Butler National Corp – ‘DEFS14A’ for 12/4/98 – EX-1

As of:  Tuesday, 12/22/98   ·   For:  12/4/98   ·   Accession #:  15847-98-38   ·   File #:  0-01678

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     10±    47K 
                          Meeting                                                
 2: EX-1        Underwriting Agreement                                 2±     7K 

EX-1   —   Underwriting Agreement

EXHIBIT A 

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BUTLER NATIONAL CORPORATION 

BUTLER NATIONAL CORPORATION, a corporation (the "Corporation")    
organized and existing under and by virtue of the General Corporation Law of    
the State of Delaware,                                                          

DOES HEREBY CERTIFY:                                                

   FIRST:  That the Board of Directors of BUTLER NATIONAL CORPORATION duly
adopted resolutions setting forth a proposed amendment of the Certificate of    
Incorporation of said corporation, declaring said amendment to be advisable     
and calling a meeting of the stockholders of said corporation for               
consideration thereof.  The resolution setting forth the proposed amendment is  
as follows:                                                                     

   "RESOLVED, that the Certificate of Incorporation of this Corporation be
and is hereby amended by deleting Article FOURTH thereof in its entirety and    
by substituting in lieu thereof the following:                                  

    FOURTH:  Section 1.  The authorized capital of this Corporation shall be
$1,400,000 consisting of 40,000,000 shares of common stock, $.01 par value      
(the ACommon Stock@) and 200,000 shares of preferred stock, the par value of    
$5.00 per share (the "Preferred Stock").  The relative voting rights,           
preferences and other privileges of such capital stock shall be as follows:     

(a)     Common Stock.  Each share of Common Stock shall entitle the 
holder thereof to one (1) vote; all such shares of Common Stock shall be equal  
in all respects and shall confer equal rights upon the holders thereof.         

     (b)     Preferred Stock.  Each share of Preferred Stock shall entitle the
holder thereof to such rights, voting power, preferences and restrictions as    
may be fixed by the board of directors by resolution thereof.                   

     Effectively immediately upon the filing of the Certificate of Amendment
    which contains this provision with the Secretary of State of the State
     of Delaware, the outstanding shares of Common Stock shall be and hereby
   are combined and reclassified as follows:  each share of Common Stock
   shall be reclassified as and converted into one-tenth of one share of
Common Stock, $.01 par value per share, without any action by the 
    holder.  Certificates representing shares combined and reclassified as
  provided in this Certificate of Amendment are thereby canceled, and,
    upon presentation of the canceled certificates to the Corporation, the
holders thereof shall be entitled to receive new certificates     
representing the shares resulting from such combination and       
reclassification."                                                

 Section 2.  A shareholder shall have no pre-emptive rights to subscribe
for or purchase any shares of capital stock or other securities of    
whatsoever kind of nature which may be issued by this Corporation;    
voting for directors shall not be cumulative."                        

SECOND:  That said amendment was duly adopted in accordance with the      
provisions of Section 242 of the General Corporation Law of the State of        
Delaware.                                                                       

IN WITNESS WHEREOF, the undersigned has executed this Certificate of      
Amendment of Certificate of Incorporation on the 4th day of December, 1998.     

                         BUTLER NATIONAL CORPORATION

                            By:    /S/ William A. Griffith
                        Name:  William A. Griffith
              Title: Secretary