As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BUTLER NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0834293
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
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)
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, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, $3,500,000 $.84375 $2,953,125 $871.17
$.01 par value
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Butler National
Corporation (the "Corporation") relating to 3,500,000 shares of its Common
Stock, par value $.01 per share ("Common Stock") issuable pursuant to the
Butler National Corporation 1995 Non-Qualified Stock Option Plan. The Plan
has been amended to authorize the issuance of the Common Stock pursuant to
the Plan. Except as modified hereby, the contents of the Corporation's
Registration Statement of Form S-8 (File No. 333-7735) as filed with the
Securities and Exchange Commission (the "Commission") on July 8, 1996, is
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description
4 (a) Amendment No. 1 to the Plan
5 (a) Opinion of Bryan Cave, LLP
23(a) Consent of Bryan Cave, LLP (included in Exh. 5(a))
23(b) Consent of Arthur Andersen, LLP
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 this
16th day of February, 1998.
BUTLER NATIONAL CORPORATION
By: /S/Clark D. Stewart
Clark D. Stewart
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
The undersigned officers and directors of Butler National Corporation
hereby constitute and appoint Clark D. Stewart and Edward J. Matukewicz 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/Clark D. Stewart President and Chief Executive February 16, 1998
Clark D. Stewart Officer and Director(Principal
Executive Officer)
/S/Edward J. Matukewicz Treasurer and Chief Financial February 16, 1998
Edward J. Matukewicz Officer (Principal Financial
and Accounting Officer)
/S/R. Warren Wagoner Director February 16, 1998
R. Warren Wagoner
/S/William A. Griffith Director February 16, 1998
William A. Griffith
/S/William E. Logan Director February 16, 1998
William E. Logan
/S/David B. Hayden Director February 16, 1998
David B. Hayden
<PAGE>
EXHIBIT INDEX
Exhibit
Number
4(a) Amendment No. 1 to the Plan
5(a) Opinion of Bryan Cave LLP.
23(a) Consent of Bryan Cave LLP (included in Exhibit 5(a))
23(b) Consent of Arthur Andersen LLP.
The remainder of this page is intended to be blank.
</TABLE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8) to register 3,500,000
shares of common stock of Butler National Corporation, of our report
date July 26, 1997, included in Butler National Corporation's Annual Report
on Form 10-K for the year ended April 30, 1997, and to all references to our
firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
February 20, 1998
Exhibit 4(a)
AMENDMENT NO. 1 TO THE 1995 NON-QUALIFIED STOCK OPTION PLAN
The 1995 Non-Qualified Stock Option Plan is hereby amended to increase
the number of shares authorized by 3,500,000 shares, making the total number
of authorized shares 5,000,000, and the expiration date is changed to
December 31, 2010, as of this 2nd day of November, 1997.
BUTLER NATIONAL CORPORATION
By:/S/Clark D. Stewart
President and Chief Executive Officer
Exhibit 23(a)
February 16, 1998
OPINION AND CONSENT OF BRYAN CAVE LLP
We have acted as counsel to Butler National Corporation, a Delaware
corporation (the "Corporation"), in connection with the registration under
the Securities Act of 1933, as amended on Form S-8 (the "Registration
Statement") of 3,500,000 shares of the Corporation's common stock par value
$.01 per share (the "Common Stock"), issuable under the 1995 Non-Qualified
Stock Option Plan (the "Plan") of Butler National Corporation. Such shares
of Common Stock issuable pursuant to the Plan are herein referred to as "the
Shares". As such counsel, we have examined and relied upon originals or
copies, certified or otherwise, identified to our satisfaction of such
corporate records, agreements, documents, instruments and certificates of
officers and representatives of the Corporation and have made such
investigations of law, as we deem necessary or appropriate in order to enable
us to render the opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of the opinion that
the Shares have been duly and validly authorized for issuance and will be,
when issued and delivered pursuant to the term and conditions set forth in the
Plan, validly issued, fully paid and nonassessable.
The opinion stated herein, is as of the date hereof, and we assume no
obligation to update or supplement this legal opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur. This legal opinion is limited to the matters stated
herein and no opinion is implied or may be inferred beyond the matters
expressly stated.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BRYAN CAVE LLP
