-----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, LYuOSU53z5isAx+T2FIxjd1BjBWtoxBSsi1hy8wbUNACgc4qL2oWAOoonCp4N8oQ v+msBbdwKfRfbuvm+AcWrw== 0000015847-99-000013.txt : 19990728 0000015847-99-000013.hdr.sgml : 19990728 ACCESSION NUMBER: 0000015847-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990727 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990727 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: 8-K SEC ACT: SEC FILE NUMBER: 000-01678 FILM NUMBER: 99671033 BUSINESS ADDRESS: STREET 1: 11920 W 161ST ST CITY: OLATHE STATE: KS ZIP: 66062 BUSINESS PHONE: 8167809595 MAIL ADDRESS: STREET 1: 11920 W 161ST ST CITY: OLATHE STATE: KS ZIP: 66062 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CONNECTOR CORP DATE OF NAME CHANGE: 19701009 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) July 27, 1999 BUTLER NATIONAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 0-1678 41-0834293 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 19920 West 161st Street, Olathe, Kansas 66062 (Address of Principal Executive Office)(Zip Code) Registrant's telephone number, including area code: (913) 780-9595 Former Name, former address and former fiscal year if changed since last report: Not Applicable Item 5. Other events. Butler National Corporation reported that on July 27, 1999, the Company issued a press release regarding the settlement of affairs of discontinued food distribution subsidiary, RF, Inc. See exhibit 99. Item 9. Sales of Equity Securities Pursuant to Regulation S. On July 27, 1999, the Company reported the status of the $1,000 Series B 6% Cumulative Convertible Preferred Stock since the original issues in 1996 and 1997. The Company issued a face value of $1,250,000 of Convertible Debentures and $1,500,000 of Convertible Preferred Stock. As of July 27, 1999, the outstanding face values are $618,000 and $551,000 respectively. Shares of common stock issued are 904,832 and 3,170,185 respectively (See Table 1). The shares were issued to accredited investors. The transactions were executed in reliance upon the exemption from registration afforded by Regulation S as promulgated by the Securities and Exchange Commission, under the Securities Act of 1933, as amended. Table 1. CLASS B CONVERTIBLE PREFERRED: Shares of Date Face Value Comm Issued Original Issue Dec-97 $1,500,000 Total Class B Conv Pref Issued $1,500,000 Converted to Common Stock (715,000) 1,389,099 through May 21, 1998 Balance outstanding May 21, 1998: $ 785,000 1,389,099 Converted after May 21, 1998: through April 30, 1999 ( 92,000) 617,956 Balance at April 30, 1999 $ 693,000 2,007,055 Converted April 30, 1999 through May 17, 1999 ( 60,000) 434,782 Balance at May 17, 1999 $ 633,000 2,441,837 Converted May 17, 1999 through July 27, 1999 (82,000) 728,348 Balance at July 27, 1999 $ 551,000 3,170,185 CONVERTIBLE DEBENTURE Original Issue Jun-96 $ 750,000 Nov-96 500,000 Total conv. deb. 1,250,000 Converted to Common Stock through May 21, 1998 (600,000) 737,992 Balance outstanding May 21, 1998 $ 650,000 737,992 Converted after May 21, 1998: through April 30, 1999 - - Balance at April 30, 1999 $ 650,000 737,992 Converted April 30, 1999 through May 17, 1999 ( 32,000) 166,840 Balance at May 17, 1999 $ 618,000 904,832 Converted May 17, 1999 through July 27, 1999 - - Balance at July 27, 1999 $ 618,000 904,832 TOTAL CLASS B CONV. PREFERRED AND CONVERTIBLE DEBENTURE Original Issue Jun-96 $ 750,000 Nov-96 500,000 Dec-97 1,500,000 Total Issued $ 2,750,000 Total Converted to Common Stock through May 21, 1998 (1,315,000) 2,127,091 Total balance outstanding May 21, 1998 $ 1,435,000 2,127,091 Total Converted after May 21, 1998 through April 30, 1999 $ (92,000) 617,956 Total balance at April 30, 1999 $ 1,343,000 2,745,047 Total Converted April 30, 1999 through May 17, 1999 (92,000) 601,622 Total Balance at May 17, 1999 $ 1,251,000 3,346,669 Total Converted May 17, 1999 through July 27, 1999 $ 82,000 728,348 Total Balance at July 27, 1999 $ 1,169,000 4,075,017
