SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 21, 1998
BUTLER NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-1678 41-0834293
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
11920 West 161st Street, Olathe, Kansas 66062
(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:
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On May 21, 1998, the Company reported the status of the $1,000
Series B 6% Cumulative Convertible Preferred Stock since March 5, 1998. The
Company issued 742,452 shares of commons stock, $.01 par value, for $335,000
face value of the $1,000 Series B 6% Preferred Stock. The shares were issued
to accredited investors. The transactions were 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.
Item 5. Other Events.
Discontinued Operations of Distribution Subsidiary, RF, Inc.
As previously reported, the Company, since January 1998, has been
in the process of discontinuing the operations of its distribution subsidiary,
RF, Inc. On May 13, 1998, under the direction of one creditor attempting to
improve its position, a petition for involuntary bankruptcy was filed and
approved by the court. RF, Inc. immediately converted the proceedings to
Chapter 11 of the bankruptcy code. RF, Inc. plans to continue to wrap up its
affairs under the guidance of the court. As reported for many years, all the
assets of RF, Inc. are pledged as security for a bank loan. The Company
believes that RF, Inc.'s plan satisfies and is acceptable to all remaining
creditors. The Company believes that the wrap up of RF, Inc. does not impact
the other operations of the Company.
Notification by NASDAQ
The Company received a notification from NASDAQ that its common
shares trading under the symbol "BUKS" has failed to maintain a closing bid
price of $1.00 or more for the previous 30 trading days. As a result, the
Company's stock trading on the NASDAQ small cap market could be subject to
delisting as of August 6, 1998, if the stock does not maintain a closing bid
price of $1.00 or more for ten consecutive trading days before that date. The
Board of Directors is determined to avoid the possible delisting and is
considering possible alternative plans of action. With the exception of the
closing bid price requirement, the Company believes that it meets all the
other NASDAQ listing requirements including total assets, shareholder equity,
outstanding shares, etc.
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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 authorized.
Butler National Corporation
(Registrant)
May 21, 1998 /S/Clark D. Stewart
(Date) Clark D. Stewart, President
and Chief Executive Officer
May 21, 1998 /S/Edward J. Matukewicz
(Date) Edward J. Matukewicz, Treasurer
and Chief Financial Officer
