As Filed With the Securities and Exchange Commission on June 6, 1996
Registration Statement No.33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
BION ENVIRONMENTAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1176672
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
Bion Environmental Technologies, Inc.
555 Seventeenth Street, Suite
3310 Denver, Colorado
80202
(303) 294-0750
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and place of business)
Bion Environmental Technologies, Inc. Fiscal Year 1994 Incentive Plan
Bion Environmental Technologies, Inc. 1996 Nonemployee Director Stock Plan
(Full Title of Plans)
Jon Northrop, Chairman and CEO
Bion Environmental Technologies,Inc.
555 Seventeenth Street,
Suite 3310 Denver, Colorado 80202
(303) 294-0750
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy To:
STANLEY F. FREEDMAN, ESQ.
Krys Boyle Golz Reich Freedman & Scott, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202-5427
________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share1 Price1 Fee
<S> <C> <C> <C> <C>
Common Stock, $.00 par value 100,000 $4.25 $425,000 $146.55
Common Stock, $.00 par value 330,928 $4.25 $1,406,444 $484.98
Total Registration Fee $631.53
</TABLE> (Footnotes on following page)
___________________
1 Estimated solely for the purpose of calculating the amount
of the registration fee.
2 Registration fee based upon options to purchase a total of
100,000 shares at varying exercise prices to be issued
from time to time pursuant to the Registrant's 1996
Nonemployee Director Stock Plan, calculated pursuant to
Rule 457(h) under the Securities Act of 1933, as amended.
3 Registration fee based upon shares to be issued in the
future from time to time pursuant to the Registrant's
Fiscal Year 1994 Incentive Plan , calculated pursuant to
Rule 457(h) under the Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to employees and/or
nonemployee directors, as appropriate, as specified by Rule
428(b)(1), and are not being filed with the Commission, either as
part of this Registration Statement or as Prospectuses or
Prospectus Supplements pursuant to Rule 424, pursuant to the
instructions to Part I. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, shall constitute a
Prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below in paragraphs (a) through (c)
of this Item hereby are incorporated by reference in this
Registration Statement. In addition, all documents hereafter
filed by Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
(a) Registrant's Annual Report on Form 10-KSB for
Registrant's fiscal year ended June 30, 1995, filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(b) All other reports filed by Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year ended June 30, 1995.
(c) Description of Registrant's Common Stock, no par
value, as set forth in Item 11 of Registrant's Registration
Statement on Form 10, as filed with the Commission on June 5,
1991.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Colorado Business Corporation Act generally provides
that a corporation may indemnify its directors, officers,
employees and agents against liabilities and reasonable expenses
(including attorneys' fees) incurred in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of being or
having been a director, officer, employee, fiduciary or agent of
the Corporation, if such person acted in good faith and reasonably
believed that his conduct in his official capacity with the
Corporation was in the best interests of the Corporation (or, with
respect to employee benefit plans, was in the best interests of
the participants in or beneficiaries of the plan), and in all
other cases his conduct was at least not opposed to the
Corporation's best interests. In the case of a criminal
proceeding, the director, officer, employee or agent must have had
no reasonable cause to believe his conduct was unlawful. The
Corporation may not indemnify a director, officer, employee or
agent in connection with a proceeding by or in the right of the
Corporation if such person is adjudged liable to the Corporation,
or in a proceeding in which such person is adjudged liable for
receipt of an improper personal benefit. Unless limited by the
Corporation's Articles of Incorporation, the Corporation shall be
required to indemnify a director or officer of the Corporation who
is wholly successful, on the merits or otherwise, in defense of
any proceeding to which he was a party, against reasonable
expenses incurred by him in connection with the proceeding. The
foregoing indemnification is not exclusive of any other rights to
which those indemnified may be entitled under applicable law, the
Corporation's Articles of Incorporation, Bylaws, agreement, vote
of shareholders or disinterested directors, or otherwise.
The Corporation's Articles of Incorporation and Bylaws
generally provide for indemnification of directors, officers,
employees and agents to the fullest extent allowed by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item: Description:
4 Instruments defining the rights of holders, including
Indentures:
4.1 Articles of Incorporation of Registrant (as amended)
previously filed and incorporated herein by reference.
4.2 Bylaws of Registrant.
4.3 Statement of Designations and Preferences of Series B
Convertible Preferred Stock previously filed and
incorporated herein by reference.
5 Opinion re: legality:
5.1 Opinion of Krys Boyle Golz Reich Freedman & Scott, P.C.
dated June 6, 1996.
23 Consents of Experts and Counsel:
23.1 Consent of Krys Boyle Golz Reich Freedman & Scott, P.C.
(contained in Exhibit 5.1).
23.2 Consent of Ehrhardt, Keefe, Steiner & Hottman, P.C.,
Certified Public Accountants (contained in Exhibit
15.1).
24 Power of attorney:
Not applicable.
28 Information from reports furnished to state insurance
regulatory authorities:
Not applicable.
99 Additional exhibits:
None.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a posteffective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Denver, State of Colorado, on June 6, 1996.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By /s/ Jon Northrop, Chairman
Jon Northrop, Chairman,
Chief Executive Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Title Date
/s/ Jon Northrop Chairman of the Board, June 6, 1996
Jon Northrop Chief Executive Officer and
Secretary (Principal Executive
Officer) and Director
/s/ Jere Northrop President and Director June 6, 1996
Jere Northrop
/s/ M. Duane Stutzman Treasurer (Principal Financial June 6, 1996
M. Duane Stutzman and Accounting Officer) and
Director
/s/ Ronald G. Cullis Director June 6, 1996
Ronald G. Cullis
/s/ John Schwanekamp Director June 6, 1996
John Schwanekamp
June 6, 1996
Bion Environmental Technologies, Inc. 555
Seventeenth Street, Suite 3310 Denver
Colorado 80202
Re: Legality of Issuance of Common Shares
Gentlemen:
We have acted as counsel for Bion Environmental
Technologies, Inc., a Colorado corporation (the "Company"), in
connection with the filing of a Registration Statement on Form S8
(the "Registration Statement"), under the Securities Act of
1933, as amended, covering the offer and sale by the Company of
up to 100,000 of the Company's Common Shares issuable pursuant to
the Company's 1996 Non-employee Director Stock Plan and up to
330,928 shares pursuant to its 1994 Incentive Plan. We have
reviewed the corporate action of the Company in connection with
these matters and have examined such documents, corporate records
and other instruments as we deemed necessary for the purpose of
this opinion.
Based upon the foregoing, it is our opinion that:
(i) the Company is a corporation duly organized and validly
existing under the laws of the State of Colorado;
(ii) the issuance of the Common Shares has been duly
authorized by the Company; and
(iii) the 430,928 Common Shares offered, when issued and
sold in the manner described in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors
of the Company, and when full payment therefor shall have been
received by the Company, will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of our name in the Registration
Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
KRYS BOYLE GOLZ
REICH FREEDMAN & SCOTT, P.C.
By: /s/ Stanley F. Freedman, P.C.
Stanley F. Freedman, P.C.
DJR/jab
exhibit 5.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Board of Directors
Bion Environmental Technologies, Inc.
555 17th Street, Suite 3310
Denver, Colorado 80202
We hereby consent to the incorporation by reference of our report
on Bion Environmental Technologies, Inc. (the "Company") dated
August 10, 1995, into the Company's Registration Statement on
Form S-8, and to all references to our firm included in such
Registration Statement.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
June 4, 1996
Denver, Colorado
exhibit 15.1
