UNITED STATES

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): ~~May~~July 277, 2009

Butler International, Inc.

(Exact name of registrant as specified in charter)


Maryland	0-14951	06-1154321
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


200 E. Las Olas Boulevard, Suite 1730, Fort Lauderdale, Florida		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 761-2200

(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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry Into a Material Definitive Agreement.

~~The~~On June ~~information~~23, ~~set~~2009, ~~forth~~Butler ~~(i)~~Publishing, ~~in Item 1~~Inc.03 ~~below~~(“Publishing”), ~~with~~a ~~respect~~subsidiary toof ~~the Purchase~~Butler ~~Agreement~~International, Inc. (asthe ~~defined below~~“Company”), and ~~(ii)~~with inrespect ~~Item~~to ~~2.03~~certain ~~below~~provisions, ~~with~~the Company, ~~respect~~entered tointo ~~the~~an ~~DIP Credit~~Asset Purchase Agreement (asthe ~~defined~~“Publishing ~~below~~Purchase Agreement”) iswith ~~incorporated~~Chief ~~herein~~Executive byGroup, ~~this reference~~LLC (“CEO Group”).

~~Item~~As previously disclosed, on June 1, 2009, the Company, and certain of its direct and indirect subsidiaries, including Butler Services International, Inc.03, Butler of New Jersey Realty Corp. , Butler Service Group, Inc., Publishing, Butler Telecom, Inc., Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC (collectively with the Company, the “Debtors”), each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy orCode”) ~~Receivership~~in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

~~On June~~Pursuant 1,to ~~2009, Butler International, Inc. (~~the ~~“Company”),~~terms and ~~certain~~subject ofto ~~its~~the ~~direct and~~conditions ~~indirect~~set ~~subsidiaries,~~forth ~~including~~in ~~Butler~~the ~~Services~~Publishing ~~International~~Purchase Agreement, ~~Inc.,~~CEO ~~Butler of New Jersey Realty Corp.~~Group, ~~Butler~~upon ~~Service~~the ~~Group,~~completion ~~Inc.,~~of ~~Butler~~the ~~Publishing,~~transactions ~~Inc.,~~contemplated ~~Butler Telecom~~thereby, ~~Inc.,~~will ~~Butler~~purchase ~~Utility~~substantially ~~Service,~~all ~~Inc.,~~of ~~Butler~~Publishing’s ~~Services~~assets, ~~Inc.,~~ and certain ~~Butler~~intellectual ~~Resources,~~property ~~LLC~~rights ~~(collectively~~of ~~with~~ the Company, ~~the~~and ~~“Debtors”),~~assume ~~each~~certain ~~filed~~obligations aassociated ~~voluntary~~with ~~petition~~such ~~(the~~purchased ~~“Chapter~~assets, 11through ~~Petitions”)~~a ~~for~~supervised ~~relief~~sale under ~~Chapter 11 of~~Section ~~Title~~363 11 of the ~~United~~Bankruptcy ~~States~~ Code. The (consideration for such assets under the ~~“Bankruptcy~~Publishing ~~Code”~~Purchase Agreement is (i) $220,000 in ~~the~~cash, ~~United~~subject ~~States~~to decrease ~~Bankruptcy~~based ~~Court~~on ~~for~~ the ~~District~~amount of ~~Delaware~~third ~~(the~~party ~~“Bankruptcy Court”). The~~liabilities ~~Chapter~~actually 11assumed, ~~Petitions~~(ii) ~~are~~the assumption ~~being~~by ~~administered~~CEO ~~under~~Group ~~the caption In~~of ~~re:~~certain ~~Butler~~deferred ~~Services~~revenue ~~International,~~obligations ~~Inc.,~~in etthe ~~al.,~~amount ~~Chapter~~of 11up ~~Case~~to No$112,626.00, ~~09-11914~~ (~~KJC~~iii) (the ~~“Chapter~~assumption 11by ~~Proceedings”). The Bankruptcy~~CEO ~~Court~~Group ~~assumed~~of ~~jurisdiction~~certain ~~over~~third ~~the~~party assumed ~~assets~~liabilities ofin ~~the~~an ~~Debtors~~amount asnot ofless ~~the date~~than of$73,000 ~~the~~but ~~filing~~not ofmore ~~the~~than $85,000, ~~Chapter~~as 11well ~~Petitions. The~~as ~~Debtors~~additional ~~will continue~~third toparty ~~operate~~assumed ~~their~~liabilities, ~~businesses~~ and ~~manage~~(iv) ~~their~~the assumption ~~properties~~of ~~as “debtors-in-possession”~~certain liabilities under ~~the~~contracts ~~jurisdiction~~acquired in the transaction. Consummation of the ~~Bankruptcy~~transactions ~~Court~~contemplated ~~and~~by inthe ~~accordance~~Publishing ~~with~~Purchase ~~the~~Agreement ~~applicable~~is ~~provisions~~subject to approval of the Bankruptcy ~~Code~~Court and ~~orders of~~ ~~the~~other ~~Bankruptcy~~closing ~~Court~~conditions.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~bankruptcy~~in ~~filings,~~Item ~~the~~2.01 ~~Debtors~~below ~~(other~~with ~~than~~respect ~~Butler Publishing,~~to ~~Inc.) (~~the ~~“Sellers”)~~Side ~~entered~~Letter ~~into an Asset Purchase Agreement~~ (~~the~~as ~~“Purchase~~defined ~~Agreement”~~below) ~~with~~is ~~Butler~~incorporated ~~America~~herein ~~LLC (“Butler~~by ~~America”),~~this ~~an affiliate of D~~reference. ~~Stephen Sorensen, Chairman & Chief Executive Officer of Select StaffingSM.~~

