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 17, 1999
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 17, 1999, the Company reported the status of its Convertible
Debentures and the $1,000 Series B 6% Cumulative Convertible Preferred Stock
since the original issues in 1996 and 1997. The Company issued a face value
of $1,250,000 of Convertible Debentures and $1,500,000 of Convertible
Preferred Stock. As of May 17, 1999, the outstanding face values are $618,000
and $633,000 respectively. Shares of common stock issued are 904,832 and
2,441,837 respectively (See Table 1). The shares were issued to accredited
investors. The transactions were executed in reliance upon the exemption from
registration afforded by Regulation S as promulgated be the Securities and
Exchange Commission, under the Securities Act of 1933, as amended.
Table 1.
<TABLE>
CLASS B CONVERTIBLE PREFERRED:
Shares of
Date Face Value Comm Issued
<S> <C> <C> <C>
Original Issue Dec-97 $1,500,000
Total Class B Conv Pref Issued $1,500,000
Converted to Common Stock (715,000) 1,389,099
through May 21, 1998
Balance outstanding May 21, 1998: $ 785,000 1,389,099
Converted after May 21, 1998:
through April 30, 1999 ( 92,000) 617,956
Balance at April 30, 1999 $ 693,000 2,007,055
Converted 4/30 through 5/17/99 ( 60,000) 434,782
Balance at May 17, 1999 $ 633,000 2,441,837
CONVERTIBLE DEBENTURE
Original Issue Jun-96 $ 750,000
Nov-96 500,000
Total conv. deb. 1,250,000
Converted to Common Stock
through May 21, 1998 (600,000) 737,992
Balance outstanding May 21, 1998 $ 650,000 737,992
Converted after May 21, 1998:
through April 30, 1999 - -
Balance at April 30, 1999 $ 650,000 737,992
Converted 4/30 through 5/17/99 ( 32,000) 166,840
Balance at May 17, 1999 $ 618,000 904,832
TOTAL CLASS B CONV. PREFERRED AND CONVERTIBLE DEBENTURE
Original Issue Jun-96 $ 750,000
Nov-96 500,000
Dec-97 1,500,000
Total Issued $ 2,750,000
Total Converted to Common Stock
through May 21, 1998 (1,315,000) 2,127,091
Total balance outstanding May 21, 1998 $ 1,435,000 2,127,091
Total Converted after May 21, 1998
through April 30, 1999 $ (92,000) 617,956
Total balance at April 30, 1999 $ 1,343,000 2,745,047
Total Converted 4/30 through 5/17/99 (92,000) 601,622
Total Balance at May 17, 1999 $ 1,251,000 3,346,669
</TABLE>
CONVERSION RIGHTS OF THE CONVERTIBLE INSTRUMENTS ARE AS FOLLOWS:
Convertible Debentures, issued 1996, (the Debentures):
Under the amendment to subscription agreement signed on April 30, 1999, the
Holders of the Debentures will be allowed to convert up to ten percent (10%)
of the face value of the Debentures into common stock in any month until the
entire issue is converted. With current face value of $650,000, $65,000 per
month is convertible under the plan. However, when the closing bid price is
above $1.45 for three trading days, the Holders will be allowed to convert up
to a total of 30% per month or $195,000 of face value of the Debentures. This
conversion amount will increase five percent for each $.20 increase in market
price. The agreed upon conversion price is eighty percent (80%) of the
average bid price for the previous five trading days.
As of April 30, 1999, the Holders represented that no common shares were
owned. Sales of any newly converted common shares, will be limited to the
greater of $25,000 or twenty percent (20%) of the previous weeks trading
volume. The Holders are allowed to convert $52,000 of face value as free
trading fee shares. The Holders have agreed to waive all current and future
dividends.
All transactions will be handled through one broker selected and agreed upon
by the parties. The broker will report all activity on a weekly basis.
The Holders also will receive 325,000 three-year warrants to purchase
restricted common stock at $1.45 per share.
Class B Convertible Preferred Stock, issued in 1997, (the "Preferred"):
Under the agreement signed on January 25, 1999, the Holders of the Preferred
will be allowed to convert up to ten percent (10%) of the face value of the
Preferred into common stock in any month until the entire issue is converted.
With current face value of $785,000, $78,500 per month is convertible under
the plan. However, when the bid price is above $1.45 for three trading days,
the Holders will be allowed to convert up to a total of 30% per month or
$235,500 of face value of the Preferred. This conversion amount will increase
five percent for each $.20 increase in market price. The agreed upon
conversion price is seventy percent (70%) of the average bid price for the
previous five trading days.
As of January 25, 1999, with the exception of 30,000 common shares currently
owned by the Holders, sales of the previously converted common shares owned by
the Holders, 148,849 shares, plus any newly converted common shares, will be
limited to the greater of $30,000 or twenty-five percent (25%) of the previous
weeks trading volume. Additionally, accrued dividends ($58,875) on the
Preferred Stock will be paid in shares of common stock at $.57 per share. The
Holders have agreed to waive all future dividends.
All transactions will be handled through one broker selected and agreed upon
by the parties. The broker will report all activity on a weekly basis.
The Holders also will receive 770,000 three-year warrants to purchase
restricted common stock at $1.45 per share.
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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 17, 1999 /S/Clark D. Stewart
(Date) Clark D. Stewart
President and Chief Executive Officer
May 17, 1999 /S/Robert E. Leisure
(Date) Robert E. Leisure
Chief Financial Officer
