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: May 19, 1997
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(Date of earliest event reported)
Bion Environmental Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter
Colorado 0-19333 84-1176672
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(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
555 17th Street, Suite 3310, Denver, Colorado 80202
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(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (303) 294-0750
<PAGE>
ITEM 5. OTHER EVENTS.
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(A) Effective May 19, 1997, Bion Environmental Technologies, Inc. (the
"Registrant") closed its office in Washington state and is renegotiating the
agreements covering two systems in Washington and one in Oregon. The
Registrant determined that its resources should be focused more strongly in
New York, North Carolina, and Florida where the Registrant*s systems are
beginning to produce marketable quantities of BionSoil and the prospects of
revenue from systems and soil sales are more immediate. The three systems*
contracts which were managed from the Washington office are being renegotiated
in a manner that permits ongoing licensed use of the Registrant's systems by
the farms involved, and grants them the right to market and sell the soil-like
product produced by the systems as long as no reference is made to "Bion" or
"BionSoil" which are the Registrant*s sole property.
(B) Effective June 5, 1997, the Registrant modified its December 16, 1996
investment banking agreement (as modified on March 10, 1997) with Global
Financial Group ("GFG"). This amendment: (1) extended the termination date
from November 30, 1997 to June 30, 1998, (2) expanded GFG*s engagement to
include primary market maker support and to sponsor the Registrant at any
Regional Investment Banking Association meetings (or similar events
participated in by GFG) as requested by the Registrant, (3) amended the
Compensation provisions by canceling the warrants granted in Section 4,
paragraphs a) and b), delivering 50,000 shares of the Registrant*s restricted
and legended common stock to GFG, granting warrants to purchase (a) 100,000
shares of the Registrant*s common stock at $6.00 per share for a period
commencing on June 5, 1997 and expiring on June 30, 2000, (b) 35,000 shares of
the Registrant*s common stock at $4.00 per share for a period commencing on
June 5, 1997 and expiring on June 30, 1999, and (4) the Registrant agreed to
reimburse GFG for all pre-approved expenses incurred by GFG in carrying out
the terms of this agreement. A copy of the June 5, 1997 agreement is attached
hereto as Exhibit 10.1.
(C) Effective August 15, 1997, the Registrant modified its February 6, 1997
investment banking agreement (as modified on March 14, 1997) with Sauceda &
Granville Securities, Inc. ("SGS") This amendment: (1) extended the
termination date from November 30, 1997 to December 31, 1997, and(2) extended
SGS*s June 30, 1997 deadline to raise not less than $1,000,000, or an amount
satisfactory to the Registrant, to December 31, 1997. A copy of the August 15,
1997 agreement is attached hereto as Exhibit 10.2.
(D) Effective July 1, 1997, the Registrant entered into an agreement with
Norman Olshansky to act as a financial advisor and consultant to assist the
Registrant in arranging equity and debt financings through private placement
or public offering, joint ventures or other business combinations,
institutional borrowings, acquisitions, mergers, or consolidations. A copy of
the July 1, 1997 agreement is attached hereto as Exhibit 10.3.
(E) Effective July 1, 1997 the Registrant*s Chief Executive Officer, Jon
Northrop ("JN"), entered into a stock voting agreement with Dublin Holding
Ltd. ("DHL"), LoTayLingKyur, Inc. ("LTLK"), Mark A. Smith ("MAS")
(collectively referred to as "Shareholder") which amended a prior voting
agreement with said Shareholder. The current agreement appoints JN as the
proxy of Shareholder, grants to JN any and all of its voting rights and powers
for the period commencing on the date of this agreement and terminating on
December 31, 2005, provided however that if Registrant is not profitable by
June 30, 1999 said voting agreement will terminate on January 1, 2000. A copy
of the agreement is attached hereto as Exhibit 9.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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9.1 Voting Agreement effective July 1, 1997 between the Regis-trant*s
Chief Executive Officer, Jon Northrop, and Dublin Holding Ltd.,
LoTayLingKyur, Inc., and Mark A. Smith.
10.1 Modified Investment Banking Agreement effective June 5, 1997
between the Registrant and Global Financial Group, Inc.
