UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BUTLER NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
1546 East Spruce Road
Olathe, Kansas 66061
(913) 780-9595
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
41-0834293
(I.R.S. Employer Identification No.)
James P. Pryde
Bryan Cave LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
(816) 374-3200
(Name, address, incluidng zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement becomes effective on dates, at
times and on terms not currently determined.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered Common Stock,
$.01 par value
Amount to be Registered 1,428,165 shares
Proposed Maximum Aggregate Offering Price Per Share (1) $3.69
Proposed Maximum Aggregate Offering Price (1) $5,269,928.85
Amount of Registration Fee $12,817.22
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low prices
of Registrant's Common Stock on September 27, 1995 on the NASDAQ Small
Cap Market of $3.69 per share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
1,428,165 Shares
BUTLER NATIONAL CORPORATION
Common Stock
The shares of Common Stock, $.01 par value (the "Common Stock"), of
Butler National Corporation, a Minnesota corporation (the "Company"), offered
hereby (the "Shares") are being sold for the account of and by the persons
named under the caption "Selling Shareholders." The Selling Shareholders have
advised the Company that these Shares may be sold from time to time in
transactions on the NASDAQ Small Cap Market or in negotiated transactions, in
each case at prices satisfactory to the Seller. (See "Plan of Distribution.")
The Company will receive no part of the proceeds from the sale of the
Shares. The Selling Shareholders will pay all applicable stock transfer taxes,
transfer fees and brokerage commissions, and related fees and expenses, but the
Company will bear the cost of preparing the Registration Statement and
Prospectus and all filing, legal and accounting fees incurred in connection
with registration of the Shares under the federal securities laws.
The Common Stock is listed on the NASDAQ Small Cap Market
(symbol: BUKS). On September 27, 1995 the average of the high and low prices
of the Common Stock on the NASDAQ Small Cap Market was $3.69 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS."
No dealer, salesperson or other person has been authorized to give
any information or to make any representations not contained or incorporated
by reference in this Prospectus and, if given or made, such other information
or representation must not be relied upon as having been authorized by the
Company, any Selling Shareholder or any other person. Neither the delivery of
this Prospectus nor any sale made herein shall, under the circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not constitute an offer
to sell or solicitation of an offer to buy the securities offered hereby to
any person or by anyone in any jurisdiction in which such offer or
solicitation may not lawfully be made.
The date of this Prospectus is September 29, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
offices of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's Regional Offices at CitiCorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; 7 World Trade
Center, Suite 1300, New York, New York 10048; and 5670 Wilshire Blvd.,
Eleventh Floor, Los Angeles, California 90036-3648. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports,
proxy statements and other information concerning the Company can be
inspected and copied at the offices of the NASD, Market Listing Qualifications
(NASDAQ Small Cap Market), 1735 K Street, N.W., Third Floor, Washington D.C.
20006. This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Company with respect to the offering made
hereby. Copies of such Registration Statement are available from the
Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been previously filed by the Company
with the Commission and are incorporated by reference into this Prospectus:
(1) Amended Annual Report on Form 10-K/A for the year ended April
30, 1995 (and to the extent not so amended, Annual Report on
Form 10-K for the year ended April 30, 1995); and
(2) Quarterly Report on Form 1O-Q for the quarter ended July 31,
1995.
All reports and definitive proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the offering
to be made hereunder shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing such documents,
except that in no event shall any information included in any such document
in response to item 402(i), (k) or (1) of Regulation S-K be deemed to
constitute a part of this Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein or in the Registration Statement by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents). All requests for such information should be directed to
the Company's executive offices at 1546 East Spruce Road, Olathe, Kansas
66061 (913) 780-9595, Attention: Stephanie S. Ruskey.
<PAGE>
RISK FACTORS
Investment in the Shares is speculative and involves a high degree
of risk. It is impossible to foresee and describe all of the risks; business,
economic and financial factors; and conflicts of interest that may affect the
Company. The fact that certain risks are discussed herein and in other sections
hereunder does not mean there are not other material risks of which an investor
should be aware. Accordingly, prospective investors are urged to review all
of the Company's Exchange Act filings. Prospective investors and their
professional advisors should carefully consider, among other things, the
following risk factors before subscribing to purchase Shares.
