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0000950129-05-007464.txt : 20050729 0000950129-05-007464.hdr.sgml : 20050729 20050729155531 ACCESSION NUMBER: 0000950129-05-007464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050726 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14951 FILM NUMBER: 05984866 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 8-K 1 a11188e8vk.htm BUTLER INTERNATIONAL, INC. e8vk

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 26, 2005

BUTLER INTERNATIONAL, INC.

(Exact name of Registrant as specified in Charter)


MARYLAND	0-14951	06-1154321

(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

110 Summit Avenue, Montvale, New Jersey 07645

(Address of Principal Executive Offices/Zip Code)

Registrant’s telephone number, including area code: (201) 573-8000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(e))

TABLE OF CONTENTS


INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2


ITEM 3.01		NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On July 26, 2005, Butler International, Inc. issued a press release announcing the filing of its Form 10-K and Form 11-K for the year ended December 31, 2004. As previously reported, the Company had been granted an extension by the NASDAQ Listing Qualifications Panel to July 29, 2005 for the Company to file its Form 10-K for the year ended December 31, 2004, and its Form 10-Q for the quarter ended March 31, 2005.

On July 29, 2005, the Company issued a press release announcing that it has requested an extension from the NASDAQ Listing Qualifications Panel until August 12, 2005, for the time to file its first quarter Form 10-Q for the period ended March 31, 2005. The Company believes that it will be able to maintain its NASDAQ listing until such time as the request for extension is decided by the NASDAQ Listing Qualifications Panel, however, no assurance can be given that the Company will be able to maintain its listing until it files its first quarter Form 10-Q.

The Company expects to file its first quarter Form 10-Q by August 12, 2005.

These press releases are attached as Exhibits 99.1 and 99.2.

Pending determination of compliance with NASDAQ’s filing requirements and compliance with all other requirements for continued listing on NASDAQ, the fifth character “E” will remain appended to the Company’s trading symbol. The Company is currently compliant with all other applicable NASDAQ rules.


ITEM 9.01		FINANCIAL STATEMENTS AND EXHIBITS

	(a)		Not applicable.

	(b)		Not applicable.

	(c)		Exhibits.

The exhibit listed below is being furnished pursuant to Item 9.01.


Exhibit Number		Description
99.1		Press Release, dated July 26, 2005 announcing filing of Form 10-K and Form 11-K.

99.2		Press Release dated July 29, 2005 announcing request for extension of time to file Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 29, 2005	BUTLER INTERNATIONAL, INC.
	By:	/s/ Edward M. Kopko
		Edward M. Kopko
		Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press Release, dated July 26, 2005 announcing filing of Form 10-K and Form 11-K.

99.2		Press Release dated July 29, 2005 announcing request for extension of time to file Form 10-Q.

EX-99.1 2 a11188exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

NEWS


FOR IMMEDIATE RELEASE July 26, 2005		CONTACT: Thomas J. Considine, Jr. (201) 476-5404

BUTLER ANNOUNCES FILING OF FORM 10-K AND FORM 11-K

Montvale, NJ, July 26, 2005 Butler International, Inc. (Nasdaq: BUTLE) announced today the filing of its Form 10-K and Form 11-K for the year ended December 31, 2004. The Company expects to release its first quarter financial results and file its Form 10-Q for the quarter ended March 31, 2005 shortly. As previously reported, the Company had been granted an extension by the NASDAQ Listing Qualifications Panel to July 29, 2005 for the Company to file its Form 10-K for the year ended December 31, 2004, and its Form 10-Q for the quarter ended March 31, 2005. If the Company fails to file the Form 10-Q on or before July 29, 2005, the Company expects to request an additional extension from NASDAQ for the time to file such document although no assurance can be given that NASDAQ will agree to such extension.

In connection with the audit of its 2004 consolidated financial statements, the Company has completed the review of its accounting treatment of Chief Executive Magazine, a related party, for the years ended December 31, 2004 and 2003. Based on a review of the transaction with Chief Executive Magazine, the Company has included all of the accounts receivable and note receivable from Chief Executive Magazine as long-term assets for the year 2004 but did not make any change to its earnings, or any other adjustment to its financial statements.

As previously reported, for the year ended December 31, 2004, the Company had net income of $3.8 million, or $.29 per share, compared to a loss of $15.4 million, or $1.55 per share for the same period in 2003. Income from continuing operations was $3.7 million, or $.28 per share for 2004, versus a loss of $14.6 million, or $1.47 per share in 2003. Prior year results included restructuring charges of $1.6 million, legal settlement and related charges of $1.4 million, and a goodwill impairment charge of $7.8 million, all net of tax. Year-to-date sales totaled $251.3 million, a 20% increase over the $209.0 million reported in 2003.

About Butler International

Butler International is a leading provider of TechOutsourcing services, helping customers worldwide increase performance and savings. Butler’s global services model provides clients with onsite, offsite, or offshore services delivery options customized appropriately to their unique objectives. During its 59-year history of providing services, Butler has served many prestigious companies in industries including aircraft, aerospace, defense, telecommunications,

financial services, heavy equipment, manufacturing, and more. If you would like to find out more about Butler’s value-added services, visit us on the web at http://www.butler.com.

Information contained in this press release, other than historical information, may be considered forward-looking in nature as such it is based upon certain assumptions and is subject to various risks and uncertainties as set forth in the Company’s filings with the Securities and Exchange Commission. Such risks and uncertainties may not be controllable by the Company. To the extent that these assumptions prove to be incorrect, or should any of these risks or uncertainties materialize, the actual results may vary materially from those that were anticipated.

Mindpower for a Changing WorldSM
World Headquarters, 110 Summit Avenue, Montvale, NJ 07645 (201) 573-8000
http://www.butler.com

EX-99.2 3 a11188exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 99.2

NEWS


FOR IMMEDIATE RELEASE July 29, 2005		CONTACT: Thomas J. Considine, Jr. (201) 476-5404

BUTLER ANNOUNCES REQUEST FOR EXTENSION OF TIME
TO FILE FORM 10-Q

Montvale, NJ, July 29, 2005 Butler International, Inc. (NASDAQ SC: BUTLE) announced today that it has requested an extension from the NASDAQ Listing Qualifications Panel until August 12, 2005, for the time to file its first quarter Form 10-Q for the period ended March 31, 2005. As previously reported, the Company had been granted an extension by the NASDAQ Listing Qualifications Panel to July 29, 2005 for the Company to file its Form 10-K for the year ended December 31, 2004, and its Form 10-Q for the quarter ended March 31, 2005. The Company filed its Form 10-K on July 26, 2005. The Company believes that it will be able to maintain its NASDAQ listing until such time as the request for extension is decided by the NASDAQ Listing Qualifications Panel, however, no assurance can be given that the Company will be able to maintain its listing until it files its first quarter Form 10-Q.

The Company expects to file its first quarter Form 10-Q by August 12, 2005.

About Butler International

Mindpower for a Changing WorldSM
World Headquarters, 110 Summit Avenue, Montvale, NJ 07645 (201) 573-8000
http://www.butler.com