As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1995
BUTLER NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of Incorporation of organization)
41-0834293
(I.R.S. Employer Identification No.)
1546 E. Spruce Rd.
Olathe, KS 66061
(Address of Principal Executive Offices and zip code)
BUTLER NATIONAL CORPORATION
1995 NONQUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
Clark D. Stewart
President
Butler National Corporation
1546 E. Spruce Rd.
Olathe, KS 66061
(913) 780-9595
(Name, address, including zip code and telephone number of agent for service)
Copy to:
James P. Pryde, Esq.
Bryan Cave LLP
3500 One Kansas City Place
1200 Main Street
Kansas City, MO 64105
(816) 374-3200
This Form S-8 consists of 14 pages (including exhibits).
The index to exhibits is set forth
on page 4.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common
Stock, 1,500,000 $2.40625 $3,609,375 $1,244.61
$.01 par shares <FN1> <FN1>
value
<FN>
<FN1> Estimated soley for the purpose of determing the registration fee
pursuant to Rules 457(c) and 457(h) and based upon the average high and low
bid prices of the Company's common stock as reported on NASDAQ Small Cap
Market on June 27, 1996.
</FN>
</TABLE>
PART I
Pursuant to the Note to Part I of Form S-8, the information required by Items
1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the calendar year ended
April 30, 1996.
(b) The description of the Company's Common Stock as set forth in the
Company's Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on June 30, 1993 (Reg. No. 33-65254), including any
amendments or reports filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company shall indemnify any person made
or threatened to be made a party to any proceeding by reason of the former or
present official capacity of the person, provided the person seeking
indemnification meets five criteria set forth in Section 302A.521 of the
Minnesota Business Corporation Act.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to
a proceeding by reason of the former or present official capacity of the
person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person: (i) has not been indemnified by
another organization or employee benefit plan for the same expenses with
respect to the same acts or omissions; (ii) acted in good faith; (iii)
received no improper personal benefit and Section 302A.255
(regarding conflicts of interest), if applicable, has been satisfied; (iv)
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (v) in the case of acts or omissions occurring in
the official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions by persons in their capacity
for other organizations, reasonably believed that the conduct was not opposed
to the best interests of the corporation.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Page
4(a)Butler National Corporation 1995
Nonqualified Stock Option Plan 8-12
5(a) Opinion and Consent of Bryan Cave
as to the legality of the securities being
registered 13
23(a) Consent of Bryan Cave (included in
Exhibit 5(a)
23(b) Consent of Arthur Andersen & Co.,
independent public accountants 14
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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 1933;
(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,
represents 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
<PAGE>
(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 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.
(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 foregoing provisions, 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 connected 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-8 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 June 27, 1996.
BUTLER NATIONAL CORPORATION
By: CLARK D. STEWART
Clark D. Stewart, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Butler National Corporation hereby
constitute and appoint Clark D. Stewart and Stephanie S. Ruskey or either of
them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
us and in our 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 attorney-in-
fact and agent, 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on June
27, 1996 in the capacities indicated.
Signature Title Date
CLARK D. STEWART President, June 27, 1996
Clark D. Stewart Chief Executive Officer
and Director
(Principal Executive Officer)
STEPHANIE S. RUSKEY Vice President & June 27, 1996
Stephanie S. Ruskey Chief Financial Officer
(Principal Financial
and Accounting Officer)
<PAGE>
Signature Title Date
R. WARREN WAGONER Chairman of the Board June 27, 1996
R. Warren Wagoner and Director
WILLIAM E. LOGAN Director June 27, 1996
William E. Logan
WILLIAM A. GRIFFITH Director June 27, 1996
William A. Griffith
DAVID B. HAYDEN Director June 27, 1996
David B. Hayden
<PAGE>
BUTLER NATIONAL CORPORATION
1995 NONQUALIFIED STOCK OPTION PLAN
1.Purpose
The purpose of this 1995 Nonqualified Stock Option Plan (the "Plan") is to
promote the interests of Butler National Corporation, a Minnesota corporation
(the "Company"), and its shareholders by providing key persons and key
advisors and consultants whom rests the major responsibility for the present
and future success of the Company and its
subsidiaries with an opportunity to acquire a proprietary interest in the
Company and thereby develop a stronger incentive to put forth maximum effort
for the continued success and growth of the Company and its subsidiaries. In
addition, the opportunity to so acquire a proprietary interest in the Company
will aid in attracting and retaining key personnel of outstanding ability.
