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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): October 2, 2008 (September 28, 2008)
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.) |
200 E. Las Olas Boulevard, Suite 1730A, Fort Lauderdale, Florida 33301
(Address of Principal Executive Offices/Zip Code)
Registrant’s telephone number, including area code: (954) 761-2200
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(c)) |
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ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On September 29, 2008, Butler Service Group, (“BSG”) and its affiliates, including Butler International, Inc., (“the Registrant”) entered into a Letter Agreement in connection with the Third Amended and Restated Credit Agreement (“Letter Agreement”) with General Electric Capital Corporation as Agent and Lender (“GECC”). The Letter Agreement provides, among other matters, that GECC will until October 17, 2008, or the date upon which a Forbearance Default (as defined) occurs, forbear from the exercise of any of its rights and remedies arising out of certain Events of Default (as defined).
The foregoing description of the Letter Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Letter Agreement filed as Exhibit 10.1 hereto and incorporated herein in its entirety by this reference.
On September 29, 2008, BSG and its affiliates, including the Registrant entered into a Sixth Amendment to Second Lien Credit Agreement, (“Sixth Amendment”) with Monroe Capital Management Advisors, LLC, in its individual capacity and as agent for Garrison Funding 2008-1 Ltd., and MC Funding Ltd. (collectively, “Monroe”), dated September 28, 2008. The terms of the Sixth Amendment provide, among other matters, for an extension of the Interest Payment Date (as defined) on BSG’s existing LIBOR Loan from September 29, 2008 to January 2, 2009. An amendment fee of $100,000 will be paid upon termination of the Credit Agreement (as defined) in connection with the Sixth Amendment.
The foregoing description of the Sixth Amendment is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Sixth Amendment filed as Exhibit 10.2 hereto and incorporated herein in its entirety by this reference.
ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information set forth under Item 1.01 of this report is incorporated herein by reference.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (c) | Not applicable. |
| | |
| (d) | The exhibits listed below are being furnished pursuant to Item 9.01. |
Exhibit Number | Description |
10.1 | Letter Agreement, dated as of September 29, 2008, by and among BSG, certain of its affiliates, and GECC. |
10.2 | Sixth Amendment to Second Lien Credit Agreement dated as of September 28, 2008 and executed September 29, 2008, by and among BSG, certain of its affiliates and Monroe. |
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: October 2, 2008 | | BUTLER INTERNATIONAL, INC. |
| | |
| | |
| | By:/s/ Mark Koscinski |
| | Mark Koscinski |
| | Chief Financial Officer |
BUTLER INTERNATIONAL, INC.
EXHIBIT LIST
Exhibit Number | Description |
10.1 | Letter Agreement, dated as of September 29, 2008, by and among BSG, certain of its affiliates, and GECC. |
10.2 | Sixth Amendment to Second Lien Credit Agreement, dated as of September 28, 2008 and executed September 29, 2008, by and among BSG, certain of its affiliates and Monroe. |