Need for Additional Financing. As of July 31, 1995, the Company had
working capital of $1,526,783, as compared to working capital of $880,363 as of
April 30, 1995. The Company may, depending upon its future results of
operations and level of activities, including, its anticipated development of
its aircraft modification business, require additional capital in both the short
and long term. There is no assurance that any additional financing would be
available when required or, if available, would be on terms favorable to the
Company. Failing to obtain adequate working capital would have a material
adverse effect on the Company.
Regulation by Federal Aviation Administration ("FAA"). The Company's
aviation business is subject, in part, to regulatory procedures and
administration enacted by and/or administered by the FAA. Accordingly, the
Company's business may be adversely affected in the event the Company is
unable to comply with such regulations and/or if any new products and/or
services to be offered by the Company can or may not be formally approved by
such agency. Moreover, the Company's proposed new aviation modification
products will depend upon the issuance by the FAA of a supplemental type
certificate, failure to obtain such supplemental certificate could have a
material adverse effect on the Company.
Dependence on Key Personnel. The Company is highly dependent upon
the Company's management team for all aspects of its business, including the
contacts of current management with gaming authorities. Losing the services
of one or more of the current management team could have a material adverse
effect on the Company's business.
Absence of Dividends. The Company has not paid any dividends on its
capital stock since its incorporation and does not intend to pay any dividends
in the foreseeable future.
Control By Existing Management. The Company's directors and officers
own a significant amount of the Company's outstanding shares of common stock
and will be able to control the Company's business and affairs, including
appointing officers and determining officers' compensation.
Previous Operating History. The Company suffered substantial losses
and a change in management during fiscal 1989. While fiscal 1989 financial
statements were not audited, independent audits for fiscal 1990 and subsequent
years have been completed, along with a quasi reorganization in which the
Company adjusted its accumulated deficit to a zero balance, thereby affording
the Company a "fresh start." During the reorganization, the Company devoted
substantial effort to resolving past liabilities with its creditors. However,
there is no assurance that all past liabilities are known.
Major Customers. The Company has an agreement with McDonnell Douglas
to manufacture and repair airborne switching systems for McDonnell Douglas and
its customers. Marketing is accomplished directly between the Company and
McDonnell Douglas. Currently, the Company has purchase orders from the
commercial division (Douglas Aircraft Company) of McDonnell Douglas for
<PAGE>
product with scheduled equipment dates into 1996. Should McDonnell Douglas
financially reorganize or not accept shipment against currently pending
purchase orders, the Company could suffer a significant loss of revenue.
Indian Gaming - Management Contract Approval. The Company, through
its wholly-owned subsidiary, BNSC, has entered into management contracts with
the Miami Tribe of Oklahoma and the Modoc Tribe of Oklahoma that are subject
to regulatory approval. No assurance can be given that such approvals can be
obtained in each instance where required. Generally, the management contracts
give BNSC the exclusive right and obligation to develop, operate and maintain
gaming facilities for specified classes of gaming for specified periods of time.
Furthermore, no assurance can be given as to the profitability of any such
contracts. As of July 31, 1995, the Company invested $1,027,500 in land, land
improvements and professional design fees related to the development of three
Indian gaming facilities in Kansas, the development of which due to the
inability of the Indian tribes to enter into a compact with the State of Kansas
has been delayed. No assurance can be given that said gaming facilities will
ever be permitted to become operational, and consequently, no assurance can be
given as to any return on the Company's investment. To date, the Company has
not been successful in generating revenues from its gaming management services
operations, and no assurance can be given as to the Company's ability to
generate revenues in the future, or achieve profitability with respect to such
operations.
General Governmental Regulation of Gaming Operations. The Company's
proposed gaming management operations will be subject to extensive gaming laws
and regulations, many of which were recently adopted and have not been the
subject of definitive interpretations and are still the subject to proposed
amendments and regulation. The political and regulatory environment in which
the Company is and will be operating, with respect to gaming activities on
both non-Indian and Indian Land, is dynamic and rapidly changing. Adoption
of and/or changes in gaming laws and regulations could have a materially
adverse effect on the Company.
