<PAGE> 1
As filed with the Securities and Exchange Commission on February 24, 1997
Registration No. 333-
---------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BUTLER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Maryland 06-1154321
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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. 401(K) PLAN
(Full title of the Plan)
---------------
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)
---------------
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>
Proposed Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Regis- Price Per Offering Registra-
Registered (1) tered Share(2) Price (2) tion Fee
- ---------- -------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common 833,334 $12.375 $10,312,508 $3125.00
Stock, $.001 Shares
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(c) 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 price of $12 1/2
and low price of $12 1/4 of the Common Stock of the Registrant on the NASDAQ
National Market System on February 18, 1997.
<PAGE> 3
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
Pursuant to this Registration Statement, the Company hereby registers
an additional 833,334 shares of common stock for issuance pursuant to the
Butler Service Group, Inc. 401(k) Plan (the "Plan").
Pursuant to general instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8, Registration No. 33-40977, filed with the
Securities and Exchange Commission on May 31, 1991, and all post-effective
amendments thereto. Pursuant to general instruction E of Form S-8, all other
information otherwise required to be filed in this Registration Statement is
not required to be filed in this Registration Statement.
Item 8. EXHIBITS
5(ii)(b). Copy of Internal Revenue Service determination letter.
23. Independent Accountants' Consent.
24. Power of Attorney (contained on the signature page hereof).
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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 Montvale, State of New Jersey, on the 24th day
of February, 1997.
BUTLER INTERNATIONAL, INC.
By: /s/ Warren F. Brecht
---------------------
Warren F. Brecht
Senior Vice President
and 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, State of New
Jersey, on the 24th day of February, 1997.
BUTLER SERVICE GROUP, INC. 401(K) PLAN
By: /s/ Warren F. Brecht
---------------------
Warren F. Brecht
Member of the Administrative
Committee of the
Butler Service Group,
Inc. 401(k) Plan
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Warren F. Brecht his true and lawful
attorney-in-fact and agent, 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
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary 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 substitute, 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 on the date and
in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Chairman of the Board of
Directors, President and
CEO February 24, 1997
/s/ Edward M. Kopko (Principal Executive
- ---------------------------- Officer)
Edward M. Kopko
/s/ Warren F. Brecht Senior Vice President and February 24, 1997
- --------------------------- Secretary
Warren F. Brecht
Senior Vice President, February 24, 1997
Finance and Treasurer
/s/ Michael C. Hellriegel (Principal Financial and
- -------------------------- Accounting Officer)
Michael C. Hellriegel
February __, 1997
- ---------------------------
John F. Hegarty Director
/s/ Frederick H. Kopko, Jr. February 24, 1997
- ---------------------------
Frederick H. Kopko, Jr. Director
</TABLE>
<PAGE> 6
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<TABLE>
<S> <C> <C>
/s/ Hugh G. McBreen February 24, 1997
- ----------------------------
Hugh G. McBreen Director
February __, 1997
- ----------------------------
Nikhil S. Nagaswami Director
</TABLE>
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EXHIBIT INDEX
5(ii)(b). Copy of Internal Revenue Service determination letter.
23. Independent Accountants' Consent.
24. Power of Attorney (contained on the signature page hereof).
<PAGE> 1
Exhibit 5(ii)(b)
Copy of Internal Revenue Service determination letter
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MARYLAND 21201-0000
Date: April 22, 1996 Employer Identification Number:
22-1712289
File Folder Number:
BUTLER SERVICE GROUP, INC. 521046415
C/O MAURA ANN MCBREEN Person to Contact:
BAKER & MCKENZIE EP/EO CUSTOMER SERVICE UNIT
130 EAST RANDOLPH DRIVE, SUITE 3700 Contact Telephone Number:
CHICAGO, ILLINOIS 60601 (410) 962-6058
Plan Name:
BUTLER SERVICE GROUP, INC.
401(K) PLAN
Plan Number:
010
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted
on November 10, 1994.
Letter 835 (DO/CG)
<PAGE> 2
BUTLER SERVICE GROUP, INC.
This determination letter is also applicable for the amendment(s)
adopted on August 26, 1993.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul H. Harrington
District Director
Enclosure(s)
Publication 794
Addendum
Letter 835 (DO/CG)
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Exhibit No. 23
INDEPENDENT ACCOUNTANTS' 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 26, 1996
and June 25, 1996, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Butler International, Inc. for the year ended
December 31, 1995 and in the Annual Report on Form 11-K of the Butler Service
Group, Inc. 401(k) Plan for the year ended December 31, 1995, respectively.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Parsippany, New Jersey
February 21, 1997
