SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 27, 1996
BUTLER NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 0-1678 41-0834293
(STATE OF INCORPORATION) (COMMISSION FILE NO) (IRS EMPLOYER IDENTIFICATION NO)
1546 EAST SPRUCE ROAD, OLATHE, KANSAS 66061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (913) 780-9595
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR IF CHANGED SINCE LAST REPORT:
NOT APPLICABLE
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
ON NOVEMBER 27, 1996, THE COMPANY COMPLETED A PRIVATE PLACEMENT WHICH WAS
EXECUTED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY
REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION, UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AS THE SECURITIES WERE OFFERED AND SOLD
SOLELY OUTSIDE THE UNITED STATES. THE COMPANY ISSUED A 8.0% CUMULATIVE
CONVERTIBLE DEBENTURE DUE NOVEMBER 27, 1998 IN THE AMOUNT OF $500,000. THE
SECURITIES WERE NOT PUBLICLY OFFERED. THE SECURITIES WERE SOLD TO A SINGLE
ACCREDITED INVESTOR. NET PROCEEDS OF THE OFFERING WERE $450,000, AFTER
DEDUCTING LEGAL, ACCOUNTING, AND CONSULTING EXPENSES OF THE OFFERING. THE TERMS
OF CONVERSION ALLOW THE HOLDER, AT ITS OPTION, AT ANY TIME COMMENCING 45 DAYS
AFTER ISSUETO CONVERT ONE-THIRD OF THE ORIGINAL PRINCIPAL AMOUNT OF THE
DEBENTURE INTO SHARES OF THE COMPANY'S COMMON STOCK, $0.01 PAR VALUE PER SHARE,
AT A CONVERSION PRICE FOR EACH SHARE OF COMMON STOCK EQUAL TO 70% OF THE FIVE
DAY AVERAGE CLOSING BID FOR THE FIVE DAYS PRIOR TO CLOSING (THE "CONVERSION
PRICE"). AT THE TIME A CONVERSION IS EXERCISED, IF THE CLOSING BID PRICE OF
THE STOCK HAS DROPPED BELOW 70% OF THE FIVE DAY AVERAGE CLOSING BID FOR THE FIVE
DAYS PRIOR TO CLOSING, THEN IN SUCH EVENT THE INVESTOR SHALL ONLY RECEIVE THE
PRINCIPAL AMOUNT OF HIS CONVERSION IN COMMON STOCK BASED ON THE CLOSING BID FOR
THE DAY OF CONVERSION, PLUS ACCRUED INTEREST PAYABLE IN CASH OR KIND AT THE
OPTION OF THE COMPANY. AN ADDITIONAL ONE-THIRD IS CONVERTIBLE AT ANYTIME 75
DAYS AFTER ISSUE AT THE CONVERSION PRICE AND AN ADDITIONAL ONE-THIRD IS
CONVERTIBLE AT ANYTIME 90 DAYS AFTER ISSUE AT THE CONVERSION PRICE. THE SHARES
ARE SUBJECT TO A MANDATORY, 24 MONTH CONVERSION FEATURE AT THE END OF WHICH ALL
SHARES OUTSTANDING WILL BE AUTOMATICALLY CONVERTED AT THE CONVERSION PRICE.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
BUTLER NATIONAL CORPORATION
(REGISTRANT)
DECEMBER 9, 1996 CLARK D. STEWART
DATE CLARK D. STEWART, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
DECEMBER 9, 1996 STEPHANIE S. RUSKEY
DATE STEPHANIE S. RUSKEY, VICE PRESIDENT
AND CHIEF FINANCIAL AND ACCOUNTING
OFFICER