Listing Maintenance Criteria for NASDAQ System. The National
Association of Securities Dealers, Inc., (the "NASD") which administers
NASDAQ, requires that, in order for a company's securities to continue to be
listed on the NASDAQ Small-Capitalization Market, the Company must maintain
$2,000,000 in total assets, a $200,000 market value of the public float and
$1,000,000 in total capital and surplus. In addition, continued inclusion
requires two market-makers and a minimum bid price of $1.00 per share;
provided, however, that, if the Company falls below such minimum bid price,
it will remain eligible for continued inclusion on NASDAQ if the market value
of the public float is at least $1,000,000 and the Company has $2,000,000 in
capital and surplus. The failure to meet these listing maintenance criteria
in the future may result in the discontinuance of the inclusion of the
Company's Common Stock on the NASDAQ Small-Capitalization Market. In such
event, trading, if any, in the Company's Common Stock may then continue to be
conducted in the non-NASDAQ over-the-counter market. As a result, an
investor may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's Common Stock.
Disclosure Relating to Low-Priced Stocks. The Commission has also
promulgated regulations that define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. Such regulations impose various sales practice requirements on
broker-dealers who sell securities governed by the rule to persons other than
established customers and accredited investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. Such broker-dealers must also, prior to the
purchase, provide the customer with risk disclosure documents which identify
certain risks associated with investing in "penny stocks" and which describes
<PAGE>
the market therefor as well as a customer's legal remedies. The broker-
dealer must also obtain a signed and dated acknowledgement from its customers
demonstrating that the customers have actually received the required risk
disclosure document before their first transaction in a penny stock.
Consequently, the rule may have an adverse effect on the ability of broker-
dealers to sell the Company's Common Stock and may affect the ability of
holders to sell their shares in the secondary market.
While many NASDAQ-listed securities are covered by the definition
of penny stock, transactions in a NASDAQ-listed security are exempt for (i)
issuers who have $2,000,000 in net tangible assets ($5,000,000 if the issuer
has not been in continuous operation for three years), (ii) transactions in
which the customer is an institutional accredited investor and (iii)
transactions that are not recommended by the broker-dealer. In addition,
transactions in a NASDAQ security directly with a NASDAQ market-maker for
such securities are subject only to the disclosure with respect to commissions
to be paid to the broker-dealer and the registered representative.
In the event the Company's Common Stock should fall within the
Commission's definition of a "penny stock," the trading market for the Common
Stock may be materially and adversely affected. In addition, no assurance can
be given that the current regulations and statutes may not be amended or
revised, which could negatively impact the Company's Common Stock.
Possible Issuance of Additional Shares. The Board of Directors has
the power to issue shares of Common Stock without shareholder approval. The
Board may authorize the issuance of any authorized but unissued shares in a
public offering or to acquire businesses or property. In addition, the
Company presently has outstanding stock options and warrants, pursuant to
which an aggregate of in excess of 2,561,000 shares may be issued. The
Company has also entered into a letter of intent to acquire the assets of
Woodson Electronics, Inc. for 100,000 shares of common stock and a $34,000
cash payment, the consummation of which no assurance can be given. The
issuance of any additional shares, whether upon the exercise of stock options
or adoption of additional stock option plans, in connection with a financing
or otherwise, may result in a reduction of the book value or market price, if
any, of the outstanding Common Stock. Issuance of additional shares of Common
Stock, including additional shares issuable as a consequence of any anti-
dilution provisions set forth in the instruments, evidencing such derivative
securities, would reduce the proportionate ownership and voting power of
then-existing shareholders, including investors hereunder.
Shares Eligible for Future Sale. A significant number of the shares
of the Company's outstanding Common Stock is available for sale in the public
marketplace. No prediction can be made as to the effect, if any, that sales
of shares of Common Stock or the availability of such shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the
public market may adversely affect prevailing prices for the Common Stock,
and could impair the Company's ability to raise additional capital through
the sale of its equity securities.
