<PAGE>
As filed with the Securities and Exchange Commission
on May 18, 1995
Registration No.
FORM S-3
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BUTLER INTERNATIONAL, INC.
-----------------------------------------------------
(Exact name of registrant as specified in it charter)
Maryland
-------------------------------
(State or other jurisdiction of
incorporation or organization)
06-1154321
------------------------------
(I.R.S. Employer
Identification No.)
110 Summit Avenue, Montvale, New Jersey 07645 (201) 573-8000
-------------------------------------------------------------
(Address, including zip code,
and telephone number, including area code,
of registrant's principal executive offices)
Warren F. Brecht, Secretary,
110 Summit Ave., Montvale, NJ 07645 (201) 573-8000
-----------------------------------------------------------
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale
to the public: As soon as practicable after the
effective date of this Registration Statement
If the only Securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[X]
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, other than Securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.
[X]
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Each Class Amount to be Proposed Maximum Proposed maximum Amount of
of Securities registered offering price per aggregate offering registration
unit* price fee
- ------------------- ------------ ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 $6.625 $993,750 $342.67
$.001 par value
</TABLE>
* Estimated solely for purposes of calculating the registration fee. The
average of the high price per share of $6.75 and low price per share of
$6.50 quoted by the National Association of Securities Dealers Automated
Quotation System for May 9, 1995 was $6.625.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement will become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
BUTLER INTERNATIONAL, INC.
150,000 SHARES
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
The shares of Common Stock of Butler International, Inc. (the "Company" or
"Butler") to which this Prospectus relates will be issued by the Company to the
persons described under "Selling Security Holders" at prevailing market prices
in the over-the-counter market or otherwise through registered brokers or
dealers. The respective Selling Security Holders will pay any brokerage fees or
commissions relating to the sales by them. See "Plan of Distribution". The
Common Stock is quoted on the NASDAQ National Market System (BUTL).
The shares of Common Stock of Butler, par value $.001 per share (generally
referred to as "Common Shares") were acquired by the Selling Security Holders
upon the exercise of two certain warrants, issued to each of the respective
Selling Security Holders, dated June 10, 1993 (each, a "Selling Security Holder
Warrant", and collectively, the "Selling Security Holder Warrants"). On May 8,
1995, the Selling Security Holder Warrants were exercised to acquire 90,000 and
60,000 Common Shares, respectively, upon the payment of $3.62 per Common Share,
or a total of $543,000 (150,000 shares at $3.62 per share). See Note 2 under
"Selling Security Holders".
THE COMPANY WILL RECEIVE NO ADDITIONAL PROCEEDS IN CONJUNCTION WITH
THIS OFFERING.
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 OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS".
1
<PAGE>
The expenses of preparing and filing the Registration Statement of which
this Prospectus is a part are being borne by the Company.
No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained herein in
connection with the offering contained in this Prospectus and, if given or made,
such information or representation must not be relied upon. This Prospectus does
not constitute an offering by the Selling Security Holders of any securities
other than those to which it relates or in any jurisdiction in which such
offering may not lawfully be made. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company or the information
herein since the date hereof.
_____________________
The date of this Prospectus is May 18, 1995.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation by Reference................. 3
Available Information...................... 3
The Company................................ 4
Risk Factors............................... 4
Selling Security Holders................... 7
Description of Capital Stock............... 9
Plan of Distribution....................... 11
Indemnification of Directors and Officers.. 11
</TABLE>
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus; (i) the
Company's Form 10-K for the year ended December 31, 1994; and (ii) the Company's
10-Q for the quarter ended March 31, 1995. All documents subsequently filed by
the Company pursuant to Sections 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 de-registers all
securities then remaining unsold, will be deemed to be incorporated by reference
in this Prospectus and to be a part of it from the date of filing of those
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement 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 Prospectus.
Copies of all documents which are incorporated by reference will be provided
without charge to anyone to whom this Prospectus is delivered upon a written or
oral request to Warren F. Brecht at Butler International, Inc., 110 Summit
Avenue, Montvale, New Jersey, 07645, telephone number (201) 573-8000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with that Act files reports and other
information with the Securities and Exchange Commission. All reports, proxy
statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at Regional Offices of the Commission located at
Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois, 60661-2511, and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.