10.2 Modified Investment Banking Agreement effective August 14, 1997
between the Registrant and Sauceda & Granville Securities,
Inc.
10.3 July 1, 1997 Agreement between the Registrant and Norman Olshansky
to act as a financial advisor and consultant to the
Registrant.
<PAGE>
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: August 29, 1997 By: /s/ M. Duane Stutzman
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M. Duane Stutzman,
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Financial Statements and Exhibits.
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9.1 Voting Agreement effective July 1, 1997 between the Registrant*s Chief
Executive Officer, Jon Northrop, and Dublin Holding Ltd.,
LoTayLingKyur, Inc., and Mark A. Smith.
10.1 Modified Investment Banking Agreement effective June 5, 1997 between
the Registrant and Global Financial Group, Inc.
10.2 Modified Investment Banking Agreement effective August 14, 1997
between the Registrant and Sauceda & Granville Securities, Inc.
10.3 July 1, 1997 Agreement between the Registrant and Norman Olshansky to
act as a financial advisor and consultant to the Registrant.
Exhibit 9.1
STOCK VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement"), effective this 1st day of July,
1997, is by, between and among Bion Environmental Technologies, Inc. ("BIET"),
Dublin Holding, Ltd ("DHL"), LoTayLingKyur, Inc. ("LTLK"), Mark A. Smith
("MAS") (collectively DHL, LTLK, and MAS are the "Shareholder"), and Jon
Northrop ("JN").
WHEREAS, Shareholder owns shares of the issued and outstanding common
stock of BIET and warrants to purchase shares of common stock of BIET
(collectively the "Securities").
NOW THEREFORE, in consideration of the mutual agreements of the parties
hereto and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
1. Shareholder hereby constitutes and appoints JN with full power of
substitution, for the period commencing on the date hereof and ending on
December 31, 2005, to vote the Securities as the proxy of Shareholder, at any
and all meetings, regular or special, of the shareholders of BIET, or at any
adjournments thereof, which may be held during such period, hereby granting to
said JN (the "Proxy"), as Shareholder's attorney and Proxy, all powers
Shareholder would possess if personally present at any such meetings. The
Proxy granted hereby is expressly acknowledged to be coupled with an interest
and shall be irrevocable to the full extent permitted by law until December
31, 2005, except to the extent specifically provided in Paragraph 3 below, and
subject to the following limitation: if BIET is not profitable by June 30,
1999, this agreement shall terminate on January 1, 2000, unless the parties
hereto agree otherwise in writing. The Proxy granted hereby revokes any other
proxy relative to the Securities heretofore granted by Shareholder.
2. During the entire term of this Agreement, the Proxy shall have full
and absolute discretion as to the manner in which Securities are to be voted
as to any matter whatsoever, all without any liability or obligation of any
kind to Shareholder.
3. Nothing contained herein shall be construed in such a manner so as to
prohibit or preclude the sale or exchange of all or any part of the Securities
by Shareholder in accordance with the provisions of this Paragraph 3. In the
event that all or any portion of the Securities are sold, assigned or
exchanged by Shareholder (and/or its assigns) to non-affiliated persons or
entities prior to December 31, 2005, then transferred portion of the
Securities shall no longer be subject in any manner whatsoever to the voting
restrictions set forth above, and shall be entirely released from same, unless
otherwise agreed to in writing.
4. A counterpart of this Agreement shall forthwith be deposited with
BIET at its principal place of business.
5. This Agreement shall be construed in accordance with the laws of the
State of Colorado and shall be binding upon the successors and assigns of each
party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date set forth above.
Bion Environmental Technologies, Inc.
By: /s/ M. Duane Stutzman
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Authorized Officer
Dublin Holding, Ltd
By: /s/ Mark A. Smith,authorized agt, asst secy
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Authorized Officer
LoTayLingKyur, Inc.
By: /s/ Mark A. Smith, President
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Authorized Officer
/s/ Mark A. Smith
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Mark A. Smith
/s/ Jon Northrop
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Jon Northrop
Exhibit 10.1
June 5, 1997
Kevin S. Miller, Chairman/President
Global Financial Group, Inc.