Redemption of Unsuitable Shareholders. Any person acquiring five
percent (5%) or more of the Common Stock of the Company (as evidenced by
filing of a Schedule 13D or 13G) must be found suitable by the National
Indian Gaming Commission (the "Gaming Commission") and/or the state gaming
agencies in Kansas or Oklahoma (individually, an "Agency"), each of which
have the authority to require a finding of suitability with respect to any
shareholder regardless of the percentage of ownership. If found unsuitable
by the Gaming Commission and/or Agency, the shareholder may be subject to
divestiture of the Company's securities, and may be required to pay the costs
of investigation with respect to a determination of suitability.
<PAGE>
In addition, one officer currently holds options for shares of
Common Stock of the Company at a price per share which is lower than the
price to be paid by investors pursuant to this Offering. Such officer is
subject to a finding of suitability by the Gaming Commission and an Indian
Tribe. At the time of any finding of unsuitability on the part of such
officer, the fair market value of the shares of Common Stock held by such
officer may be significantly greater than the price per share paid by such
officer. If the Company must redeem such stock for cash at fair market
value, bid price, less a fifteen percent (15%) administrative charge within
ten days of a finding of unsuitability by the Gaming Commission or an
Indian tribe, the Company may be adversely affected.
THE COMPANY
The Company is a Minnesota corporation formed in 1960 as a ground
and airborne avionics research and development company. The Company's
current product lines and services include:
(1) Aircraft Modifications - principally includes the modification of
business-size aircraft from passenger to freighter configuration, conversion
to air ambulance, addition of aerial photography capability, addition of
exterior cargo space and other modifications. The Company provides these
services through its subsidiary Avcon Industries, Inc. ("Aircraft
Modifications" or "Avcon").
(2) Avionics - principally includes the manufacture of airborne radio
and instrument switching units used in DC-9, DC-10, DC-9/80, MD-80 and the
KC-10 aircraft. The Company provides these services through its subsidiary
Woodson Avionics, Inc. ("Switching Units", "Avionics" or "WAI").
(3) Food Distribution Services - principally includes food distribution
to the wholesale, food processing and retailing industries. The Company
provides these services through its subsidiary R F, Inc. ("Food Distribution"
or "RFI").
(4) Gaming - principally includes the business management services to
Indian tribes in connection with the Indian Gaming Act of 1988. The Company
provides these services through its subsidiary Butler National Service
Corporation ("Management Services", "Gaming" or "BNSC").
(5) SCADA Systems and Monitoring Services - principally includes the
monitoring of water and wastewater remote pumping stations through electronic
surveillance for municipalities and the private sector and related repair
services. The Company provides these services through its subsidiary Butler
National Services, Inc. ("Monitoring Services" or "BNS").
(6) Temporary Services - provides temporary employee services for
corporate clients. The Company provides these services through its
subsidiary Butler Temporary Services, Inc. ("Temporary Services" or "BTS").
The Company's principal executive offices are located at 1546 East
Spruce Road, Olathe, KS 66061, Attention: Stephanie S. Ruskey, telephone
(913) 780-9595. Unless otherwise indicated the term "Company" includes
Butler National Corporation and its majority-owned subsidiaries.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Shareholders.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock
The Company's Certificate of Incorporation provides for authorized
capital of 40,000,000 shares of Common Stock, $.01 par value per share.
There are 8,534,700 shares of Common Stock outstanding as of September 29,
1995.
Common Stock
The holders of Common Stock are entitled to cast one vote for each
share held of record on all matters to be voted on by the stockholders,
including the election of directors. There is no cumulative voting with
respect to the election of directors. Holders of Common Stock have no
conversion, preemptive or other subscription rights and there are no
redemption provisions applicable to the Common Stock. All shares of Common
Stock are entitled to participate equally and ratably in dividends, when and
as declared by the Board of Directors out of assets legally available
therefor, and, upon dissolution of the Company, in all remaining assets which
are available for distribution after payment of liabilities and after
provision has been made for each class of stock, if any, having preference
over the Common Stock. The outstanding shares of Common Stock are fully paid
and nonassessable.