3
<PAGE>
THE COMPANY
Butler International, Inc. ("the Company"), through its subsidiaries, is a
leading provider of technical services and solutions to companies throughout the
world. The Company provides services on a contract basis to clients in a wide
variety of industries, including telecommunications, aerospace, electronics and
energy. Contract services are utilized by the Company's clients for staff
augmentation, project management, and outsourcing of particular programs and
functions. As of March 19, 1995, the Company had more than 7,500 employees, of
which 7,000 provided these services, generally at client facilities, from a
network of over 60 offices in the United States and abroad. Through its
international operations, the Company currently provides similar services from
offices in the United Kingdom, Canada, Indonesia, Mexico, Venezuela, and South
Africa.
Based on 1994 net sales and the number of offices, as published in the NTSA
Directory (which lists over 150 firms), the Company is among the five largest
companies in the domestic technical services industry. In 1994, the Company had
net sales of $393.2 million from its domestic and foreign operations. A
substantial amount of the Company's 1994 net sales were derived from companies
included in the "Fortune 500" companies list.
In 1994, the Company's net sales grew by $85.5 million or 28% (from $307.7
million in 1993 to $393.2 million in 1994) as the overall business climate
continued to improve and had a positive impact on the Company's operating
performance in 1994. The Company's overall strategy is to continue the
development of solution services while it aggressively grows its specialty
groups, thereby increasing margins and profits. Although gross margins were
flat in 1994 as compared to 1993, gross margins should be improved by offering
new services, providing a broader range of services and solutions to its
existing clients, and completing strategic acquisitions in its Technology
Solutions business. During the latter part of 1994, the Company acquired two
computer service companies and added them to its existing Technology Solutions
business.
The Company was incorporated in Maryland as North American Ventures, Inc.
("NAVI") on November 27, 1985. NAVI acquired its principal subsidiary, Butler
Service Group, Inc. ("BSG") on January 30, 1987. The name of NAVI was changed
in June, 1992, to Butler International, Inc. to identify it more closely with
its primary business and the business of its principal subsidiary after the
Company disposed of other operations in 1989. The principal executive offices
of the Company are located at 110 Summit Avenue, Montvale, New Jersey 07645, and
its telephone number is (201) 573-8000.
RISK FACTORS
The Common Shares offered by this Prospectus involves a high degree of
risk. Prior to making this investment, prospective investors should carefully
consider the following risks and speculative factors inherent in and affecting
the business of the Company and this offering.
Dependence on Revolving Credit Facility
---------------------------------------
Butler is dependent upon its $50 million revolving credit facility
with its principal lender ("Credit Facility") for most of its working capital
and letter of credit needs for domestic and Canadian operations. The Company
has recently borrowed the maximum amount available under its Credit Facility and
will have to
4
<PAGE>
increase the credit line or secure other financing alternatives in order to
continue its planned growth. Discussions are currently underway with its
principal lender and other potential lenders to address the Company's financial
needs for the short and medium term. The Company and Butler Service Group -
Canada, Ltd. have each guaranteed all obligations incurred or created under the
Credit Facility. The Company is also required to comply with certain
affirmative and financial covenants as amended. The Company is in compliance
with the aforementioned covenants.
Effect of Recession on Business and Profitability
-------------------------------------------------
In the past, the contract technical services industry was not
significantly affected by changes in the economic business cycle, as major
industries have tended to employ contract personnel in both recessionary and
growth periods. In 1991, however, the industry was impacted by significant
reductions in industries that were affected by both the recession and by
cutbacks in government spending. These reductions were primarily related to
certain types of industries and geographic areas and were largely prompted by
businesses being cautious about contracting for services in an uncertain
economic environment, the ending of the Cold War era and the deepening of the
federal budget crisis. In response to these conditions, Butler has implemented
cost reduction and restructuring measures, discontinued certain of its
businesses, initiated new business and marketing strategies, and redirected its
marketing to clients' non-governmental programs. Thereafter, Butler achieved a
profit of approximately $1.2 million from continuing operations in 1993, and a
profit of $1.7 million in 1994. However, there can be no assurance that the
level of Butler's business and its operating performance will continue to
improve.