~~Pursuant~~Item to the terms and subject to the conditions set forth in the Purchase Agreement, Butler America, upon the closing of the transactions contemplated thereby, will purchase substantially all of the Sellers’ assets and assume certain of the Sellers’ obligations associated with the purchased assets, through a supervised sale under Section 363 of the Bankruptcy Code2.01. ~~The consideration~~Completion ~~for such assets under the Purchase Agreement is Twenty Six Million Eight Hundred Seventy Five Thousand dollars ($26,875,000) in cash (except for amounts attributable to Sellers’ outstanding letters~~ of ~~credit,~~Acquisition ~~which will be replaced~~ or ~~assumed~~Disposal ~~by Butler America), subject to adjustment for certain changes in the agreed upon amounts~~ of ~~the Company’s loans, disbursements and receivables outstanding~~Assets. Consummation of the transactions contemplated by the Purchase Agreement is subject to higher and better offers received in a Bankruptcy Court-supervised auction, approval of the Bankruptcy Court and other closing conditions. In connection with the Purchase Agreement, on June 1, 2009, the Debtors filed a motion for an order granting authority to sell their assets to Butler America pursuant to Section 363 of the Bankruptcy Code, establishing bidding and auction procedures, designating Butler America as the “stalking horse bidder” and setting a hearing date to approve the sale of the assets. After entry of the bid procedures order approving the bidding and auction process, the Debtors plan to engage in an auction process with any and all interested parties.

On July 7, 2009, pursuant to the previously announced Asset Purchase Agreement (the “Purchase Agreement”), dated May 29, 2009, as amended on each of June 11, 2009, 1June 12, 2009 and June 24, 2009, the Company, ~~issued~~and acertain ~~press~~of ~~release~~its ~~relating~~direct toand indirect subsidiaries, including Butler Services International, Inc., Butler of New Jersey Realty Corp., Butler Service Group, Inc., Butler Telecom, Inc., Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC (collectively with the ~~Chapter~~Company, 11the ~~Petitions~~“Sellers”) completed the sale of substantially all of its operating assets (excluding certain assets related to or used in the business of Chief Executive Magazine and Publishing, which are proposed to be sold under the Publishing Purchase Agreement described in Item 1.01 above) to Butler America LLC (“Butler America”). The consideration paid for such assets was approximately $26.2 million in cash, aplus the ~~copy~~assumption of certain liabilities associated with the acquired assets. In connection with the closing of such asset sale, the parties to the Purchase Agreement entered into a side letter (“Side Letter”), dated July 7, 2009, which isclarified, ~~filed~~among ~~herewith~~other asthings, ~~Exhibit~~the actual amount of 99the cash consideration to be paid in the transaction. Proceeds from the asset sale under the Purchase Agreement were used to pay off the loan balance payable to General Electric Capital Corporation by the Sellers. The Purchase Agreement and the transactions contemplated thereby were approved on July 1, 2009 by the Bankruptcy Court.

