIAL STOCKHOLDER AS OF SEPTEMBER 20, 2002, WHO SO REQUESTS IN WRITING, A
COPY OF THE EXHIBITS FILED WITH THE FORM 10-K. ANY SUCH REQUEST SHOULD BE
DIRECTED TO DT INDUSTRIES, INC., 907 WEST FIFTH STREET, DAYTON, OHIO 45407,
ATTENTION: DENNIS S. DOCKINS, GENERAL COUNSEL AND SECRETARY.
You are urged to complete, sign, date and return your proxy to make certain
your shares of Common Stock will be voted at the Annual Meeting. For your
convenience in returning the proxy, an addressed envelope is enclosed, requiring
no additional postage if mailed in the United States.
By Order of the Board of Directors,
/s/ Dennis S. Dockins
Dennis S. Dockins
General Counsel and Secretary
October 11, 2002
19
[DT INDUSTRIES LOGO]
PLEASE MARK
YOUR VOTES AS
INDICATED IN [X]
THIS EXAMPLE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
1. To elect the following nominees as Directors of the Company to serve for 2. To transact such other business as may properly
terms of three years or until their successors are elected and qualified. come before the meeting or any adjournment
thereof, according to the proxies' discretion,
FOR all nominees listed WITHHOLD AUTHORITY and in their discretion.
(except as marked to to vote for all nominees
the contrary) listed below
[ ] [ ]
Nominees for Directors:
Class III-- (Term of Office Expires in 2005): 01 William H.T. Bush,
02 Charles A. Dill, 03 Robert C. Lannert
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee(s) name in the space below:
Please mark this box if you plan to attend
the meeting [ ]
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The shares represented by this proxy will be
voted in accordance with the specification
made. If no specification is made, the shares
represented by this proxy will be voted "FOR"
all nominees listed in Proposal 1 and in the
discretion of the proxies on such other
business as may properly come before the
meeting.
Dated: 2002
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Please date and sign exactly as your name(s)
appears on the stock certificate. If shares
are held by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name
by authorized person. This proxy votes all
shares held in all capacities unless
specified.
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[DT INDUSTRIES LOGO]
October 11, 2002
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held at DT Industries, Inc.'s corporate headquarters, 907 W Fifth
Street, Dayton, Ohio 15407 at 10:00 a.m., Eastern Standard Time, on Thursday,
November 7, 2002. Enclosed you will find the formal Notice of Annual Meeting and
Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and promptly return the attached proxy form above.
We hope that you will attend and look forward to seeing you there.
/s/ James J. Kerley /s/ Stephen J. Perkins
James J. Kerley Stephen J. Perkins
Chairman of the Board President and Chief Executive Officer
DT INDUSTRIES, INC.
PROXY
ANNUAL MEETING NOVEMBER 7, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of DT Industries, Inc. (the "Company"), each
dated October 11, 2002, and the Annual Report for the Fiscal Year ended June 30,
2002, and appoints JOHN M. CASPER and GREGORY D. WILSON, or either of them, with
full power to act alone, the proxies and true and lawful attorneys-in-fact of
the undersigned to vote all shares of stock of said Company which the
undersigned is entitled to vote at the 2002 Annual Meeting of the Stockholders
of the Company to be held at the Company's corporate headquarters, 907 W. Fifth
Street, Dayton, Ohio 45407, on November 7, 2002, at 10:00 a.m., Eastern Standard
Time and at any adjournment thereof, with the same effect as if the undersigned
were present and voting such shares on the following matters and in the
following manner:
(continued on reverse side)
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