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): July 715, 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.

On June 23, 2009, Butler Publishing, Inc. (“Publishing”), a subsidiary of Butler International, Inc. (the “Company”), and with respect to certain provisions, the Company, entered into an Asset Purchase Agreement (the “Publishing Purchase Agreement”) with Chief Executive Group, LLC (“CEO Group”).

As previously disclosed, on June 1, 2009, the Company, and certain of its direct and indirect subsidiaries, including Butler Services International, Inc., 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 Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Pursuant to the terms and subject to the conditions set forth in the Publishing Purchase Agreement, CEO Group, upon the completion of the transactions contemplated thereby, will purchase substantially all of Publishing’s assets, and certain intellectual property rights of the Company, and assume certain obligations associated with such purchased assets, through a supervised sale under Section 363 of the Bankruptcy Code. The consideration for such assets under the Publishing Purchase Agreement is (i) $220,000 in cash, subject to decrease based on the amount of third party liabilities actually assumed, (ii) the assumption by CEO Group of certain deferred revenue obligations in the amount of up to $112,626.00, (iii) the assumption by CEO Group of certain third party assumed liabilities in an amount not less than $73,000 but not more than $85,000, as well as additional third party assumed liabilities, and (iv) the assumption of certain liabilities under contracts acquired in the transaction. Consummation of the transactions contemplated by the Publishing Purchase Agreement is subject to approval of the Bankruptcy Court and other closing conditions.

The information set forth in Item 2.01 below with respect to the Side Letter (as defined below) is incorporated herein by this reference.

Item 2.01. Completion of Acquisition or Disposal of Assets.

On July 715, 2009, pursuant to the previously announced Asset Purchase Agreement (the “Purchase Agreement”), dated ~~May 29, 2009, as amended on each of~~ June 1123, 2009, ~~June~~ ~~12, 2009 and June 24, 2009, the Company, and certain of its direct and indirect subsidiaries, including~~ Butler ~~Services International~~Publishing, Inc. (“Publishing”), ~~Butler~~a subsidiary of ~~New~~ ~~Jersey Realty Corp.,~~ Butler ~~Service Group~~International, Inc., ~~Butler~~(the ~~Telecom~~“Company”), ~~Inc.,~~and ~~Butler~~with ~~Utility~~respect ~~Service,~~to ~~Inc.,~~certain ~~Butler Services~~provisions, ~~Inc., and Butler Resources, LLC (collectively with~~ the Company, ~~the “Sellers”)~~ completed the sale of substantially all of ~~its~~Publishing’s operating assets ~~(excluding~~and certain ~~assets~~intellectual property rights owned by the Company and related to or used in the business of Chief Executive Magazine and Publishing, ~~which are proposed~~ to beChief ~~sold~~Executive ~~under~~Group, ~~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~~ 220,000 in cash, plus ~~the~~ the assumption of certain liabilities associated with the acquired assets. InThe ~~connection~~Purchase ~~with~~Agreement and the ~~closing~~transactions ofcontemplated thereby ~~such~~were ~~asset~~approved ~~sale~~on July 14, ~~the parties~~2009 toby the ~~Purchase~~United ~~Agreement~~States ~~entered~~Bankruptcy ~~into~~Court afor the ~~side~~District ~~letter~~of Delaware (the “~~Side~~Bankruptcy ~~Letter~~Court”),. As previously ~~dated~~disclosed, ~~July~~on 7June 1, 2009, ~~which~~the ~~clarified~~Company, ~~among~~and ~~other~~certain ~~things,~~of ~~the~~its ~~actual~~direct ~~amount~~and ofindirect ~~the~~subsidiaries, ~~cash~~including ~~consideration~~Butler toServices beInternational, ~~paid~~Inc., inButler ~~the~~of ~~transaction~~New Jersey Realty Corp. ~~Proceeds~~, ~~from the~~Butler ~~asset~~Service ~~sale~~Group, ~~under~~Inc., ~~the~~Publishing, ~~Purchase~~Butler ~~Agreement~~Telecom, Inc., ~~were~~Butler ~~used~~Utility toService, ~~pay~~Inc., ~~off~~Butler ~~the~~Services, ~~loan balance~~Inc., ~~payable~~and toButler ~~General~~Resources, LLC, ~~Electric~~each ~~Capital~~filed ~~Corporation~~a byvoluntary ~~the Sellers. The~~petition ~~Purchase~~for ~~Agreement~~relief ~~and~~under ~~the~~Chapter ~~transactions~~11 ~~contemplated thereby~~of ~~were~~Title ~~approved~~11 onof the ~~July~~United 1,States ~~2009~~Code byin the Bankruptcy Court.

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 2.1, Amendment No. 1 to the Purchase Agreement filed as Exhibit 2.2, Amendment No. 2 to the Purchase Agreement 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 July 9, 2009, the Company issued a press release relating to closing of the asset sale described above, a copy of which is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

2.1 Asset Purchase Agreement, dated ~~May~~June 2923, 2009, by and ~~among~~between ~~Butler~~Chief ~~America~~Executive ~~LLC~~Group, ~~Butler International~~LLC, ~~Inc.,~~ Butler ~~Services International~~Publishing, Inc., ~~Butler~~and ofwith ~~New~~respect ~~Jersey~~to ~~Realty~~certain ~~Corp.,~~sections ~~Butler Service Group~~only, ~~Inc.,~~ Butler ~~Telecom~~International, Inc.~~, Butler Utility Service, Inc., Butler Services, Inc., and Butler Resources, LLC.~~

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.

2.3 Amendment No. 2, dated June 12, 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.

2.4 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: July 13, 2009		Butler International, Inc. (Registrant)
Date: July 22, 2009		Butler International, Inc. (Registrant)
		/s/ Ronald Uyematsu
		Ronald Uyematsu President and Chief Executive Officer

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