No Assurance of Successful Expansion by Acquisition
---------------------------------------------------
Butler's strategy is to expand through internal growth as well as
through selected acquisitions of technical service businesses which may be
integrated into or complement Butler's existing business. There can be no
assurance, however, that suitable acquisition candidates will be identified,
that acquisitions can be consummated on acceptable terms, that appropriate
financing can be arranged or that any acquired companies can be integrated
successfully into Butler's operations. Failure to accomplish future
acquisitions could limit Butler's revenues and earnings growth potential.
Although Butler regularly reviews possible acquisition candidates, Butler has no
agreements, arrangements or understandings with respect to any proposed
transaction. As a result of the covenants under the Credit Facility, the
consent of Butler's principal lender will be required for certain acquisitions.
If an acquisition candidate is identified, there is no assurance that such
consent will be obtained.
Dependence Upon Key Personnel
-----------------------------
To date, the growth and operation of Butler's business has been
heavily dependent upon the efforts of Butler's Chairman of the Board and
President, Edward M. Kopko. Butler's operations could be adversely affected if,
for any reason, Mr. Kopko does not continue to be active in Butler's management.
Butler does not have a key man insurance policy on the life of Mr. Kopko.
5
<PAGE>
Control by Management
---------------------
Management of Butler currently controls approximately 37% of the
voting power of the outstanding Common Stock and Preferred Stock of Butler.
Furthermore, the ownership of Series B Preferred Stock gives management certain
rights to control actions by the Company. See "Description of Capital Stock --
Special Provisions to Reduce Possibilities of Change in Control." Butler also
has in effect several stock benefit plans pursuant to which directors and
officers have been granted options to acquire additional shares of Common Stock,
and Butler has from time to time loaned money on a non-recourse basis to
management for the purpose of acquiring additional shares of Common Stock, and
has from time to time forgiven all or portions of such loans. As the principal
stockholders, management has the ability to influence the policies and affairs
of Butler to a greater extent than other stockholders. In addition, the effect
of certain anti-takeover provisions, referred to below, is to grant management,
as the holders of more than 20% of Butler's voting stock, the ability to veto
actions requiring shareholder approval, even if such actions had been approved
by the holders of more than a majority of Butler's voting stock.
Anti-Takeover Provisions
------------------------
The Articles of Incorporation and Bylaws of Butler contain certain
"anti-takeover" and "fair price" provisions. Such provisions include a
requirement that at least 75% of the members of the Board of Directors must vote
to change the number and terms of office of the Board of Directors, a
prohibition against cumulative voting, a requirement that directors may be
removed only for cause and only by an affirmative vote of the holders of at
least 80% of the voting stock, a classified Board of Directors, a requirement
that most provisions of the Articles of Incorporation can be amended only by an
affirmative vote of the holders of at least 80% of the voting stock,
authorization of the Board of Directors to issue preferred stock without
stockholder approval, a requirement that 75% of the members of the Board of
Directors and 80% of the voting stock held by non-affiliated parties must
approve a merger or related transaction, a requirement that, in the event of
certain tender offers, the tender offeror must purchase all shares of Butler's
stock at a minimum price determined by formula, and a requirement that the
affirmative vote of holders of at least two-thirds of the Series B Preferred
Stock is required to approve the creation of debt or certain classes of
preferred stock. These provisions make it difficult for stockholders to change
management of Butler and may also preclude stockholders from receiving a premium
on their shares from a prospective acquiror. See "Description of Capital Stock-
- -Special Provisions to Reduce Possibilities of Change in Control."