100 Washington Square, Suite 1319
Minneapolis, MN 55401
Dear Mr. Miller:
Upon acceptance this letter will serve as the second amendment (the
"Second Amendment") to the agreement between Global Financial Group ("GFG")
and Bion Environmental Technologies, Inc. ("BIET") dated December 16, 1996 as
amended March 10, 1997, concerning BIET's retention of GFG to provide
investment banking services (the "Agreement").
A. Term of the Agreement is hereby amended to be from December 1, 1996 to
June 30, 1998, instead of from December 1, 1996 to November 30, 1997 as was
previously stated in the introductory paragraph of the Agreement.
B. Section 3. Engagement of GFG, is hereby amended to read as follows:
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Engagement of GFG. BIET engages GFG and GFG accepts such engagement,
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effective June 4, 1997, to provide BIET with primary market maker support, to
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sponsor BIET at any Regional Investment Banking Association meetings (or other
similar events that GFG participates in) as requested by BIET, to consult with
BIET concerning business and financial planning, corporate organization and
structure, financial matters in connection with the operation of the business
of BIET, private and public equity and debt financing, acquisitions, mergers
and other similar business combinations, BIET's relations with its securities
holders, preparation and distribution of periodic reports, and shall
periodically provide to BIET analysis of its financial statements. Said
advice and consultation shall be provided to BIET in such form, manner and
place as BIET reasonably requests. GFG shall not by this Agreement be
prevented or barred from rendering services of the same or similar nature, as
herein described, or services of any nature whatsoever for, or on behalf of,
persons, firms, or corporations other than BIET. Similarly, BIET shall not be
prevented or barred from seeking or requiring services of a same or similar
nature from persons other than GFG.
C. Section 4. Compensation, all warrants granted in paragraphs a) and b)
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are hereby cancelled and paragraph a) is hereby amended to read as follows:
a) BIET shall deliver to GFG upon execution hereof:
1) 50,000 shares of restricted and legended BIET common stock;
2) A warrant to purchase 100,000 shares of BIET common stock at $6.00 per
share for a period commencing with the date of this Second Amendment and
expiring June 30, 2000;
3) A warrant to purchase 35,000 shares of BIET common stock at $4.00 per
share for a period commencing with the date of this Second Amendment and
expiring June 30, 1999;
4) If at any time prior to the exercise of these warrants BIET undertakes
to register any shares of its common stock pursuant to a form of registration
statement which would allow registration of the shares underlying the exercise
of these warrants, then BIET shall include the underlying shares in such
registration statement at BIET's sole cost; PROVIDED, HOWEVER, in the event
of a registration statement involving an underwriter, such underwriter shall
have the right, in its sole discretion, to impose restrictions on the resale
of BIET's securities issued pursuant hereto and/or eliminate this registration
from the underwritten registration statement in its entirety. There is no
assurance that any registration statement including the warrants or the shares
underlying the warrants will ever be filed, or, if filed, will become
effective.
D. Section 4. Compensation, paragraph b) is hereby amended to read as
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follows:
b) BIET shall reimburse GFG for all pre approved expenses incurred by GFG in
carrying out the terms of this agreement.
Please sign on the indicated line and send a copy to me by facsimile
transmission which shall be deemed sufficient binding acknowledgement of this
Second Amendment to our Agreement. I will forward an originally executed copy
of this Second Amendment for your records and would ask you to sign a second
copy of the Second Amendment and return it for my records.
Sincerely,
BION ENVIRONMENTAL TECHNOLOGIES, INC.
/s/ M Duane Stutzman
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M. Duane Stutzman
Chief Financial Officer
AGREED TO AND ACCEPTED:
GLOBAL FINANCIAL GROUP, INC.
By: /s/ Kevin S. Miller
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Kevin S. Miller
Chairman/President
Exhibit 10.2
August 14, 1997
Sauceda & Granville Securities, Inc.
216 16th Street, Suite 840
Denver, CO 80202
Gentlemen:
Upon acceptance, this letter will serve as the Second Amendment to the
Agreement between Sauceda & Granville Securities, Inc. ("SGS") and Bion
Environmental Technologies, Inc. ("BIET") dated February 6, 1997 as amended
March 14, 1997) concerning BIET*s retention of SGS to provide investment
banking services.