Transfer Agent
The Transfer Agent and Registrar for the Common Stock is Norwest
Bank Minnesota.
<PAGE>
SELLING SHAREHOLDERS
The following information has been provided to the Company by the
persons listed below as the Selling Shareholders (the "Selling Shareholders"),
including the total number of shares owned by each Selling Shareholder, the
number of shares eligible to be offered by each Selling Shareholder, and
the percentage of outstanding shares owned by each Selling Shareholder after
the offering, assuming all shares offered are sold. The Selling Shareholders
are offering an aggregate of 1,428,165 Shares.
<TABLE>
<CAPTION>
Name of Beneficially Owned Shares Offered Shares to Be Owned
Selling Prior to Offering Hereby After Completion of
Shareholder This Offering
<S> <C> <C> <C>
Lee & Brener LTD 5,000 5,000 0
Pawnee Holding Company 20,000 20,000 0
Var & Co.
c/o Willis Drake 2,500 2,500 0
L. Edward Baker 10,000 10,000 0
Dain Bosworth, custodian
for Shawn Boat IRA 5,000 5,000 0
Robert L. Carr 10,000 10,000 0
Betty Deloughery 13,750 13,750 0
Marvin J. Eisenbath<F1> 670,000 670,000 0
Jaunita Cox Fox 10,000 10,000 0
Shane Gibson 5,000 5,000 0
Tom A. Gilbertson 10,000 10,000 0
James V. Glascock and
Linda D. Glascock 20,000 20,000 0
Gene Grashorn and
Patricia Grashorn 10,000 10,000 0
Tammera Y. Hayes 10,000 10,000 0
John Scott Hiller 10,000 10,000 0
William P. Hogan 20,000 20,000 0
Vernon C. Jensen 5,800 5,800 0
William Bruce Kimberlin 30,000 30,000 0
Robert A. Kruse 5,000 5,000 0
Tower Building Associates 40,000 40,000 0
MAAL, Inc. Profit
Sharing Plan 1/1/90 17,800 17,800 0
Robert Lauritsen 15,000 15,000 0
James B. Lee 5,000 5,000 0
Mina Jo Linver 20,000 20,000 0
D&L Corp., William E.
Logan, Partner<F2> 20,000 20,000 0
Judith R. Logan 50,000 50,000 0
<PAGE>
C. Maxwell Logan 25,000 25,000 0
Robert J. Lutz 43,300 43,300 0
James M. Lyle and
Marjorie R. Lyle 10,000 10,000 0
Rick McMillian 6,666 6,666 0
Timothy L. McMillian 5,000 5,000 0
Meyer Bros. Bldg. Co. 60,000 60,000 0
Michael J. O'Keefe 10,000 10,000 0
Hans J. Oberdorfer and
Edward Ziegelman 10,000 10,000 0
Kenneth M. Olson 10,000 10,000 0
Rodney E. Olson 10,000 10,000 0
Myrtle Rapp 1,667 1,667 0
W. Robert Riley and
Jo Stewart Riley 10,000 10,000 0
Mark Rongstad 5,000 5,000 0
Philip Rosenbloom 20,000 20,000 0
Donald A. Sarno 19,800 19,800 0
Ronald G. Sparkman 50,000 50,000 0
Donald Sternke and
Ardis Sternke 10,000 10,000 0
Dennis J. Sundlee 5,000 5,000 0
Jerome S. Wade and
Sabine S. Wade 10,000 10,000 0
Carolyn Webster 1,667 1,667 0
Ray W. Welker 15,000 15,000 0
Gregg D. Woods 10,000 10,000 0
Stephanie R. Wright 10,000 10,000 0
Glenna Y. Wylie 2,000 2,000 0
Reliant Airlines,
c/o Reese C. Zantop 20,000 20,000 0
Sam Zweifel, M.D. 5,000 5,000 0
Campbell Barber Lambeth
& Associates, P.A. 2,215 2,215 0
John M. Provorse 1,000 1,000 0
<FN>
<F1> Marvin J. Eisenbath is the current president of RFI a wholly owned
subsidiary of the Company;
<F2> William E. Logan is a director of the Company; and Judith R. Logan and
C. Maxwell Logan are William E. Logan's wife and brother, respectively.
</FN>
</TABLE>
<PAGE>
Other than with respect to the persons named in the foregoing sentence,
none of the Selling Shareholders has held any position or office or
otherwise had a material relationship with the Company within the past
three years other than as a result of the ownership of the shares of the
Common Stock of the Company.