Furthermore, under the Maryland General Corporation Law, certain
"business combinations" (including a merger, consolidation, share exchange, or,
in certain circumstances, an asset transfer or issuance or reclassification of
equity services) between a Maryland corporation and any person who beneficially
owns 10% or more of the voting power of its stock (an "Interested Stockholder")
must be (a) recommended by the directors of such corporation and (b) approved by
the affirmative vote of at least (i) 80% of the votes entitled to be cast by
holders of outstanding shares of voting stock other than stock held by the
Interested Stockholder with whom the business combination is to be effected,
unless, among other things, the corporation's common stockholders receive
minimum prices (as defined in the statute) for their shares and the
consideration is received in cash or in the same form as previously paid by the
Interested Stockholder for his shares. In addition, an Interested Stockholder
or any affiliate thereof may not engage in a "business combination" with the
corporation for a period of five years following the date such party becomes an
Interested Stockholder. These provisions
6
<PAGE>
of Maryland law do not apply, however, to business combinations that are
approved or exempted by the Board of Directors of the Company prior to the time
that the Interested Stockholder becomes an Interested Stockholder.
In addition, Butler's Series B Preferred Stock, which was issued in a
private placement commenced September 1992 to members of management and certain
related parties, provides that, subject to certain exceptions, Butler shall not,
and shall not permit any of its subsidiaries to, without the consent of holders
of 66 2/3% of the Series B Preferred Stock voting as a separate class, create,
incur, assume or permit to exist any debt, or create, authorize or issue any
class or series of preferred stock that ranks senior to or pari passu with the
Series B Preferred Stock as to dividends or distributions upon liquidation,
dissolution or winding up. Holders of 66 2/3% of the Series B Preferred Stock
and the Senior Preferred Stock (as defined herein) must also approve certain
amendments to Butler's Articles of Incorporation. See "Description of Capital
Stock--Special Provisions to Reduce Possibilities of Change in Control."
Shares Available for Future Sale; Dilution
------------------------------------------
An aggregate of 791,970 shares of Common Stock are issuable upon the
exercise of outstanding options and warrants, and 652,330 shares of Common Stock
are issuable upon conversion of Butler's outstanding preferred stock. Of the
1,444,300 shares of Common Stock issuable as described above, substantially all
of such shares, except those issuable upon conversion of the Series B Preferred
Stock, have been registered under the Securities Act for resale for the account
of selling security holders or may be sold under Rule 144. The issuance of a
significant number of shares of Common Stock and/or the sale of a significant
number of such shares by the selling security holders or others, could have an
adverse impact on the market price of the Common Stock.
SELLING SECURITY HOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to the Selling Security Holders:
<TABLE>
<CAPTION>
Number of Number of Shares Number of Number of Common
Common of Series B Common Shares Beneficially
Shares Preferred Stock Shares Owned After All Shares
Selling Security Beneficially Beneficially Registered Registered In This
Holder (1) (2) Owned Owned (3) Herein Prospectus Are Sold
- ---------------- ------------ --------------- ---------- ----------------------
<S> <C> <C> <C> <C>
Mary Elizabeth 140,867 (4) 532,989 (5) 90,000 (6) 50,867
Kopko
Hugh G. McBreen 112,289 (7) 481,847 (8) 60,000 (9) 52,289
</TABLE>
(1) Mary Elizabeth Kopko is the wife of Frederick H. Kopko, Jr. Messrs. Kopko
and McBreen are directors of the Company.
7
<PAGE>
(2) The Common Stock registered herein was acquired pursuant to the May 8, 1995
exercises of two warrants; (i) a warrant to purchase 90,000 shares of the
Company's common stock granted to Mary Elizabeth Kopko, assignee of
Frederick H. Kopko, Jr. (the "Kopko Warrant"); and (ii) a warrant to
purchase 60,000 shares of the Company's common stock granted to Hugh G.
McBreen (the "McBreen Warrant", and, together with the Kopko Warrant, the
"Warrants"). The Warrants were issued pursuant to an Agreement
("Agreement") dated May 26, 1993 among the Company, Butler of New Jersey
Realty Corp., a wholly-owned subsidiary of the Company ("Butler - NJ"),
Frederick H. Kopko, Jr. and Hugh G. McBreen. Pursuant to the Agreement,
Kopko and McBreen provided collateral to and executed personal guarantees
in favor of the Hyde Park Bank & Trust Company (the "Bank"), in order that
the Bank issue a letter of credit in favor of 110 Summit Limited
Partnership ("110") as collateral for a promissory note (the "Note") from
Butler - NJ as Borrower to 110 as Lender. The Note was issued in partial
payment for the purchase, by Butler- NJ, of the Company's headquarters
facilities in Montvale, New Jersey.