2. Administration
All administrative duties hereunder shall rest with the Stock Option Committee
of the Board of Directors (hereinafter the "Committee") or with the Board of
Directors if the Committee is not elected. The Committee shall have the duty
and authority, subject to the provisions of the Plan, to:
(a) determine which individuals shall receive options and how many options
each individual shall receive;
(b) grant the options;
(c) determine the terms and conditions of the options including exercise dates,
limitations on exercise, and the price and payment terms;
(d) determine the limitation, if any, on the number of shares acquired under
an option which may be sold by the person in any year;
(e) prescribe the form or forms of the instruments evidencing any options
granted under the Plan and of any other instruments required under the Plan,
and to change such forms from time to time; and
(f) adopt such rules and regulations for the administration of the Plan as it
deems appropriate.
In making the foregoing determinations the Committee may take into account the
nature of the services rendered by the respective individuals, their present
and potential contributions to the Company's success, and such other factors
as the Committee, in its discretion, shall deem relevant.
<PAGE>
3. Shares Subject to the Plan
The shares that may be made subject to options under the Plan shall be shares
of Common Stock of the Company, one cent ($.010) par value ("Common Stock"),
and the total shares subject to option and issued pursuant to this Plan shall
not exceed, in the aggregate, 1,500,000 shares of the Common Stock of the
Company. If any such option lapses or terminates for any reason without
having been exercised in full, the shares
covered by the unexercised portion of such option may again be made subject to
options granted under the Plan. Shares issued upon exercise of options
granted under the Plan may be shares held by the Company either as treasury
shares or as authorized but previously unissued shares. Upon authorization
from the Board of Directors, the Company may from time to time acquire shares
of Common Stock on the open market upon such terms as the Board shall deem
appropriate for reserve in its treasury for reissuance in connection with
exercises hereunder.
4. Eligibility
Employees eligible to participate in the Plan shall be those salaried officers
and other key persons and key advisors and consultants of the Company and its
subsidiaries who, in the opinion of the Committee, are in a position to affect
materially the profitability and growth of the Company and its subsidiaries.
Directors who are key persons within the meaning of the foregoing are
eligible to participate in the Plan.
5. Granting of Options
Subject to the terms and conditions of the Plan, the Committee may from time
to time prior to the termination of the Plan grant to eligible persons options
to purchase the number of shares of Common Stock authorized by the Committee,
subject to such terms and conditions as the Committee may determine. More than
one option may be granted to the same person. The day on which the Committee
approves the granting of an option shall be considered as the date on which
such option is granted.
6. Option Price
The purchase price per share of Common Stock subject to an option shall be
fixed by the Committee.
7. Term of Options
The term of each option shall be not more than 10 years commencing with the
date of grant. Except as provided in Paragraph 12 hereof, no option may be
exercised at any time unless the holder thereof is then a key person of the
Company or of a subsidiary.
<PAGE>
8. Method of Exercising Options
Any option granted hereunder may be exercised by the optionee by delivering
to the Company at its main office (attention of the Secretary) written notice
of the number of shares with respect to which the option rights are being
exercised and by paying in cash the purchase price of the shares purchased
in full, in exchange for the issuance and delivery of certificates therefor.
The Committee in its discretion may permit a key person to use shares of
stock of the Company as payment for additional stock purchased
pursuant to an option. The value of the shares to be used as payment shall
be determined by the Committee. The Company may delay the processing of any
exercise hereunder so long as may be necessary, in the opinion of counsel to
the Company, to comply with securities laws and regulations relating to
disclosure of material non-public information concerning the Company.
9. Amount Exercisable
Each option may be exercised, so long as it is valid and outstanding, from
time to time in part or as a whole, subject to any limitations with respect to
the number of shares for which the option may be exercised at a particular
time and to such other conditions as the Committee in its discretion may
specify upon granting the option.
10. Capital Adjustments Affecting Common Stock
In the event of a capital adjustment resulting from a stock dividend, stock
split, reorganization, merger, consolidation, or a combination or exchange of
shares, the number of shares of Common Stock subject to the Plan and the
number of shares under the option shall be adjusted in a manner consistent
with such capital adjustment. The price of any shares under option shall be
adjusted so that there will be no change in the aggregate purchase price
payable upon exercise of any such option.
11. Transferability of Options
Options shall not be transferable by the optionee otherwise than by will or
under the laws of descent and distribution, and shall be exercisable, during
his lifetime, only by him.
12. Termination of Employment or Death of Optionee
Except as may be otherwise expressly provided herein, options shall terminate
upon the earlier of the date of the expiration of such option or upon
termination of employment or contractor relationship between the Company or
a subsidiary and the optionee for any reason other than death or disability
as described below. Whether authorized leave of absence, or absence on
military or government service, shall constitute severance of the
employment relationship between the Company or a subsidiary and the optionee
shall be determined by the Committee at the time thereof.
