SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 9, 1998
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-19503 43-1325291
(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
of organization)
9719 Conway Road 63124
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 569-1659
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ITEM 5. OTHER EVENTS.
As previously reported on a Form 8-K submitted by Bentley
International, Inc. (the "Registrant" or "Bentley") dated February 3, 1997, on
January 24, 1997, three creditors of Janco Designs, Inc. ("Janco"), a
wholly-owned subsidiary of the Registrant, filed an involuntary petition
pursuant to Chapter 7 of the United States Bankruptcy Code against Janco in the
United States District Court for the Eastern District of Missouri, Case No.
97-40682-399. Janco consented to the proceeding and the Court appointed a
bankruptcy Trustee ("Trustee") on February 18, 1997.
Entry for an order for relief was entered on February 26, 1997.
As reported on the Form 10-KSB submitted by Bentley dated as of May 31,
1997, it was not possible to ascertain whether Bentley or Bentley's subsidiary
Windsor Art, Inc. ("Windsor") might be liable for any debts of Janco to Janco's
unsecured creditors as a result of the bankruptcy filing.
As reported on a Form 8-K dated January 26, 1998, on January 16, 1998,
the Trustee, Bentley, certain shareholders of Bentley who hold promissory notes
of which Janco was the maker and Bentley and Windsor are the guarantors, and
other parties who are related to such shareholders and hold similar promissory
notes of which Janco is the maker and Bentley and Windsor are the guarantors
(such shareholders and other related parties hereinafter are collectively
referred to as the "Note Holders") entered into a Stipulation for Settlement
agreement ("Stipulation"), attached to the January 26, 1998 Form 8-K as Exhibit
A, pursuant to which Bentley agreed to pay, subject to court approval of the
Stipulation, to the bankruptcy estate $85,000 in exchange for a full release of
Bentley, Windsor, certain of Bentley's shareholders and certain present and past
officers and directors and their spouses and children from all claims by the
Trustee. In addition, the bankruptcy estate agreed to pay to the Note Holders
one-half of the proceeds from the liquidation of certain assets of Janco,
approximately $45,000.
The Court approved the Stipulation on February 27, 1998 and the order
became final ten (10) days thereafter. The order results in the release of
liability of Bentley and Windsor by the Trustee and the Trustee's payment to the
Note Holders, resulting in a reduction of Bentley's general liabilities, as
reflected on the consolidated balance sheet of Bentley and its subsidiaries, by
approximately $1,229,000 and Bentley's shareholder liabilities by approximately
$45,000. In addition, Bentley will recognize approximately $1,174,000 of
extraordinary income, or $0.42 per share, as a result of the reduction in
liabilities and the elimination of the reserves established to cover potential
liabilities resulting from the termination of Janco's operations.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Form 8-K to be signed on in behalf
by the undersigned, thereunto duly authorized.
Dated: March 9, 1998
BENTLEY INTERNATIONAL, INC.
By /s/ Lloyd R. Abrams
Lloyd R. Abrams, President and
Chief Executive Officer
