As filed with the Securities and Exchange Commission on December __, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BION ENVIRONMENTAL TECHNOLOGIES, INC.
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Exact name of Registrant as specified in its charter
Colorado 84-1176672
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(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
555 Seventeenth Street, Suite 3310, Denver, Colorado 80202
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(Address of principal executive offices, including Zip Code)
1994 INCENTIVE PLAN
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(Full title of the plan)
Jon Northrop, Chief Executive Officer
555 Seventeenth Street, Suite 3310, Denver, Colorado 80202
(303) 294-0750
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(Name, address and telephone number, including area code,
of agent for service)
Copy to: Stanley F. Freedman, Esq.
KRYS BOYLE FREEDMAN & SAWYER, P.C.
600 Seventeenth Street, Suite 2700, South Tower
Denver, Colorado 80202
(303) 893-2300
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registra-
Registered be Registered Price Per Share Offering Price tion Fee
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Common Stock, 1,159,974 $2.63 (1) $3,050,731.62 $848.10
No Par Value Shares
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(1) Calculated based on the closing price of the Registrant's Common Stock on
December 20, 1999, as reported on the Over-the-Counter Bulletin Board.
<PAGE>
Pursuant to General Instruction E to Form S-8, regarding the registration
of additional securities, Bion Environmental Technologies, Inc.( the "Company")
is hereby registering additional shares of common stock, no par value per share
(the "Common Stock"), in the number set forth on the cover of this Registration
Statement. On June 30, 1998, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No. 333-58159)
relating to shares of the Company's Common Stock to be issued in connection with
the Company's 1994 Incentive Plan. This Registration Statement relates to
securities (a) of the same class as those to which the prior Registration
Statement relates, and (b) to be issued pursuant to the Plan.
This Registration Statement also relates to and hereby registers the
maximum number of shares issuable under the 1994 Incentive Plan (20% of the
Company's outstanding shares), a presently indeterminable amount as the level of
outstanding shares increases with future transactions.
This Registration Statement incorporates by reference the contents of the
prior Registration Statement, as heretofore amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION LOCATION
5 Opinion of Krys Boyle Freedman & Filed herewith electronically
Sawyer, P.C.
23.1 Consent of Krys Boyle Freedman & Contained in Exhibit 5
Sawyer, P.C.
23.2 Consent of Ehrhardt Keefe Filed herewith electronically
Steiner & Hottman PC
Independent Public Accountants
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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 the 13th day of
December, 1999.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Jon Northrop
Jon Northrop, Chief Executive Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Mark A. Smith Chairman of the Board, December 13, 1999
Mark A. Smith President and Director
/s/ Jon Northrop Chief Executive Officer, December 13, 1999
Jon Northrop Secretary (Principal
Executive Officer) and
Director
/s/Jere Northrop Director December 13, 1999
Jere Northrop
/s/ Ronald G. Cullis Director December 13, 1999
Ronald G. Cullis
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys at Law
600 Seventeenth Street, Suite 2700, South Tower
Denver, Colorado 80202
(303) 893-2300 FAX (303) 893-2882
December 14, 1999
Bion Environmental Technologies, Inc.
555 Seventeenth Street, Suite 3310
Denver, Colorado 80202
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for Bion Environmental Technologies, Inc., a Colorado
corporation (the "Company"), in connection with its registration under the
Securities Act of 1933, as amended (the "Act"), of an additional 1,159,974
shares of common stock which may be issued upon the exercise of options granted
under the Company=s 1994 Incentive Plan through a Registration Statement on Form
S-8 as to which this opinion is a part, to be filed with the Securities and
Exchange Commission (the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of the
following:
(1) Articles of Incorporation of the Company as filed with the Secretary
of State of the State of Colorado, as amended.
(2) Minute book containing the written deliberations and resolutions of
the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 864,516 additional shares of the Company's no par value common stock which
may be issued under the 1994 Incentive Plan will, upon the purchase, receipt of
full payment, issuance and delivery in accordance with the terms of such
agreement, be duly and validly authorized, legally issued, fully paid and
non-assessable.
Stanley F. Freedman, the sole owner of an entity which is a member of this
firm, is the owner of 7,091 shares of common stock of the Company and the holder
of a currently exercisable option to purchase an additional 40,000 shares at an
exercise price of $2.00 per share. The subject option will expire on December
31, 2001. In addition, Mr. Freedman is the owner of a Z warrant to purchase
6,636 additional shares at an exercise price of $13.50 per share during the
period commencing on January 1, 2000 and ending on December 31, 2001.
<PAGE>
December 14, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By: /s/ Stanley F. Freedman, P.C.
Stanley F. Freedman, P.C.
CONSENT OF EHRHARDT KEEFE STEINER & HOTTMAN PC
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 20, 1999 appearing in Bion
Environmental Technologies, Inc.'s Annual Report on Form 10-KSB for the year
ended June 30, 1999.
/s/ Ehrhardt Keefe Steiner & Hottman PC
EHRHARDT KEEFE STEINER & HOTTMAN PC
Denver, Colorado
December 20, 1999