Each of the Selling Shareholders received the Shares offered hereby
in one of three manners. First, in connection with the stock acquisition of
RFI, whereby RFI became a wholly owned subsidiary of the Company. Second, in
connection with a private placement of shares of Common Stock of the Company
effected in January 1994. Third, as consideration for products or services
rendered to the Company or one of its subsidiaries.
PLAN OF DISTRIBUTION
It is anticipated that the Selling Shareholders will offer the Shares
in the manner set forth in the front cover page of this Prospectus, from time
to time. The costs of such sales are to be born by the Selling Shareholders.
The costs of registering the Shares under the Securities Act were paid by the
Company.
The Shares may be sold on the NASDAQ Small Cap Market or in
negotiated transactions not on an exchange at prices and on terms then
prevailing or at prices related to the then current market price or at
negotiated prices.
In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may
be sold under Rule 144 rather than pursuant to this Prospectus.
LEGAL MATTERS
Bryan Cave LLP, Counsel of the Company, has rendered an opinion
concerning the validity of the Shares.
EXPERTS
The consolidated balance sheet of Butler National Corporation and
subsidiaries as of April 30, 1995 and 1994, and the related consolidated
statements of earnings, changes in shareholders' equity and cash flows for
each of the three years in the period ended April 30, 1995, and the related
schedules included in the Annual Report on Form 10-K of the Company for the
year ended April 30, 1995 incorporated by reference in the Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports which have been incorporated
herein by reference. Such financial statements and schedules are incorporated
herein by reference in reliance upon the authority of such firm as experts in
accounting and auditing in giving the said report.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses of the Company in
connection with the issuance and distribution of the securities being
registered, exclusive of those expenses to be borne by the Selling
Shareholders.
SEC registration fee. . . . . . . $ 1,817
Accounting fees and expenses* . . 2,500
Legal fees and expenses*. . . . . 17,500
Miscellaneous*. . . . . . . . . . 5,183
_________
Total . . . . . . . . . . $27,000
* Estimated
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Articles of Incorporation, Amended
Bylaws and/or Minnesota Corporation Act, each of the present and former
directors and officers of the Company may be entitled to indemnification
under certain circumstances from certain liabilities, claims and expenses
arising from any threatened, pending or completed action, suit or proceeding
(including any such action, suit or proceeding arising under the Securities
Act of 1933), to which they are made a party by reason of the fact that he or
she is or was a director or officer of the Company. The Company does carry
any directors and officers insurance.
Item 16. Exhibits
Exhibit No. Description Page No.
3.1 Articles of Incorporation, as amended, are *
incorporated by reference from Exhibit 3.1 of the
Company's Form 10-K for the year ended April 30, 1988
3.2 Bylaws, as amended, are incorporated by reference *
from Exhibit 3.2 of the Company's Form 10-K for
the year ended April 30, 1989
4.1 Certificate of Rights and Preferences of $100 Class A *
Preferred Shares of the Company is incorporated by
reference from Exhibit 4.1 of the Company's
Form 10-K/A, Amendment No. 1, for the year ended
April 30, 1994
5.1 Opinion of Bryan Cave LLP **