(3) Convertible into shares of Common Stock at a rate of .285 per share of
Series B Preferred Stock.
(4) Includes the 90,000 shares that were purchased by Mrs. Kopko upon exercise
of the Kopko Warrant. The remaining shares are beneficially owned by Mr.
Kopko (as to which Mrs. Kopko disclaims beneficial ownership). Such shares
include 8,333 shares that may be purchased upon exercise of options granted
under the 1989 Directors Stock Option Plan.
(5) Includes 38,019 shares owned by McBreen, McBreen & Kopko, as to which Mr.
Kopko shares voting and investment power and as to which Mrs. Kopko
disclaims beneficial ownership.
(6) Consists of the 90,000 shares that were purchased by Mrs. Kopko upon
exercise of the Kopko Warrant.
(7) Includes the 60,000 shares that were purchased upon exercise of the McBreen
Warrant, and 8,333 shares that may be purchased upon exercise of options
granted under the 1989 Directors Stock Option Plan.
(8) Includes 38,019 shares owned by McBreen, McBreen & Kopko, as to which Mr.
McBreen shares voting and investment power.
(9) Consists of the 60,000 shares that were purchased upon exercise of the
McBreen Warrant.
8
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Butler International, Inc. consists of
83,333,333 shares of Common Stock, par value $.001 per share, and 5,000,000
shares of Preferred Stock, par value $.001 per share ("Preferred Stock"), of
which 100,000 shares have been designated 7 1/2% Senior Cumulative Convertible
Preferred Stock ("Senior Preferred Stock"), and of which 2,400,000 shares have
been designated Series B 7% Cumulative Convertible Preferred Shares ("Series B
Preferred Stock"). As of April 12, 1995, there were 5,906,658 outstanding
shares of Common Stock and 2,288,878 issued and outstanding shares of Series B
Preferred Stock. There are no other shares of preferred stock issued and
outstanding of any other designation.
Common Shares.
-------------
The Common Shares have a par value of $.001 per share. All Common Shares
have equal voting, dividend and liquidation rights. Holders of Common Shares
are entitled to one vote for each share held of record on each matter submitted
to a vote of shareholders, and holders are not entitled to cumulative votes in
the election of directors. Holders of Common Shares are entitled to such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or winding up of
the Company, the holders of Common Shares are entitled to receive all assets
remaining after payment of liabilities and after payment of any preference to
holders of preferred stock. Common Shares have no conversion, preemptive or
other rights to subscribe for additional shares and are not subject to
redemption. Outstanding Common Shares are fully paid and nonassessable.
Special Provisions to Reduce Possibilities of Change in Control.
----------------------------------------------------------------
The Company's Articles of Incorporation, Bylaws, and Articles Supplementary
to the Articles of Incorporation contain certain provisions which are intended
to reduce the possibilities of change in control.
The number and terms of office of the Board of Directors may be changed
only by an affirmative vote of at least 75% of the members of the Board of
Directors. The Company does not have cumulative voting. Also, Directors may be
removed by the shareholders only for cause and by an affirmative vote of the
holders of at least 80% of the voting stock. The removal for cause requirements
may be changed only upon approval of 75% of the members of the Board of
Directors. There are currently five classes of directors; the term of each
director is five years with the term of the director of one class expiring each
year, thereby requiring at least three annual meetings to change a majority of
members of the Board.
