As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 333-7735
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
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
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)
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]
This Form S-8 consists of 9 pages (including exhibits). The index to exhibits
is set forth on page 7.
<PAGE>
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, 1,500,000 $2.40625(1) $3,609,375(1) -2-
$.01 par value shares
</TABLE>
(1)Estimated soley for the purpose of determining the registration fee
pursuant to the 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.
(2)Paid with initial filing.
INTRODUCTION
This Post Effective Amendment No. 1 to Registration Statement on Form S-8
is filed by Butler National Corporation (the "Corporation") relating to the to
the Butler National 1995 Non-Qualified Stock Option Plan. The Plan has been
amended to extend the expiration date for the Plan to December 31, 2010.
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.
PART II
Item 3. Incorporation of Documents by Reference
The documents listed in paragraphs (a) through (c) below are
hereby incorporated by reference in this Registration Statement. All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered herein 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 hereto from the date
of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended April
30, 1997.
(b) All other reports filed by Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the above-referenced Annual Report.
<PAGE>
(c) The Registrant's Registration Statement on Form 10 (Registration No.
0-1678-1) filed with the Commission on August 30, 1965.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Company's Restated Articles of Incorporation, Amended
Bylaws and/or Delaware 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 not
carry any directors and officers insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Page
4(a) Butler National Corporation 1995 Non-Qualified
Stock Option Plan.................................... *
4(b) Amendment No. 1 to the 1995 Non-Qualified Stock
Option Plan......................................... 9
5(a) Opinion and Consent of Bryan Cave as
to the legality of the securities being registered... *
23(a) Consent of Bryan Cave (included in Exhibit
5(a))................................................. *
23(b) Consent of Arthur Andersen, LLP,
Independent public accountants...................... 8
<PAGE>
* Incorporated by reference from the Corporation Registration Statement
on Form S-8 (Registration No. 333-7735) filed with the Commission on July 8,
1996.
Item 9. Undertakings.
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 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining the 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.
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 for expenses incurred or paid by a director, officer or
controlling person of the Registrant in the unsuccessful 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 Securities 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
Post-Effective Amendment No. 1 to 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 13th day of February, 1998.
BUTLER NATIONAL CORPORATION
By:/S/Clark D. Stewart
Clark D. Stewart
President and Chief Executive Officer
The remainder of this page is intended to be blank.
<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
Post-Effective Amendment No. 1 to 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 13, 1998
Clark D. Stewart Officer and Director (Principal
Executive Officer)
/S/Edward J. Matukewicz Treasurer and Chief Financial February 13, 1998
Edward J. Matukewicz Officer (Principal Financial
and Accounting Officer)
/S/R. Warren Wagoner Director February 13, 1998
R. Warren Wagoner
/S/William A. Griffith Director February 13, 1998
William A. Griffith
/S/William E. Logan Director February 13, 1998
William E. Logan
/S/David B. Hayden Director February 13, 1998
David B. Hayden
<PAGE>
EXHIBIT INDEX
Exhibit
Number
4(a) Butler National Corporation 1995 Non-Qualified
Stock Option Plan....................................... *
4(b) Amendment No. 1 to the 1995 Non-Qualified
Stock Option Plan....................................... 9
5(a) Opinion and Consent of Bryan Cave as
to the legality of the securities being registered...... *
23(a) Consent of Bryan Cave (included in Exhibit
5(a))................................................. *
23(b) Consent of Arthur Andersen, LLP,
Independent public accountants............................. 8
* Incorporated by reference from the Corporation Registration Statement
on Form S-8 (Registration No. 333-7735) filed with the Commission on July 8,
1996.
The remainder of this page is intended to be blank.
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 amend the 1995
Non-Qualified Stock Option Plan, File No. 333-7735, for 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(b)
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
Clark D. Stewart
President and Chief Executive Officer
