-----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, BOBn5aQF8t9Mc72rP6spFctVP6ektEpGSgZW8vA51+rtAGi0jqSzxdcuhT+OK1So sNFqMHgcF6XJcob8/qoV9w== 0000872573-02-000005.txt : 20020414 0000872573-02-000005.hdr.sgml : 20020414 ACCESSION NUMBER: 0000872573-02-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020212 GROUP MEMBERS: BRUCE S. KOVNER GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C. GROUP MEMBERS: CAXTON INTERNATIONAL LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER INTERNATIONAL INC /MD/ CENTRAL INDEX KEY: 0000786765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 061154321 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38458 FILM NUMBER: 02538822 BUSINESS ADDRESS: STREET 1: 110 SUMMIT AVE CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2015738000 MAIL ADDRESS: STREET 1: 110 SUMMIT AVENUE STREET 2: 110 SUMMIT AVENUE CITY: MONTVALE STATE: NJ ZIP: 07645 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN VENTURES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAXTON ASSOCIATES LLC CENTRAL INDEX KEY: 0000872573 IRS NUMBER: 223430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CAXTON CORP DATE OF NAME CHANGE: 19961118 SC 13D 1 butler13g021102.txt BUTLER 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __)1 BUTLER INTERNATIONAL, INC. -------------------------- (Name of Issuer) Common Stock, $.001 Par Value ----------------------------- (Title of Class of Securities) 123649105 ------------ (CUSIP Number) Scott B. Bernstein, Esq. Caxton Associates, L.L.C. 731 Alexander Road, Bldg. 2 Princeton, New Jersey 08540 (609) 419-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 12, 2002 ------------------------------------ Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1 (f), or 13d-1 (g), check the following box [X]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) _________________ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 123649105 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton International Limited - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 917,200 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 917,200 WITH ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,200 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 123649105 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Associates, L.L.C. - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 917,200 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 917,200 WITH ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,200 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 123649105 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Bruce S. Kovner - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 917,200 OWNED BY ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 917,200 WITH ------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 917,200 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1: Security and Issuer This schedule 13D relates to the Common Stock, no par Value (the "Common Stock"), of Butler International, Inc., a Delaware corporation (the "Company"), 110 Summit Avenue, Montvale, NJ 07645. Item 2: Indentity and Background (a) This statement is filed by Caxton International Limited, a British Virgin Islands corporation ("Caxton International"), , Caxton Associates, L.L.C., a Delaware limited liability company ("Caxton Associates") and Mr. Bruce Kovner. The persons listed on Schedule B annexed hereto are the directors and executive officers of Caxton International and the persons listed on Schedule C annexed hereto are the executive officers of Caxton Associates (together the "Listed Persons"). (b) (i) The address of Caxton International is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (ii) The address of Caxton Associates is 731 Alexander Road, Bldg. 2, Princeton, NJ 08540. (iii) The business address of Mr. Kovner is 667 Madison Avenue, New York, NY 10021. (c) (i) The principal business of Caxton International is engaging in the trading and investing in international currency, financial and commodity interests and securities, as well as other investments. (ii) The principal business of Caxton Associates is trading and investing. (iii) The principal occupation of Mr. Kovner is Chairman of Caxton Associates. (d) No person filing this statement and none of the Listed Persons (to the Knowledge of the undersigneds) has during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdermeanor). (e) No person filing this statement and none of the Listed Persons (to the knowledge of the undersigneds)has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to Federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Kovner is a United States citizen. Schedule B and C sets forth the citizenship of each of the Listed Persons. Item 3. Source and Amount of Funds or Other Consideration. The purchase price for any such acquired shares was paid out of Caxton International's working capital. Item 4. Purpose of Transaction. The persons filing this Report have become increasingly concerned that the Common Stock is under-valued and that conflicts of interest may exist between the Company and its Board of Directors (including Management appointed by the Board). The persons filing this Report believe that management should take further steps to enhance shareholder value and insure that the Company would be in a position to create, if needed, an independent audit committee and/or independent compensation committee. Such steps should include the following: (i) detailed disclosure of all existing relationships among the Company and past and current management and the Board, (ii) detailed disclosure of the benefits such persons may receive from the Company's convertible preferred PIK securities, (iii) removal of any and all take-over provisions currently applicable to the Company and (iv) the appointment of additional