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As filed with the Securities and Exchange Commission on April 7, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BUTLER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Maryland 06-1154321
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
110 Summit Avenue
Montvale, NJ 07645
201/573-8000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
BUTLER SERVICE GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Full title of the Plan)
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Warren F. Brecht
Secretary
110 Summit Avenue
Montvale, New Jersey 07645
201/573-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Maura Ann McBreen, Esq.
Baker & McKenzie
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum
of Amount to Offering Aggregate Amount
to be be Regis- Price Per Offering Registra-
Registered (1) tered Unit (2) Price (2) tion Fee
- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common 250,000 $6.16 $1,540,000 $531.03
Stock, $.001
Par Value
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan(s) described herein.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the average of the high and low prices of the Common
Stock of the Registrant on the NASDAQ National Market System on April 3, 1995.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Butler International, Inc. (the "Company" or "Registrant") hereby
incorporates by reference the following documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's document referred to in (a) above; and
(c) the description of the Registrant's stock, par value $.001 per
share (the "Common Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated September 5, 1986, filed by the Company under Section 12 of
the Securities Exchange Act of 1934, and any amendment or report filed with the
Commission for the purpose of updating such description of common stock.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part thereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section EIGHTH of the Articles of Incorporation provides for the
indemnification of officers and directors subject to certain limitations.
Section 13 of the Company's By-Laws provides that the Company shall indemnify
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its directors and officers from liabilities and expenses incurred by reason of
the fact that such person is or was a director or officer. Section 13 further
authorizes the Company to maintain director and officer liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
(5) (i) Opinion of McBreen, McBreen & Kopko as to the legality of
the securities registered hereunder, such opinion also
containing the consent of McBreen, McBreen & Kopko.
(ii) Opinion of Baker & McKenzie as to compliance of the
written plan documents to the requirements of ERISA, such
opinion also containing the consent of Baker & McKenzie.
(24) Consent of Independent Auditors.
(25) Power of Attorney (contained on the signature page hereof).
Item 9. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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
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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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any 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 in the initial bona fide offering thereof.
(h) 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 of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful 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 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,
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thereunto duly authorized, in the City of Montvale, and State of New Jersey, on
the 7th day of April, 1995.
BUTLER INTERNATIONAL, INC.
By: /s/ Warren F. Brecht
-------------------------------
Warren F. Brecht
Secretary
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montvale, and State of
New Jersey, on the 7th day of April, 1995.
BUTLER SERVICE GROUP, INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
By: /s/ Warren F. Brecht
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Warren F. Brecht
Member of the Benefit Plan
Administrative Committee of
Butler Service Group, Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raymond J. LaCroix and Warren F. Brecht
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any an all capacities, to sign any and all amendments to this
registration statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in 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
attorneys-in-fact and agents or their 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 as of the 7th
day of April, 1995 and in the capacities indicated.
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Signature Title
- --------- -----
Chairman of the Board of
/s/ Edward M. Kopko Directors, President and
- ------------------- CEO
Edward M. Kopko (Principal Executive Officer)
/s/ Raymond J. LaCroix Senior Vice President and Chief
- ---------------------- Financial Officer
Raymond J. LaCroix (Principal Accounting Officer)
/s/ Warren F. Brecht
- -------------------- Vice President, Secretary
Warren F. Brecht and Treasurer
/s/ John F. Hegarty
- -------------------
John F. Hegarty Director
/s/ Frederick H. Kopko, Jr.
- ---------------------------
Frederick H. Kopko, Jr. Director
/s/ Hugh G. McBreen
- -------------------
Hugh G. McBreen Director
/s/ Nikhil S. Nagaswami
- -----------------------
Nikhil S. Nagaswami Director
EXHIBIT INDEX
5. (i) Opinion of McBreen, McBreen & Kopko as to the legality of the
securities registered hereunder, such opinion also containing the
consent of McBreen, McBreen & Kopko.
(ii) Opinion of Baker & McKenzie as to compliance of the written plan
documents to the requirements of ERISA, such opinion also containing
the consent of Baker & McKenzie.
24. Consent of Independent Auditors.
25. Power of Attorney (contained on the signature page hereof).
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Exhibit No. 5(i)
April 7, 1995
Butler International, Inc.
110 Summit Avenue
Montvale, New Jersey 07645
RE: REGISTRATION STATEMENT ON FORM S-8
BUTLER SERVICE GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Ladies and Gentlemen:
We have acted as special counsel to Butler International, Inc., a
Maryland corporation (the "Company") in preparing a Registration Statement on
Form S-8 (the "Registration Statement") relating to the Company's Supplemental
Executive Retirement Plan (the "Plan") filed by the Company with the Securities
and Exchange Commission covering 250,000 shares of common stock, $.001 par value
(the "Shares"), of the Company issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be duly and validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McBreen, McBreen & Kopko
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McBreen, McBreen & Kopko
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Exhibit No. 5(ii)
April 3, 1995
Butler International, Inc.
110 Summit Avenue
Montvale, New Jersey 06745
RE: REGISTRATION STATEMENT ON FORM S-8
BUTLER SERVICE GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Ladies and Gentlemen:
We have acted as counsel to Butler International, Inc., a Maryland
corporation (the "Company"), in preparing a Registration Statement on Form S-8
(the "Registration Statement") relating to the Butler Service Group, Inc.
Supplemental Executive Retirement Plan (the "Plan") filed by the Company with
the Securities and Exchange Commission covering 250,000 shares of common stock,
$.001 par value, of the Company issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records, documents,
and other instruments as in our judgment are necessary or appropriate in order
to express the opinion hereinafter set forth, including, without limitation, the
Plan and the Butler Service Group, Inc. Supplemental Executive Retirement Plan
Summary of Plan Provisions. We have not made an independent investigation of the
facts set forth in such documents or in the other materials we have examined in
preparing the documents or this opinion. We have consequently relied on the
authenticity and accuracy of the information presented in such documents or
otherwise furnished to us. We have also assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
In reaching our opinion we have relied upon representations made to us
by the Company that the Plan is unfunded and is maintained by the Company
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees.
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Based on the foregoing, we are of the opinion that the provisions of
the written documents constituting the Plan comply with the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
pertaining to such provisions.
To the extent any of the statements, representations or assumptions we
have relied upon in issuing this opinion as described above are inaccurate or
incorrect, our opinion might be adversely affected and may not be relied upon.
Our opinion is based on ERISA regulations and authorities as of the date hereof.
Subsequent developments could have a material impact on our opinion.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Baker & McKenzie
By:/s/Maura Ann McBreen
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Maura Ann McBreen
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Exhibit No. 24
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Butler International, Inc. on Form S-8 of our reports dated March 14, 1995,
appearing in the Annual Report on Form 10-K of Butler International, Inc. for
the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Parsippany, New Jersey
April 7, 1995