~~Item~~The summary of each of the Purchase Agreement and the Side Letter set forth in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the file text of each of the Purchase Agreement filed as Exhibit 2.031, Amendment No. ~~Creation~~ of1 ato ~~Direct~~the ~~Financial~~Purchase ~~Obligation~~Agreement orfiled anas ~~Obligation~~Exhibit 2.2, ~~under~~Amendment anNo. ~~Off-Balance~~2 ~~Sheet~~to ~~Arrangement~~the ofPurchase aAgreement ~~Registrant~~filed as Exhibit 2.3, Amendment No. 3 to the Purchase Agreement filed as Exhibit 2.4, and the Side Letter filed as Exhibit 2.5 hereto and incorporated herein by this reference.

On ~~June~~July 49, 2009, the ~~Debtors~~Company ~~entered~~issued ~~into~~a ~~that~~press ~~certain~~release ~~Senior~~relating ~~Secured,~~to ~~Super-Priority Debtor-in~~closing ~~Possession~~of ~~Credit~~the ~~Agreement among Butler Service Group, Inc.~~asset ~~(“Borrower”),~~sale asdescribed ~~debtor-in possession~~above, ~~the~~a ~~other~~copy ~~Debtors,~~of aswhich ~~credit~~is ~~parties~~filed ~~(the “Other~~herewith ~~Credit Parties”), General Electric Capital Corporation (“GECC”),~~ as ~~agent~~Exhibit ~~and lender, and the other lenders party thereto (the “DIP Credit Agreement”), subject to final approval of the Bankruptcy Court~~99.1.

The DIP Credit Agreement provides for an aggregate commitment of up to $30 million, which permits borrowings on a revolving basis. The commitment includes a $50,000 sub-limit for swingline loans. All letters of credit issued for the account of Borrower under the Pre-Petition Loan Agreement (as defined below) shall continue in place under the DIP Credit Agreement.

Outstanding borrowings under the DIP Credit Agreement will bear interest at a per annum rate equal to (A) with respect to revolving credit advances, (i) if such advances bear reference to the Index Rate referred to under the DIP Credit Agreement, 7.75% plus the highest of (a) the prime rate as determined by GECC from time to time, (b) the average federal funds rate plus 3.0%, and (c) the LIBOR Rate referred to under the DIP Credit Agreement for an interest period of three months plus .25% (such highest per annum rate, the “Index Rate”); (ii) if such advances bear reference to the LIBOR Rate referred to under the DIP Credit Agreement, the LIBOR Rate plus 8.0%; or (iii) if such advances bear reference to the Commercial Paper Rate referred to under the DIP Credit Agreement, the Commercial Paper Rate plus 8.0%; and (B) with respect to swingline loans, 7.75% plus the Index Rate. Interest payments on LIBOR Rate loans are payable on the last day of the applicable LIBOR interest period (one, two or three months). Interest payments on all other loans are payable monthly.

The DIP Credit Agreement provides for certain financial and other covenants, various representations and warranties, and events of default that are customary for transactions of this nature. The loans under the DIP Credit Agreement are permitted to be used to repay in full the outstanding principal, accrued interest, and accrued fees and expenses owing to lenders under the Pre-Petition Loan Agreement and to fund the working capital requirements of Borrower substantially in accordance with an agreed upon budget during the pendency of the Chapter 11 Proceedings.

The principal amount of outstanding loans under the DIP Credit Agreement, together with accrued and unpaid interest thereon, are payable in full at maturity on December 4, 2009, subject to earlier repayment upon certain events, including the closing of the transactions contemplated by the Purchase Agreement. All obligations under the DIP Credit Agreement are unconditionally guaranteed by the Debtors and are secured by a first priority lien on substantially all of the assets of the Debtors, subject to specified permitted liens in the DIP Credit Agreement. The obligations of Borrower and the Other Credit Parties shall constitute administrative expenses of such parties under the Chapter 11 Proceedings with administrative priority and senior secured status under Section 364(c) and 364(d) of the Bankruptcy Code.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The filing of the Chapter 11 Petitions described in Item 1.03 above constitutes an event of default under the express terms of the Third Amended and Restated Credit Agreement, dated as of August 29, 2007, among the Debtors, GECC, as agent and lender, and the lenders from time to time signatory thereto (as amended, modified or supplemented through the date of the Chapter 11 Petitions, the “Pre-Petition Loan Agreement”). As a result of such event of default, all obligations under the Pre-Petition Loan Agreement became automatically and immediately due and payable, subject to an automatic stay of any action to collect, assert, or recover a claim against the Debtors and the application of applicable bankruptcy law. The total amount of principal and accrued interest outstanding under the Pre-Petition Loan Agreement was approximately $20,155,000 at June 1, 2009.