independent directors to the Board, which should include representatives selected by the common shareholders not owning the Company's convertible PIK securities. The persons filing this Report are also examining all of their options with respect to the possibility of taking actions which they believe will enhance shareholder value. Any such actions could relate to or result in one or more of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Each of the persons filing this Report also reserves the right to purchase or otherwise acquire additional Common Stock or to sell or otherwise dispose of Common Stock owned by it, in each case in open market or privately negotiated transactions or otherwise. Item 5. Interest in Securities of the Issuer. (a) Caxton International beneficially owns 917,200 shares of Common Stock, representing approximately 9.7% of the total shares of Common Stock issued and outstanding. (b) (i) Caxton Associates is the trading advisor to Caxton International and, as such, has voting and dispositive power with respect to the investments of Caxton International. As a result of the foregoing, Caxton Associates may be deemed beneficially to own the securities of the Issuer owned by Caxton International. (ii) Mr. Kovner is the Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates. As a result of the foregoing, Mr. Kovner may be deemed beneficially to own the securities of the Issuer owned by the Caxton International. (c) Caxton International Limited acquired additional shares and/or sold shares of Common Stock in a series of open market transactions effected primarily with independent brokers and, to a lesser extent, directly with market makers utilizing the NASDAQ System, between December 11 and February 12, 2001. See Schedule A for disclosure of (1) the date, (2) the price and (3) the amount of shares purchased and/or sold by Caxton International during the past 60 days. Item 6. Contracts, Arrangements Understandings or Relationships with respect to Securities of the Issuer. Except as described above, there are no contracts, arrangments, understandings or relationships (legal or otherwise) among the persons filing this Report or the Listed Persons or between such persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements puts or calls, guarantees of profits, division of profits or loss, or the giving or witholding of proxies. Item 7. Material to be Filed as Exhibits There is filed herewith as Exhibit A a written agreement relating to the filing or joint acquisition statements as required by Rule 13d-1(f)(1) under the Exchange Act. After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 12, 2002 CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President & Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President & Secretary CAXTON ASSOCIATES, L.L.C. By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/Scott B. Bernstein Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact Schedule A Caxton International Limited No of Shares Price Per Share Trade Date Purchased (Sold) (Excluding Commission) 26-DEC-01 900 2.31000 27-DEC-01 3,000 2.72000 28-DEC-01 1,500 2.75000 31-DEC-01 5,000 2.77020 23-JAN-02 (1,700) 2.68000 24-JAN-02 (1,300) 2.40000 01-FEB-02 1,000 2.30000 Exhibit Index Exhibit 1 - Joint Acquisition Statement Pursuant To Rule 13d-1(k)(1). Exhibit 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(l) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 12, 2002 CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President & Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President & Secretary CAXTON ASSOCIATES, L.L.C. By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/Bruce S. Kovner Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact SCHEDULE B CAXTON INTERNATIONAL LIMITED Board of Directors Joseph Kelly c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: President, Prime Management Limited Citizenship: British Peter P. D'Angelo c/o Caxton Associates, L.L.C. 667 Madison Avenue New York, NY 10021 Principal Occupation: President, Caxton Associates, L.L.C. Citizenship: USA Maxwell Quin c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Attorney-At-Law Citizenship: British William Anderson c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Managing Director, Trident Advisors, Inc., Toronto, Ontario, Canada Citizenship: Canadian Jozef Hendriks c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Managing Director, Global Asset Management, Ltd., Bermuda Citizenship: Dutch Bruce Kovner c/o Caxton Associates, L.L.C. 667 Madison Avenue New York, NY 10021 Principal Occupation: Chairman, Caxton Associates, L.L.C. Citizenship: USA Executive Officers William Anderson, President c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Managing Director, Trident Advisors, Inc., Toronto, Ontario Canada Citizenship: Canadian Joseph Kelly, Vice President and Treasurer c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: President, Prime Management Limited Citizenship: British Maxwell Quin, Vice President and Secretary c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Attorney-At-Law Citizenship: British SCHEDULE C CAXTON ASSOCIATES, L.L.C. Executive Officers - Caxton Associates, L.L.C. Bruce Kovner, Chairman 667 Madison Avenue New York, NY 10021 Principal Occupation: Chairman, Caxton Associates, L.L.C. Citizenship: USA Peter P. D'Angelo, President 667 Madison Avenue New York, NY 10021 Principal Occupation: President, Associates, L.L.C. Citizenship: USA John G. Forbes, Jr., Chief Financial Officer 667 Madison Avenue New York, NY 10021 Principal Occupation: Chief Financial Officer, Caxton Associates, L.L.C. Citizenship: USA Scott B. Bernstein, General Counsel Secretary 667 Madison Avenue New York, NY 10021 Principal Occupation: General Counsel and Secretary, Caxton Associates, L.L.C. Citizenship: USA -----END PRIVACY-ENHANCED MESSAGE-----