Signatures Pursuant to the requirements of the Securities & Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized. Butler National Corporation (Registrant) July 27, 1999 /S/Clark D. Stewart (Date) Clark D. Stewart, President and Chief Executive Officer July 27, 1999 /S/Robert E. Leisure (Date) Robert E. Leisure Chief Financial Officer EX-99 2 Exhibit 99 FOR IMMEDIATE RELEASE July 27, 1999 Butler National Corporation (OTCBB: BUKS) Completes Settlement of Affairs of Discontinued Food Distribution Subsidiary, RF, Inc. (OLATHE, KS) July 27, 1999 - Butler National Corporation (OTCBB: BUKS) reported that on July 20, 1999, the Company completed all the terms of a settlement agreement with the Trustee and the United States Bankruptcy Court regarding the involuntary bankruptcy of its discontinued and former Food Distribution Subsidiary, RF, Inc. Highlights of the report include: As discussed at the last Annual Meeting of the Shareholders and as reported from time-to-time in its Annual Report on Form 10-K, Form 8-K, and related news articles, the Company discontinued its Food Distribution business segment including RF, Inc. ("RFI") and Valu Foods, Inc. ("VFI") because of an involuntary bankruptcy filing against RF, Inc. and other considerations. Settlement with the Trustee and the Court completes the affairs of this business segment. As of April 30, 1998, the operations of RFI were deconsolidated due to the Chapter 7 involuntary bankruptcy liquidation of the wholly owned subsidiary. The entire investment in RFI and VFI was written-off as a loss on discontinued operations. Since fiscal 1998, approximately nine months of management's time has been focused on the resolution of the RFI bankruptcy matter and the protection of Butler National's assets. This effort was very expensive to the Company in terms of management time, professional fees and the diversion of management's attention away from the daily operation of the core businesses as well as the analysis of business opportunities related to the core businesses. In the fall of 1998, the RFI bankruptcy trustee filed an action alleging a number of claims against the Company and its officers including a claim for repayment of preferential payments to the bankruptcy estate. The bankruptcy judge determined that RFI was not solvent at April 30, 1997, and therefore, the Company was liable to the RFI estate for $430,000 in preferential payments made to the Company in fiscal 1998. Although management of the Company strongly disagreed with the judge's ruling, the Company had already expended professional fees of approximately $380,000 and considerable corporate payroll and other expenses directly related to the RFI matter. Therefore, continued appeals of this matter were not in the best interest of the shareholders of the Company. As a result, the Company settled with the Trustee by paying $250,000 to the Court. Because the Company guaranteed the RFI debt to the bank, the Company assumed an additional liability of $908,209. The Company does not expect to recover a material amount from the disposal of the assets and has expensed approximately $2,000,000 as a loss from discontinued operations. Management Comments: "This settlement is the final action related to the discontinued Food Distribution segment. This segment has required a considerable and disproportional amount of management time and attention over the past three years to protect the assets of the shareholders. We can now focus our efforts on the daily opportunities for more profitable operations of the Company as well as the separation between Butler's core business and the spin off of the gaming operations. We believe that by taking the strategic step to operate each segment as a business unit, allowing each company to focus on its own businesses and markets therefore enhancing their ability to achieve their full potential we can unlock greater value for each of these businesses and the shareholders of Butler National," commented Clark D. Stewart, President of the Company. Our Business: Butler National Corporation operates in the aerospace and services business segments. The Services segment includes electronic monitoring of water pumping stations, temporary employee services, Indian gaming management services and administrative management services. Aerospace includes the manufacture of airborne electronic switching equipment for Boeing (McDonnell Douglas) and structural modification of business aircraft. Forward Looking Information: The information set forth above may include "forward-looking" information as outlined in the recently enacted Private Securities Litigation Reform Act of 1995. The Cautionary Statements filed by the Company as Exhibit 99 of its FORM 10-Q filing are incorporated herein by reference and investors are specifically referred to such Cautionary Statements for a discussion of factors which could affect the Company's operations and forward-looking statements contained herein. FOR MORE INFORMATION, OR FOR A COMPLETE COPY OF BUTLER NATIONAL'S LATEST 10-Q, CONTACT: William A. Griffith, Investor Relations Phone (913) 780-9595 Butler National Corporation Fax (913) 780-5088 19920 West 161st Street butlernational.com Olathe, KS 66062 -----END PRIVACY-ENHANCED MESSAGE-----