The filing of the Chapter 11 Petitions described in Item 1.03 above also constitutes an event of default under the express terms of the Second Lien Credit Agreement, dated as of August 29, 2007, by and among Borrower, Monroe Capital Management Advisors LLC, and the other lenders party thereto from time to time (as amended, modified or supplemented through the date of the Chapter 11 Petition, the “Pre-Petition Second Lien Credit Agreement”). As a result of such event of default, all obligations under the Pre-Petition Second Lien Credit Agreement became automatically and immediately due and payable, subject to an automatic stay of any action to collect, assert, or recover a claim against the Debtors and the application of applicable bankruptcy law. The total amount of principal and accrued interest outstanding under the Pre-Petition Second Lien Credit Agreement was approximately $22,562,219 at June 1, 2009.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2009, Hugh McBreen resigned as a member of the Board of Directors of the Company and all other directorships he held at any of the Company’s subsidiaries, effective immediately.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

992.1 ~~Press~~Asset ~~Release~~Purchase Agreement, dated ~~June~~May 129, 2009, by and among Butler America LLC, Butler International, Inc., Butler Services International, Inc., Butler of New Jersey Realty Corp., Butler Service Group, Inc., Butler Telecom, Inc., Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC.

~~Forward-Looking Statements~~2.2 Amendment No. 1, dated June 11, 2009, to Asset Purchase Agreement, dated May 29, 2009, by and among Butler America LLC, Butler International, Inc., Butler Services International, Inc., Butler of New Jersey Realty Corp., Butler Service Group, Inc., Butler Telecom, Inc., Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC.

~~Any forward-looking~~2.3 ~~statements~~Amendment inNo. ~~this~~2, ~~Form~~dated ~~8-K~~June ~~(including~~12, ~~any~~2009, ~~exhibits)~~to byAsset ~~their nature~~Purchase ~~involve~~Agreement, ~~risks~~dated ~~and~~May ~~uncertainties~~29, ~~that~~2009, ~~could~~as ~~significantly impact operations~~amended, ~~markets,~~by ~~products~~ and ~~expected~~among ~~results,~~Butler ~~including~~America ~~the~~LLC, ~~current ongoing~~Butler ~~credit~~International, ~~crisis~~Inc., ~~deteriorating~~Butler ~~global~~Services ~~economic~~International, ~~conditions~~Inc., ~~the~~Butler ~~potential adverse impact~~ of ~~the~~New ~~Chapter~~Jersey 11Realty ~~Proceedings~~Corp., onButler ~~the~~Service ~~Company’s~~Group, ~~operations~~Inc., ~~and relationships~~Butler ~~with~~Telecom, ~~customers~~Inc., ~~and~~Butler ~~suppliers~~Utility ~~and~~Service, ~~its~~Inc., ~~ability to close the transactions contemplated by the Purchase Agreement with~~ Butler ~~America~~Services, ~~or another purchaser~~Inc. ~~The~~, ~~Company~~and ~~disclaims~~Butler ~~any~~Resources, ~~obligation to update any forward-looking statements~~LLC.

2.4

Amendment No. 3, dated June 24, 2009, to Asset Purchase Agreement, dated May 29, 2009, as amended, by and among Butler America LLC, Butler International, Inc., Butler Services International, Inc., Butler of New Jersey Realty Corp., Butler Service Group, Inc., Butler Telecom, Inc., Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC.

2.5

Side Letter, dated July 7, 2009, to Asset Purchase Agreement, dated May 29, 2009, as amended, by and among Butler America LLC, Butler International, Inc., Butler Services International, Inc., Butler of New Jersey Realty Corp., Butler Service Group, Inc., Butler Telecom, Inc., Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC.

99.1	Press Release dated July 9, 2009.

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 hereunto duly authorized.

Date: June 5, 2009		Butler International, Inc. (Registrant)
Date: July 13, 2009		Butler International, Inc. (Registrant)
		/s/ Ronald Uyematsu
		Ronald Uyematsu President and Chief Executive Officer

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