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: September 1, 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
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ITEM 5. OTHER EVENTS.
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(A) Effective September 1, 1997, Bion Environmental Technologies, Inc.
(the "Registrant") accepted the resignation of C. Duane Kennedy, President of
the Registrant*s two wholly owned subsidiaries Bion Technologies, Inc. and
BionSoil, Inc. Jere Northrop, PhD., co-founder of the Registrant and brother
of the Registrant*s Chief Executive Officer Jon Northrop, replaces Mr. Kennedy
as President. Mr. Kennedy requested the resignation for personal reasons which
made it not possible for Mr. Kennedy to fully carry out the duties of
President. Mr. Kennedy has agreed to act in a consulting role to the
Registrant in the area of BionSoil' products marketing and sales. All
unissued warrants contained in Mr. Kennedy*s compensation package (see Form
8-K dated January 2, 1997) have been canceled. Mr. Kennedy will receive a
monthly consulting fee of $5,000.00.
(B) Effective September 15, 1997, the Registrant made awards to all current
employees (excluding Registrant*s officers) under the Registrant*s Fiscal Year
1994 Incentive Plan totaling 27,762 options with an exercise price of $4.00
per share, 27,756 options with an exercise price of $6.00 per share, 27,754
options with an exercise price of $8.00 per share, 10,000 options with an
exercise price of $10.00 per share, 10,000 options with an exercise price of
$12.50 per share, and 10,000 options with an exercise price of $15.00 per
share; all of the above options expire on December 31, 2001. The options will
vest as follows: for employees with less than one year of service, the first
third shall vest on their one year employment anniversary date, the second
third shall vest on their second anniversary date, and the last third on their
third anniversary. For employees with more than one year of service, the
first third shall vest on the above effective date, and the second and last
third shall vest twelve and twenty-four months thereafter respectively.
Additionally, the Registrant will issue effective immediately restricted stock
and warrants to purchase stock to the following officers: M. Duane Stutzman,
the Registrant*s Chief Financial Officer, will receive the following: (a)
10,000 shares of the Registrant*s restricted and legended common stock, (b)
25,000 warrants with an exercise price of $4.00 per share, 25,000 warrants
with an exercise price of $6.00 per share, and 20,000 warrants with an
exercise price of $8.00 per share, all three classes of warrants shall vest
and be exercisable commencing September 15, 1997;(c) 20,000 warrants with an
exercise price of $10.00 per share shall vest and be exercisable on September,
15, 1998, 20,000 warrants with an exercise price of $12.50 per share and
20,000 warrants with an exercise price of $15.00 per share shall vest and be
exercisable on September 15, 1999. All classes of warrants discussed in this
paragraph are to purchase restricted and legended shares of common stock of
the Registrant and shall expire on December 31, 2001.
Jon Northrop, the Registrant*s Chief Executive Officer, and Jere Northrop,
President of the Registrant*s two wholly owned subsidiaries Bion Technologies,
Inc. and BionSoil, Inc., shall each receive 75,000 Class E-1 warrants to
purchase the Registrant*s restricted and legended common stock at $6.00 per
share with the exercise period commencing on January 1, 2001 and expiring on
December 31, 2001, and 150,000 Class X warrants to purchase restricted and
legended common stock of the Registrant at a price of $10.00 per share with
the exercise period commencing January 1, 2003 and expiring on December 31,
2003.
(C) Effective September 15, 1997, the Registrant changed its NASDAQ Bulletin
Board trading symbol from "BIET" to "BION" so that its trading symbol would
more closely reflect the Registrant*s name.
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: September 16, 1997 By: /s/ M. Duane Stutzman
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M. Duane Stutzman,
Chief Financial Officer