The Articles of Incorporation can be amended only by an affirmative vote of
the holders of at least 80% of the voting stock with the exception of amendments
to increase authorized shares, which require only a majority vote. The Board of
Directors has the authority to issue authorized, but unissued shares and for
this purpose may classify and reclassify such shares into
9
<PAGE>
classes or series with such rights, preferences, voting powers and restrictions
as the Board deems advisable. Transactions involving merger, consolidation and
sales or other transfer of substantially all the assets of the Company (whether
in one or a series of transactions) require the approval of 75% of the members
of the Board and the affirmative vote of the holders of 80% of the voting stock
held by persons who are not parties to such a transaction or persons directly or
indirectly controlling, controlled by or under common control with any such
party or members of the immediate family of any such party or person.
The Articles of Incorporation also provide that, in the event of a tender
offer for purposes of obtaining 10% or more of the outstanding stock, the tender
offeror must purchase the shares at a price which is no less than the highest of
(i) the book value of the shares, (ii) the highest price paid for the shares on
the open market within the previous eighteen months, or (iii) the highest tender
offer or market price paid by the tender offeror within the previous eighteen
months, including any transfer taxes, brokerage commissions, and soliciting
dealers' fee paid by the tender offeror. However, this tender offer provision
is not effective if the Board of Directors approves of the tender offer by an
affirmative vote of at least 75% of its members.
The Articles Supplementary to the Articles of Incorporation (Series B
Preferred Shares) provide that, subject to certain exemptions, the Company shall
not and shall not permit any of its subsidiaries to, without the consent of 66
2/3% of the Series B Preferred Shares, voting as a separate class, create,
incur, assume or permit to exist any debt, or create, authorize or issue any
class or series of preferred stock that ranks senior or pari passu to the Series
B Preferred Shares as to dividends or upon liquidation, dissolution or winding
up.
In addition to the Company's Articles of Incorporation, Bylaws, and
Articles Supplementary to the Articles of Incorporation, the Maryland General
Corporation Law also contains two sets of provisions which may reduce the
possibilities of changes in control --Section 3-701 to 3-709 (the "Maryland
Control Share Acquisition Statute") and Section 3-601 to 3-604 (The "Maryland
Fair Price Statute").
The Maryland Control Share Acquisition Statute regulates acquisitions by
any person ("Offeror") of shares of a public corporation ("Target") that when
added to all other shares over which the Offeror may exercise voting power,
would give the Offeror voting power of the Target within prescribed percentages.
The statute requires an Offeror who purchases Target shares which bring him
within such percentages to obtain stockholder approval of the acquisition of
such a "control" block. If 66 2/3% of the "disinterested stockholders" do not
approve the acquisition or if the Offeror fails to file a required disclosure
statement, then the control shares lose their voting rights and the Target may
redeem them at their "fair value".
The Maryland Fair Price Statute regulates Business Combinations (defined to
include mergers, consolidations and share exchanges) involving an "Interested
Stockholder" (defined as a stockholder owning more than 10% of the outstanding
shares of the Target). The statute prohibits Business Combinations during the
five-year period beginning with the most recent date a person acquires
sufficient shares to become an Interested Stockholder. After the five year
10
<PAGE>
period has elapsed, a Business Combination must be recommended by the Board of
Directors and approved by the affirmative vote of (i) 80% of the outstanding
voting shares, and (ii) two-thirds of the outstanding voting shares not counting
shares held or beneficially owned by the Interested Stockholder who is (or whose
affiliate is) a party to the Business Combination or an affiliate or associate
of such Interested Stockholder. This super majority vote is not required if a
"fair price" is paid for the stock, and if certain additional conditions are
met.
PLAN OF DISTRIBUTION
The distribution of the Common Shares by the Selling Security Holders may
be effected from time to time in ordinary brokerage transactions at market
prices prevailing at the time of sale in the over-the-counter market. The
brokers through whom the sales are effected will be paid usual and customary
selling commissions. The Company will bear all expenses of the offering, except
that the Selling Security Holders will pay any applicable brokerage fees or
commissions and transfer taxes.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
for the indemnification of officers and directors under certain circumstances
against expenses (including attorneys fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which he
is involved by reason of the fact that he is or was a director or officer of the
Company unless (i) the officer or director received improper benefit from the
act in question, (ii) the act was material to the matter giving rise to the
proceeding and was committed in bad faith or resulted from active and deliberate
dishonesty or (iii) in the case of a criminal proceeding, the director or
officer had reasonable cause to believe the act was unlawful.
