-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUmyYjZZHj9jj+N3OpwH56kkrPT5etTzX0gUOceEuG+PVJEKicagCO555Gwlkycg HcxwKjEl7GcnFUrlX+gPrg== 0000015847-98-000018.txt : 19980225 0000015847-98-000018.hdr.sgml : 19980225 ACCESSION NUMBER: 0000015847-98-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980224 EFFECTIVENESS DATE: 19980224 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER NATIONAL CORP CENTRAL INDEX KEY: 0000015847 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 410834293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46795 FILM NUMBER: 98548116 BUSINESS ADDRESS: STREET 1: 1546 E SPRUCE RD CITY: OLATHE STATE: KS ZIP: 66061 BUSINESS PHONE: 9138888585 MAIL ADDRESS: STREET 1: 1546 E SPRUCE RD CITY: OLATHE STATE: KS ZIP: 66061 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CONNECTOR CORP DATE OF NAME CHANGE: 19701009 S-8 1 As filed with the Securities and Exchange Commission on February 20, 1998 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BUTLER NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 41-0834293 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1546 E. Spruce Rd. Olathe, KS 66061 (Address of Principal Executive Offices and zip code) BUTLER NATIONAL CORPORATION 1993 NONQUALIFIED STOCK OPTION PLAN (Full Title of the Plan) Clark D. Stewart Butler National Corporation 1546 E. Spruce Rd. Olathe, KS 66061 (913) 780-9595 (Name, address, including zip code and telephone number of agent for service) 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, check the following box. [X] CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price per Offering Registration Registered Registered Share(1) Price(1) Fee Common Stock, 4,500,000 $.84375 $3,796,875 $1,120.08 $.01 par value (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a). INTRODUCTION This Registration Statement on Form S-8 is filed by Butler National Corporation (the "Corporation") relating to 4,500,000 shares of its Common Stock, par value $.01 per share ("Common Stock") issuable pursuant to the Butler National Corporation 1993 Non-Qualified Stock Option Plan. The Plan has been amended to authorize the issuance of the Common Stock pursuant to the Plan. Except as modified hereby, the contents of the Corporation's Registration Statement of Form S-8 (File No. 33-65254) as filed with the Securities and Exchange Commission (the "Commission") on June 30, 1993, is incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit No. Description 4 (a) Amendment No. 1 to the Plan 5 (a) Opinion of Bryan Cave, LLP 23(a) Consent of Bryan Cave, LLP (included in Exh. 5(a)) 23(b) Consent of Arthur Andersen, LLP 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 Olathe, State of Kansas, on this 16th day of February, 1998. BUTLER NATIONAL CORPORATION By: /S/Clark D. Stewart Clark D. Stewart President and Chief Executive Officer POWER OF ATTORNEY The undersigned officers and directors of Butler National Corporation hereby constitute and appoint Clark D. Stewart and Edward J. Matukewicz or either of them, with power to act one without the other, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, 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 necessary or advisable 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 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 in the capacities and on the dates indicated. Signature Title Date /S/Clark D. Stewart President and Chief Executive February 16, 1998 Clark D. Stewart Officer and Director(Principal Executive Officer) /S/Edward J. Matukewicz Treasurer and Chief Financial February 16, 1998 Edward J. Matukewicz Officer (Principal Financial and Accounting Officer) /S/R. Warren Wagoner Director February 16, 1998 R. Warren Wagoner /S/William A. Griffith Director February 16, 1998 William A. Griffith /S/William E. Logan Director February 16, 1998 William E. Logan /S/David B. Hayden Director February 16, 1998 David B. Hayden EXHIBIT INDEX Exhibit Number 4(a) Amendment No. 1 to the Plan 5(a) Opinion of Bryan Cave LLP. 23(a) Consent of Bryan Cave LLP (included in Exhibit 5(a)) 23(b) Consent of Arthur Andersen LLP. The remainder of this page is intended to be blank.
EX-23.B 2 Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement (Form S-8) to register 4,500,000 shares of common stock of Butler National Corporation, of our report date July 26, 1997, included in Butler National Corporation's Annual Report on Form 10-K for the year ended April 30, 1997, and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP Kansas City, Missouri February 20, 1998 EX-4.A 3 Exhibit 4(a) AMENDMENT NO. 1 TO THE 1993 NON-QUALIFIED STOCK OPTION PLAN The 1993 Non-Qualified Stock Option Plan is hereby amended to increase the number of shares authorized by 4,500,000 shares, making the total number of authorized shares 5,000,000, and the expiration date is changed to December 31, 2010, as of this 2nd day of November, 1997. BUTLER NATIONAL CORPORATION By:/S/Clark D. Stewart President and Chief Executive Officer EX-23.A 4 February 16, 1998 OPINION AND CONSENT OF BRYAN CAVE LLP We have acted as counsel to Butler National Corporation, a Delaware corporation (the "Corporation"), in connection with the registration under the Securities Act of 1933, as amended on Form S-8 (the "Registration Statement") of 4,500,000 shares of the Corporation's common stock par value $.01 per share (the "Common Stock"), issuable under the 1993 Non-Qualified Stock Option Plan I (the "Plan") of Butler National Corporation. Such shares of Common Stock issuable pursuant to the Plan are herein referred to as "the Shares". As such counsel, we have examined and relied upon originals or copies, certified or otherwise, identified to our satisfaction of such corporate records, agreements, documents, instruments and certificates of officers and representatives of the Corporation and have made such investigations of law, as we deem necessary or appropriate in order to enable us to render the opinion expressed below. Based upon the foregoing, and reliance thereon, we are of the opinion that the Shares have been duly and validly authorized for issuance and will be, when issued and delivered pursuant to the term and conditions set forth in the Plan, validly issued, fully paid and nonassessable. The opinion stated herein, is as of the date hereof, and we assume no obligation to update or supplement this legal opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This legal opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, BRYAN CAVE LLP -----END PRIVACY-ENHANCED MESSAGE-----