A. Term of the Agreement: The term of the agreement is hereby amended to
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be from December 1, 1996 to December 31, 1997, instead of December 1, 1996 to
November 30, 1997 as was previously stated in paragraph A of the First
Amendment to the Agreement dated March 14,1997.
Section 4. Compensation, paragraph (b) is hereby amended to extend SGS*s
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June 30, 1997 deadline to raise not less than $1,000,000, or an amount
satisfactory to BIET, to December 31, 1997.
Please sign the two enclosed originals, keep one for your files, and
return the other to Bion.
Sincerely,
Bion Environmental Technologies, Inc.
/s/ Jon Northrop
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Jon Northrop
Chief Executive Officer
Agreed and Accepted:
Sauceda & Granville Securities, Inc.
By: /s/ Benito Sauceda III 8/15/97
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Benito Sauceda III date
Exhibit 10.3
July 1, 1997
Norman Olshansky
3003-C8 Yamato Road
Suite 1016
Boca Raton, FL 33434
Dear Mr. Olshansky:
This letter confirms our understanding that Norman Olshansky ("Olshansky") has
been retained by Bion Environmental Technologies, Inc. ("BIET) to act as a
financial advisor and consultant. We agree as follows:
1. In the course of rendering his services to BIET, Olshansky will discuss
various strategic options for consideration by BIET. Such options may
include, without limitation, acquisitions, asset sales or purchases, mergers,
consolidations, joint ventures, or other business combinations,
recapitalizations, spin-offs, and equity and debt financings through public
offerings, private placements, institutional borrowings, or otherwise, in each
case involving BIET on the one hand and a third party or parties introduced by
Olshansky on the other hand ("Transactions"). The parties agree that, if
approved by BIET, the name of the third party or parties introduced by
Olshansky hereunder shall be listed on a schedule which shall be annexed to
this Agreement.
BIET will at all times and under all circumstances have the sole and exclusive
right without any liability of any kind to Olshansky to determine whether or
not BIET chooses to consummate any transaction with any party introduced to
BIET by Olshansky. Olshansky will not make any representation to any third
parties which has not been authorized in advance by BIET
2. If one or more Transactions are consummated during the period
commencing on the date hereof and ending one (1) year from the date this
Agreement is terminated, then for each such Transaction, BIET shall pay to
Olshansky or his designee(s) the following compensation for Olshansky's
services hereunder:
A) For acquisitions, asset sales or purchases, mergers,
consolidations, joint ventures,or other business combinations, and equity
financings through private placements or public offerings, Olshansky will be
paid a fee calculated as follows:
i) 6% of funds raised up to $1,000,000;
5% of funds raised from $1,000,001 to $2,000,000;
4% of funds raised from $2,000,001 to $3,000,000;
3% of funds raised from $3,000,001 to $4,000,000;
2% of funds raised above $4,000,001;
ii) However, in the event that brokers or other persons are due fees,
commissions, or other forms of compensation directly or indirectly in
connection with such Transactions, the fee paid to Olshansky will be reduced
by the amount paid to such brokers or other persons, provided howevever that
in no event shall Olshansky*s fee be less than one half percent (0.5%),
subject to regulatory approval, if applicable;
iii) PROVIDED HOWEVER, that in the event of a Transaction not involving cash
receipt by BIET, BIET may, in its sole discretion pay Olshansky's fees in
securities of BIET.
B) For debt financings or institutional borrowings Olshansky will be paid
a fee equal to one half percent (0.5%) of the aggregate consideration (as
defined below) of the Transaction.
For each Transaction completed under this agreement, the fee will be payable
at the time and from time to time as such consideration is received by BIET.
For purposes hereof, aggregate consideration shall mean the total fair market
value of all cash, securities, notes, rights under escrow arrangements, and
any other consideration paid or payable, directly or indirectly, in connection
with a Transaction, as well as institutional debt for borrowed money which is
being assumed in connection therewith. If a portion of Consideration includes
contingent payments, aggregate consideration shall also include 100% of the
face value of such payments when and if made, in which event that portion of
the fee payable to Olshansky hereunder shall be paid to Olshansky coincident
with payment of such contingent payments. If nothing is actually received by
BIET in three years from the date of termination of this agreement, then
nothing is due to Olshansky.
