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: August 30, 1996
(Date of earliest event reported)
Bion Environmental Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter
Colorado 0-19333 84-1176672
(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
555 17th Street, Suite 3310, Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (303) 294-0750
ITEM 5. OTHER EVENTS.
(a) (i) Bion Environmental Technologies, Inc., through its
wholly-owned subsidiaries Bion Technologies, Inc. and
BionSoil, Inc. (collectively referred to as the
"Registrant") has recently commenced design, permitting and
preliminary construction activities for BionSoil NMSO
systems for two additional hog producing facilities (with a
total of 21,000 animals) in North Carolina.
(ii) Currently the Registrant has seven BionSoil NMS systems
in operation in New York, Washington, Florida and North
Carolina, seven in various stages of construction (ranging
from final design to initial operation) in Maryland, New
York, Washington and Oregon, and five signed contracts for
installations in New York and North Carolina. The BionSoil
NMS process is designed for the treatment and disposal of
large quantities of untreated livestock waste and wastewater
that are produced in large animal raising agricultural
facilities. The wastes generated in these facilities
represents a significant environmental problem for the
agricultural industry. The process is also designed to
lessen the individual farmer's cost of disposing of such
waste by making the treatment and disposal process more
affordable, and by producing a marketable by-product,
BionSoilO, a nutrient-rich organic soil like product that is
saleable in the organic soils and soil enhancers market.
(b) On August 30, 1996, the Registrant issued warrants under
Registrant's Fiscal Year 1994 Incentive Compensation Plan to
seven employees of Bion Technologies, Inc. (a wholly owned
subsidiary of the Registrant) to purchase 60,000 shares of
the Registrant's Common Stock at a price of $5.00 per share.
The Warrants are exercisable for a 60 month period
commencing September 1, 1996 and expiring August 31, 2001.
(c) Effective September 25, 1996, the Registrant signed a
Memorandum of Understanding (the "Memorandum") with Scott R.
Sieck ("Employee")(collectively the Registrant and the
Employee are the "Parties") whereby the Registrant has
employed Employee in the position of Manager, Corporate
Development and Shareholder Relations (the "Position").
Under the terms of the Memorandum the Position, which
reports to the Chief Executive Officer, is to be a regular
half time position, Employee's performance is to be reviewed
at least annually, Employee compensation is to be $5,000 per
month paid in cash ($3,000) and restricted and legended
Common Stock of the Registrant ($2,000), long term incentive
is provided through three Class K Warrants each to purchase
up to 100,000 restricted and legended shares of the Common
Stock of the Registrant at prices of $6.00 per share
(exercisable from March 1, 1998 to October 1, 1999), $8.00
per share (exercisable from March 1, 2000 to October 1,
2001), and $10.00 per share (exercisable from March 1, 2002
to October 1, 2003)(with the first Warrant vesting on
October 1, 1997, the second vesting on October 1, 1998, and
the third vesting on October 1, 1999), and Employee shall be
awarded two options under Registrant's Fiscal Year 1994
Incentive Compensation Plan, one to purchase up to 50,000
shares of the Registrant's Common Stock at a price of $3.75
exercisable upon signing of the Memorandum through January
1, 1997 and the second to purchase up to 50,000 shares of
the Registrant's Common Stock at a price of $5.25
exercisable upon signing of the Memorandum through April 1,
1997. A copy of the Memorandum is attached hereto as
Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Memorandum of Understanding dated September 25, 1996,
with Scott R. Sieck
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.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Date: October 3, 1996 By: /s/ M. Duane Stutzman
M. Duane Stutzman
N. Chief Executive Officer
INDEX TO EXHIBITS
Financial Statements and Exhibits.
10.1 Memorandum of Understanding dated September 25, 1996,
with Scott R. Sieck
Memorandum of Understanding
This Memorandum of Understanding ("Memorandum") between Bion
Environmental Technologies, Inc. ("Company") and Scott R. Sieck
("Employee")(collectively the "Parties") reflects the mutual
understanding of the Parties of the terms of employment of
Employee by Company.
1. Employee's title shall be Manager, Corporate Development and
Shareholder Relations.
2. Position is a regular, half time position.
3. Employee's performance will be reviewed at least annually.
It is the intent of the Parties that, from time to time as
conditions warrant, such bonus payments as appropriate will be
made to Employee.
4. Position reports to the Chief Executive Officer.
5. Total compensation will be $5,000 per month, $3,000 paid in
cash on normal payroll schedule, $2,000 paid in restricted and
legended shares of the Company's common stock. Stock will be
issued at the end of each three month period. The number of
shares to be issued will be calculated based on a price of $5.00
per share for the first 12 month period, $7.50 per share for the
second 12 month period, and $10.00 per share for the third 12
month period. The Company hereby accepts a pro rata share of
office and clerical support services rendered at 601-B Webster
Ave., not to exceed $2,000.00 per month. Direct expenses
incurred on behalf of the Company will be reimbursed upon
submission and approval of appropriate expense reports on the
15th and last day of the month following submission. Expenses
should be detailed to the extent required to meet IRS
requirements.
6. To provide long term incentive to the employee the Company
shall issue the following Class K Warrants to Employee:
* a Class K-1 Warrant to purchase up to 100,000 shares
of the restricted and legended common stock of the
Company for $6.00 per share exercisable from 3/1/98
through 10/1/99.
* a Class K-2 Warrant to purchase up to 100,000 shares
of the restricted and legended common stock of the
Company for $8.00 per share exercisable from 3/1/00
through 10/1/01.
* a Class K-3 Warrant to purchase up to 100,000 shares
of the restricted and legended common stock of the
Company for $10.00 per share exercisable from 3/1/02
through 10/1/03.
The Class K Warrants shall vest as follows:
As to the Class K-1 Warrant, fully vested on 10/1/97.
As to the Class K-2 Warrant, fully vested on 10/1/98.
As to the Class K-3 Warrant, fully vested on 10/1/99.
7. Employee shall be awarded the following options under the
Company's Fiscal Year 1994 Incentive Compensation Plan:
* an option to purchase up to 50,000 shares of the
Company's common stock at a price of $3.75 exercisable
upon signing of this memorandum through January 1,
1997.
* an option to purchase up to 50,000 shares of the
Company's common stock at a price of $5.25 exercisable
upon signing of this memorandum through April 1, 1997.
8. This Memorandum shall not restrict Employee from engaging in
any other business or activity which in not competitive with the
business of the Company; provided that such additional business
does not interfere with nor is inconsistent with the performance
by the Employee of his duties under this Memorandum.
9. Employee agrees to sign a standard Bion Technologies, Inc.
Employee Confidential Information and Invention Agreement.
By consent of the Parties this Memorandum may be incorporated in
a document drafted by legal counsel at a later date.
Bion Environmental Technologies, Inc.
/s/ Jon Northrop Date: October 3, 1996
Jon Northrop, C.E.O.
/s/ Scott R. Sieck Date: October 3, 1996
Scott R. Sieck