10.1 1989 Nonqualified Stock Option Plan is incorporated *
by reference from the Company's Form 8-K filed on
September 1, 1989
<PAGE>
10.2 Nonqualified Stock Option Agreement dated *
September 8, 1989 between the Company and
Clark D. Stewart is incorporated by reference from
the Company's Form 8-K filed on September 1, 1989
10.3 Agreement dated March 10, 1989 between the *
Company and Woodson Electronics, Inc. is
incorporated by reference from the Company's
Form 10-K for the fiscal year ended April 30, 1989
10.4 Agreement of Stockholder to Sell Stock dated *
January 1, 1992, is incorporated by reference from
the Company's Form 8-K filed on January 15, 1992
10.5 Private Placement of Common Stock pursuant to *
Regulation D, dated December 15, 1993, is
incorporated by reference from the Company's
Form 8-K filed on January 24, 1994
10.6 Stock Acquisition Agreement of RFI dated April 21, *
1994, is incorporated by reference from the
Company's Form 8-K filed on July 21, 1994
10.7 Employment Agreement between the Company and *
Brenda Lee Shadwick dated July 6, 1994 is
incorporated by reference from Exhibit 10.7 of the
Company's Form 10-K/A, as amended, for the year
ended April 30, 1994
10.8 Employment Agreement between the Company and *
Clark D. Stewart dated March 17, 1994 is
incorporated by reference from Exhibit 10.8 of the
Company's Form 10-K/A, as amended, for the year
ended April 30, 1994
10.9 Employment Agreement among the Company, *
R.F., Inc. and Marvin J. Eisenbath dated April 22,
1994 is incorporated by reference from Exhibit 10.9
of the Company's Form 10-K/A, as amended, for the
year ended April 30, 1994
10.10 Real Estate Contract for Deed and Escrow Agreement *
between Wade Farms, Inc. and the Company is
incorporated by reference from Exhibit 10.10 of the
Company's Form 10-K/A, as amended, for the year
ended April 30, 1994
10.11 1993 Nonqualified Stock Option Plan is incorporated *
by reference from Exhibit 10.11 of the Company's
Form 10-K/A, as amended, for the year ended
April 30, 1994
10.12 1993 Nonqualified Stock Option Plan II is *
incorporated by reference from Exhibit 10.12 of the
Company's Form 10-K/A, as amended, for the year
ended April 30, 1994
<PAGE>
10.13 Industrial State Bank principal amount of $500,000 *
revolving credit line, as amended, is incorporated by
reference from Exhibit 10.13 of the Company's
Form 10-K/A, as amended, for the year ended
April 30, 1994
10.14 Bank IV guaranty for $250,000 dated October 14, *
1994 is incorporated by reference from Exhibit 10.14
of the Company's Form 10-K/A, as amended, for the
year ended April 30, 1994
10.15 Bank IV loan in principal amount of $300,000 dated *
December 30, 1993 is incorporated by reference from
Exhibit 10.15 of the Company's Form 10-K/A, as
amended, for the year ended April 30, 1994
10.16 Letter of intent to acquire certain assets of Woodson *
Electronics, Inc., incorporated by reference to Exhibit
10.16 of the Company's Form 10-K/A, as amended,
for the year ended April 30, 1995
22 List of Subsidiaries is incorporated by reference from *
Exhibit 22 of the Company's Form 10-K/A, as
amended, for the year ended April 30, 1995
23.1 Consent of Arthur Andersen LLP **
23.2 Consent of Bryan Cave LLP (contained in opinion **
filed as Exhibit 5 herein)
25.1 Power of Attorney S-1
* Itemized by reference
** To be filed by amendment
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
<PAGE>
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver,
or cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 15 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Olathe, State of Kansas, on the
29th day of September, 1995.