Norman Olshansky
3. In addition to the foregoing payments, BIET shall also reimburse
Olshansky for all reasonable out-of-pocket disbursements and expenses incurred
in carrying out the terms of this Agreement, upon submission of substantiation
therefor. All disbursements and expenses greater than $250.00 require prior
written approval from BIET.
4. The engagement of Olshansky by BIET hereunder (a) may be terminated at
any time by either Olshansky or BIET upon 30 days written notice to the party
or (b) shall terminate by its terms eighteen (18) months from the date hereof.
However, for any transactions which are in place at the time of termination or
that are consumated within one (1) year (as per section two (2)) that were
originated by Olshansky, Olshansky will continue to be compensated under the
terms of this Agreement. In the event of any termination Olshansky will be
entitled to reimbursement of all approved expenses incurred to date. Sections
2, 5, 6, and 7 shall survive any effective date of such termination.
5. Olshansky will not be entitled to receive any compensation for any
transaction with any person or entity with whom BIET can substantiate that it
has an existing relationship.
6. BIET and Olshansky will indemnify and hold each other harmless from any
and all losses, claims, damages or liabilities, joint or several, to which
either may become subject in connection with any transactions contemplated by
the Agreement that are caused by, result from or arise out of any action,
misrepresentation or breach of the other (indemnifying) party, and agree to
reimburse the indemnified party or pay directly for any and all legal or other
expenses incurred in connection with investigating or defending any action or
claim in connection therewith; provided, however, that neither party shall be
liable in any such case to the extent that any such loss, claim damage or
liability is found in a final judgement by a court of competent jurisdiction
to have resulted in material part from any act by the other party which
constitutes, or results in a material breach of any agreement with BIET,
fraud, misconduct or negligence. The foregoing indemnity shall also extend to
directors, officers, employees, agents and controlling personnel of Olshansky
and BIET.
7. General Provisions.
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7.1 Representations. Each party hereto represents that it has the right and
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authorization to enter into this Agreement and to bind itself to the terms and
conditions contained herein.
7.2 Governing Law. This Agreement shall be governed by and interpreted in
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accordance with the laws of the State of Colorado.
7.3 Arbitration. Any dispute between the parties hereto arising from or in
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relation to this Agreement which cannot be settled through amicable
negotiation shall be submitted to arbitration in Denver, Colorado in
accordance with the arbitration rules of the American Arbitration Association,
by three arbitrators appointed according to the applicable arbitration rules.
Either party has ten (10) days within which to (a) give written notice to the
other party of rejection of the arbitrators* decision and the grounds
therefore, and (b) to file legal action in District Court, City and County of
Denver, State of Colorado which the parties agree shall have exclusive
jurisdiction.
7.4 No Waiver. No provision of this Agreement may be waived except by
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agreement in writing signed by the waiving party. A waiver of any term or
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provision of this Agreement shall not be construed as a waiver of any other
term or provision.
7.5 Entire Agreement. The Agreement constitutes the entire agreement between
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the parties hereto regarding the subject matter hereof and supersedes all
negotiations, agreements and commitments in respect thereto.
7.6 Severability. If any provision of this Agreement is declared by any
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court of competent jurisdiction to be invalid for any reason, such invalidity
shall not affect the remaining provisions of this Agreement.
7.7 Notices.
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a) If to Olshansky:
Norman Olshansky
3003-C8 Yamato Road
Suite 1016
Boca Raton, Florida 33434
(561) 994-9914
(561) (fax)
b) If to BIET:
Bion Environmental Technologies, Inc.
555 17th Street, Suite 3310
Denver, Colorado 80202
(303) 294-0750
(303) 298-8251 (fax)
Please sign on the indicated line (top of page 5) and send a copy to me
by facsimile transmission which shall be deemed sufficient binding
acknowledgement of our agreement. I will forward an originally executed copy
of this Agreement for your records and would ask you to sign a second copy of
the Agreement and return it for my records.
Sincerely,
Bion Environmental Technologies, Inc.
/s/ M. Duane Stutzman
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M. Duane Stutzman
Chief Financial Officer
Agreed to and Accepted:
/s/ Norman Olshansky
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Norman Olshansky