<PAGE>
(A) Death. If an optionee dies while in the employ of or under contract
with the Company or a subsidiary, and before the date of expiration of such
option, such option shall terminate on the earlier of such date of expiration
or twelve months following the date of such death. After death, the optionee's
executors, administrators, or any person or persons to whom the optionee's
option may be transferred by will or by the laws of descent and distribution
shall have the right, at any time prior to such termination, to
exercise the option, in whole or in part, subject to the terms and conditions
of the Plan and of the stock option agreement entered into by the optionee.
(B) Retirement for Disability. If, before the date of expiration of the
option, the holder of an option shall retire from the employ of the Company
or any subsidiary for reasons of disability and is disabled within the
meaning of Internal Revenue Code Section 105(d)(4), such option shall
terminate on earlier of the date of expiration or one year
after the date of such retirement.
13. Requirements of Law
In the event the shares issuable on exercise of an option are not registered
under the Securities Act of 1933, the Company shall imprint the following
legend or any other legend which counsel for the Company considers necessary
or advisable to comply with the Securities Act of 1933:
"The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933 or under the securities laws of any State and
may not be sold or transferred except upon such registration or upon receipt
by the Corporation of an opinion of counsel in form and substance satisfactory
to the Corporation that registration is not required for such sale or
transfer."
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended); and in the event any shares are so
registered the Company may remove any legend on certificates representing
such shares. The Company shall make reasonable efforts to cause the exercise
of an option or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority.
14. No Rights as Stockholder
No optionee shall have rights as a stockholder with respect to shares covered
by an option until the date of issuance of a stock certificate for such
shares; and, except as otherwise provided in Paragraph 10 hereof, no
adjustment for dividends, or otherwise, shall be made if the record date
therefor is prior to the date of issuance of such certificate.
<PAGE>
15. Employment Obligation
The granting of any option shall not impose upon the Company or subsidiary
any obligation to employ or continue to employ any optionee; and the right of
the Company or subsidiary to terminate the employment of any officer,
contractor or other employee shall not be diminished or affected by reason of
the fact that an option has been granted to such officer, employee or
contractor.
16. Written Agreement
Each option granted hereunder shall be embodied in a written option agreement
which shall be subject to the terms and conditions prescribed above and shall
be signed by the optionee and by the President, any Vice President or the
Secretary of the Company for and in the name and on behalf of the Company.
Such an option agreement shall contain such other provisions as the Committee
in its discretion shall deem advisable.
17. Amendment, Termination and Effective Date
This Plan shall be effective as of December 1, 1995 and shall terminate ten
years after this Effective Date. The Board shall have the right to amend,
suspend or terminate the Plan, provided that no termination or amendment or
the Plan may, without the consent of the individual to whom any option shall
have been therefore granted, adversely affect the rights of such individual
under such option.
18. Governing Law
The Plan and all determinations made and actions taken pursuant hereto will
be governed by the law of the State of Minnesota and construed accordingly.
IN WITNESS WHEREOF, the Company has caused its Chairman and Secretary to
execute this Plan this 1st day of December, 1995.
BUTLER NATIONAL CORPORATION
By: R. WARREN WAGONER
R. Warren Wagoner, Chairman of the Board
Attest:
STEPHANIE S. RUSKEY
Stephanie S. Ruskey, Assistant Secretary
<PAGE>
BRYAN CAVE LLP
3500 ONE KANSAS CITY PLACE
1200 MAIN STREET
KANSAS CITY, MISSOURI 64105-2100
June 27, 1996
Butler National Corporation
1546 East Spruce Road
Olathe, Kansas 66061
Re: Opinion of Counsel as to Legality of 1,500,000 Shares of Common Stock to
be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 1,500,000 shares of Common Stock, $.01
par value, of Butler National Corporation (the "Company") offered pursuant to
the Butler National Corporation 1995 Nonqualified Stock Option Plan (the
"Plan").
As counsel for the Company, we advise you that it is our opinion, based on
our familiarity with the affairs of the Company, upon our examination of
pertinent documents and in reliance upon an opinion to us of Minnesota counsel
acceptable to us, that the 1,500,000 shares of Common Stock to be offered by
the Company under the Plan, will, when paid for and issued in accordance with
the Plan, be legally issued, fully paid and nonassessable shares of Common
Stock of the Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
BRYAN CAVE LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report date June 27, 1996,
included in Butler National Corporation's Form 10-K for the year ended April,
30, 1996, and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
June 27, 1996