Section EIGHTH of the Articles of Incorporation of the Company provides for
the indemnification of officers and directors subject to certain limitations.
Section 13 of Article III of the Company's Bylaws provides that the Company
shall indemnify 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, although the Company has chosen not to obtain such
insurance at this time.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company under the provisions described above, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
11
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Other Expenses of Issuance and Distribution
-------------------------------------------
<TABLE>
<CAPTION>
Expense Amount*
----------------- -------
<S> <C>
SEC Filing Fee $ 400
Accounting Fees 5,000
Legal Fees 25,000
Miscellaneous 3,600
TOTAL $34,000
</TABLE>
* All amounts shown are estimates and subject to change.
Indemnification of Directors and Officers. Section 2-418 of the Maryland
-----------------------------------------
General Corporation Law (the "MGCL") provides for the indemnification of
officers and directors under certain circumstances against expenses (including
attorneys fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved by
reason of the fact that he is or was a director or officer of the Company unless
(i) the officer or director received improper benefit from the act in question,
(ii) the act was material to the matter giving rise to the proceeding and was
committed in bad faith or resulted from active and deliberate dishonesty or
(iii) in the case of a criminal proceeding, the director or officer had
reasonable cause to believe the act was unlawful.
Section EIGHTH of the Articles of Incorporation of the Company provides for
the indemnification of officers and directors subject to certain limitations.
Section 13 of Article III of the Company's Bylaws provides that the Company
shall indemnify 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, although the Company has not chosen to obtain such
insurance.
Exhibits.
---------
5. Opinion regarding legality of issuance, filed herewith.
12
<PAGE>
24. Consent of Deloitte & Touche LLP.
25. Power of Attorney.*
* Filed as part of signature page.
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
Act;
(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 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 Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the Act, 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.
(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 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.
13
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Act
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.
14
<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-3 and has 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 18th day of
May, 1995.
BUTLER INTERNATIONAL, INC.
By:/s/ Warren F. Brecht
---------------------------
Warren F. Brecht
Vice President, Secretary
and Treasurer
15
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Warren F. Brecht and Raymond J. Lacroix 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 and 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 to
registration statement has been signed by the following persons in the
capacities indicated as of the 18th day of May, 1995.
Signature Title
- --------- -----
/s/ Edward M. Kopko Chairman of the Board of
- ------------------------------ Directors, President and CEO
Edward M. Kopko (Principal Executive Officer)
/s/ Warren F. Brecht Vice President, Secretary and Treasurer
- ------------------------------
Warren F. Brecht
/s/ Raymond J. Lacroix Senior Vice President-Finance
- ------------------------------ Chief Financial Officer
Raymond J. Lacroix (Principal Financial and Accounting Officer)
/s/ John F. Hegarty Director
- ------------------------------
John F. Hegarty
/s/ Frederick H. Kopko, Jr. Director
- ------------------------------
Frederick H. Kopko, Jr.
/s/ Hugh G. McBreen Director
- ------------------------------
Hugh G. McBreen
/s/ Nikhil S. Nagaswami Director
- ------------------------------
Nikhil S. Nagaswami
16
<PAGE>
EXHIBIT INDEX
5. Opinion regarding legality of issuance filed herewith.
24. Consent of Deloitte & Touche LLP.
25. Power of Attorney.*
* Filed as part of signature page.
17
<PAGE>
EXHIBIT 5
May 16, 1995
Butler International, Inc.
110 Summit Avenue
Montvale, NJ 07645
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 ("Form S-3") of Butler International, Inc. (the "Company")
to be filed with the Securities and Exchange Commission in connection with the
sale, by the Selling Security Holders, of 150,000 shares of common stock, par
value $.001 per share (the "Shares").
In rendering our opinion, 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 are duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinon as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McBreen, McBreen & Kopko
McBreen, McBreen & Kopko
<PAGE>
Exhibit 24
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Butler International, Inc. on Form S-3 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.
Deloitte & Touche LLP
Parsippany, New Jersey
May 18, 1995