BUTLER NATIONAL CORPORATION
By: CLARK D. STEWART
Clark D. Stewart
Chief Executive Officer, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby severally constitutes and appoints Clark D. Stewart and
R. Warren Wagoner, and each of them, his/her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him/her
and in his/her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the premises, as fully
to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
Chief Financial Officer and
Principal Accounting Officer:
STEPHANIE S. RUSKEY Vice President and September 29, 1995
Stephanie S. Ruskey Chief Financial Officer
Directors:
R. WARREN WAGONER Director September 29, 1995
R. Warren Wagoner
CLARK D. STEWART Director September 29, 1995
Clark D. Stewart
WILLIAM A. GRIFFITH Director September 29, 1995
William A. Griffith
WILLIAM E. LOGAN Director September 29, 1995
William E. Logan
S-1
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
3.1 Articles of Incorporation, as amended, are *
incorporated by reference from Exhibit 3.1 of the
Company's Form 10-K for the year ended April 30,
1988
3.2 Bylaws, as amended, are incorporated by reference *
from Exhibit 3.2 of the Company's Form 10-K for
the year ended April 30, 1989
4.1 Certificate of Rights and Preferences of $100 Class A *
Preferred Shares of the Company is incorporated by
reference from Exhibit 4.1 of the Company's
Form 10-K/A, Amendment No. 1, for the year ended
April 30, 1994
5.1 Opinion of Bryan Cave LLP **
10.1 1989 Nonqualified Stock Option Plan is incorporated *
by reference from the Company's Form 8-K filed on
September 1, 1989
10.2 Nonqualified Stock Option Agreement dated *
September 8, 1989 between the Company and
Clark D. Stewart is incorporated by reference from
the Company's Form 8-K filed on September 1, 1989
10.3 Agreement dated March 10, 1989 between the *
Company and Woodson Electronics, Inc. is
incorporated by reference from the Company's
Form 10-K for the fiscal year ended April 30, 1989
10.4 Agreement of Stockholder to Sell Stock dated *
January 1, 1992, is incorporated by reference from
the Company's Form 8-K filed on January 15, 1992
10.5 Private Placement of Common Stock pursuant to *
Regulation D, dated December 15, 1993, is
incorporated by reference from the Company's
Form 8-K filed on January 24, 1994
10.6 Stock Acquisition Agreement of RFI dated April 21, *
1994, is incorporated by reference from the
Company's Form 8-K filed on July 21, 1994
10.7 Employment Agreement between the Company and *
Brenda Lee Shadwick dated July 6, 1994 is
incorporated by reference from Exhibit 10.7 of the
Company's Form 10-K/A, Amendment No. 1, for the
year ended April 30, 1994
10.8 Employment Agreement between the Company and *
Clark D. Stewart dated March 17, 1994 is
incorporated by reference from Exhibit 10.8 of the
Company's Form 10-K/A, Amendment No. 1, for the
year ended April 30, 1994
S-2
PAGE>
10.9 Employment Agreement among the Company, *
R.F., Inc. and Marvin J. Eisenbath dated April 22,
1994 is incorporated by reference from Exhibit 10.9
of the Company's Form 10-K/A, as amended, for the
year ended April 30, 1994
10.10 Real Estate Contract for Deed and Escrow Agreement *
between Wade Farms, Inc. and the Company is
incorporated by reference from Exhibit 10.10 of the
Company's Form 10-K/A, as amended, for the year
ended April 30, 1994
10.11 1993 Nonqualified Stock Option Plan is incorporated *
by reference from Exhibit 10.11 of the Company's
Form 10-K/A, as amended, for the year ended
April 30, 1994
10.12 1993 Nonqualified Stock Option Plan II is *
incorporated by reference from Exhibit 10.12 of the
Company's Form 10-K/A, as amended, for the year
ended April 30, 1994
10.13 Industrial State Bank principal amount of $500,000 *
revolving credit line, as amended, is incorporated by
reference from Exhibit 10.13 of the Company's
Form 10-K/A, as amended, for the year ended
April 30, 1994
10.14 Bank IV guaranty for $250,000 dated October 14, *
1994 is incorporated by reference from Exhibit 10.14
of the Company's Form 10-K/A, as amended, for the
year ended April 30, 1994
10.15 Bank IV loan in principal amount of $300,000 dated *
December 30, 1993 is incorporated by reference from
Exhibit 10.15 of the Company's Form 10-K/A, as
amended, for the year ended April 30, 1994
10.16 Letter of intent to acquire certain assets of Woodson *
Electronics, Inc., incorporated by reference to Exhibit
10.16 of the Company's Form 10-K/A, as amended,
for the year ended April 30, 1995
22 List of Subsidiaries is incorporated by reference from *
Exhibit 22 of the Company's Form 10-K/A, as
amended, for the year ended April 30, 1995
23.1 Consent of Arthur Andersen LLP **
23.2 Consent of Bryan Cave LLP (contained in opinion **
filed from Exhibit 5 herein)
25.1 Power of Attorney S-1
* Incorporated by reference
** To be filed by amendment
S-3
