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)
Consultant Agreement
(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, 750,000 $.84375 $632,812 $186.68
$.01 par value
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
<PAGE>
PART I
The documents containing information specified in this Part I are being
separately provided to the Registrant's consultants as specified by Rule 428
(b) (1).
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.
(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.
<PAGE>
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
Numbers
5(a) Opinion of Bryan Cave LLP, legal counsel.
10(a) Financial Consulting Agreement between the Company and Worldwide
Corporate Finance, dated October 28, 1997.
23(a) Consent of Bryan Cave LLP (included in Exhibit 5.a).
23(b) Consent of Arthur Andersen LLP, independent public accountants.
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.
<PAGE>
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.
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
17th 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 17, 1998
Clark D. Stewart Officer and Director (Principal
Executive Officer)
/S/Edward J. Matukewicz Treasurer and Chief Financial February 17, 1998
Edward J. Matukewicz Officer (Principal Financial
and Accounting Officer)
/S/R. Warren Wagoner Director February 17, 1998
R. Warren Wagoner
/S/William A. Griffith Director February 17, 1998
William A. Griffith
/S/William E. Logan Director February 17, 1998
William E. Logan
/S/David B. Hayden Director February 17, 1998
David B. Hayden
The remainder of this page is intended to be blank.
EXHIBIT INDEX
Exhibit
Number
5(a) Opinion of Bryan Cave LLP.
10(a) Financial Consulting Agreement between the Company and Worldwide
Corporate Finance, dated October 28, 1997.
23(a) Consent of Bryan Cave LLP (included in Exhibit 5.a).
23(b) Consent of Arthur Andersen LLP.
<PAGE>
PROSPECTUS
750,000 Shares
Common Stock
BUTLER NATIONAL CORPORATION
CONSULTANT AGREEMENT
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________
This Prospectus relates to 750,000 shares of Common Stock of Butler National
Corporation, a Delaware corporation (the "Company"), subject to an agreement
(the "Agreement") entered into by and between the Company and a consulting
firm (a "Consultant").
Consultants who are affiliates of the Company, as such term is defined in
Rule 504 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), may not resell under this Prospectus shares of the
Company's Common Stock received pursuant to the Agreements. Any other
Consultants, however, may from time to time sell, without restrictions,
shares of the Common Stock received pursuant to such Agreements.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.
The date of this Prospectus is February 20, 1998.
<PAGE>
The Company hereby undertakes to provide to each person to whom this
Prospectus is delivered, without charge, upon written or oral request of such
person, a copy of any and all documents required to be delivered pursuant to
Rule 428(b) under the Securities Act and a copy of any or all of the other
documents that have been incorporated by reference in the Registration
Statement on Form S-8, covering the shares of Common Stock under the
Agreements, filed with the Securities and Exchange Commission concurrently
herewith. Those documents are herein incorporated by reference and may be
obtained by contacting Edward J. Matukewicz, Treasurer, Butler National
Corporation, 1546 East Spruce Road, Olathe, Kansas 66061, telephone number
(913) 780-9595.
TABLE OF CONTENTS
Page
Introduction........................................................... 3
Description of the Agreement......................................... 3-4
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection
with the Agreements described in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offering in
any State in which such offering may not lawfully be made.
<PAGE>
INTRODUCTION
The Prospectus relates to 750,000 shares of Common Stock of the Company
issuable under the Financial Consulting Agreement (the "Agreement") dated
October 28, 1997, entered into by and between the Company and Worldwide
Corporate Finance, a California corporation ("WCF"). A Registration Statement
on Form S-8 (the "Registration Statement") with respect to such shares of
Common Stock has been filed with the Securities and Exchange Commission
concurrently herewith. This Prospectus, which forms a part of such
Registration Statement, sets forth information concerning the Agreement and
the Company and is being distributed to Consultant pursuant to the Securities
Act.
The Company's principal executive offices are located at 1546 East Spruce
Road, Olathe, Kansas 66061, telephone number (913) 780-9595.
DESCRIPTION OF THE AGREEMENT
Description of the Agreement The Agreement provides for the issuance of
two hundred fifty thousand (250,000) shares of the Company's Common Stock
valued at Ninety Cents ($0.90) per share in lieu of cash consideration for
performance of certain consulting services and the exercise of the following
options under the Agreement. WCF is granted the option to purchase one
hundred thousand (100,000) shares of the Company's Common Stock at One dollar
($1.00) per share; one hundred thousand (100,000) shares of the Company's
Common Stock at One Dollar Fifteen Cents ($1.15) per share; one hundred
thousand (100,000) shares of the Company's Common Stock at One Dollar Thirty
Cents ($1.30) per share; one hundred thousand (100,000) shares of the
Company's Common Stock at One Dollar Forty-Five Cents ($1.45) per share; and
one hundred thousand (100,000) shares of the Company's Common Stock at One
dollar Seventy-Five Cents ($1.75) per share. The options at One Dollar
($1.00) and One Dollar Fifteen Cents ($1.15) are exercisable until April 30,
1998. The options at One Dollar Thirty Cents ($1.30), One Dollar Forty-Five
Cents ($1.45), and One Dollar Seventy-Five Cents ($1.75) are exercisable
until October 28, 1998. The services to be provided by WCF under the
Agreement include acting as liaison for the Company with respect to any
investment bankers, institutional investors, selling agents and/or
broker-dealers utilized by the Company, engaging market makers for the
Company's traded securities and supervising shareholder and investor
relations.
Termination of the Agreement. The Agreement terminates on October 28,
1998.
Administration of the Agreements. The Agreement is administered by the
Chief Executive Officer of the Company. The officers are elected by the
Company's Board of Directors and serve at the discretion of the Board, until
their respective successors are elected and qualify. Such officers have the
authority to construe and interpret any of the provisions of the Agreements.
<PAGE>
Material Relationships. Other than as disclosed herein, such officers
and directors of the Company have no material relationships with the Company,
its employees, or its affiliates.
ERISA. The Agreements and the Common Stock issuable thereunder are not
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Source For Securities Covered By the Agreements. The shares subject to
the Agreements will be newly issued shares of Common Stock issued by the
Company and are not expected to be purchased in the open market.
Restrictions on Transfer of Stock. Common Stock issued pursuant to the
Agreements may be sold, assigned, gifted, pledged, hypothecated, encumbered or
otherwise transferred or alienated in any manner by the holder(s) thereof,
subject however to such other restrictions as may be contained in the
Agreements and also subject to compliance with any applicable federal, state
or other local law, regulation or rule governing the sale or transfer of stock
or securities.
Affiliates of the Company may not sell shares of Common Stock acquired
pursuant to this Prospectus unless such shares have been registered under the
Securities Act by the Company for resale by Affiliates or an exemption for
such registration is available. Rule 144, promulgated under the Securities
Act, which contains limitations on the manner of sale and the amount of shares
that may be sold, provides an exemption from registration under the Securities
Act.
Tax Effect of Agreements
The Company has not investigated the tax implications of the Agreements
to the persons who acquire Common Stock thereunder. Consultants who receive
Common Stock should consult their own tax advisors as to the tax consequences
to them. No representations regarding any such tax consequences are made by
the Company.
<PAGE>
Exhibit 23(a)
January 28, 1998
Butler National Corporation
1546 East Spruce Road
Olathe, Kansas 66061
Ladies and Gentlemen:
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 750,000 shares of the Corporation's common stock par value $.01 per share
(the "Common Stock"), issuable under the 1997 Consultant Agreement (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 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
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 750,000 shares
of common stock of Butler National Corporation, of our report date July 26,
1997, included in the 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
