SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 23, 1999
(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
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ITEM 5. OTHER EVENTS.
1. Bion Environmental Technologies, Inc. (the "Company") has completed an
extensive review of the organization of its Board of Directors and
executive and management structure. The following changes have occurred
during, and as a result of this review.
A. The Board has regretfully accepted the resignations of two directors, John
Schawanekamp (a Director of the Company since August 1993) and M. Duane
Stutzman (a Director of the Company since August 1993). (See resignation
letters attached hereto as Exhibits 99.1 and 99.2) As a result of these
changes the Board of Directors of the Company now consists of Mark A.
Smith, Chairman, Jon Northrop, Jere Northrop, and Ronald G. Cullis.
B. The following executive and management organizations have been established
to better align individual responsibilities and management roles with the
operation of the business of the Company:
a. The officers and management team for the Company now consists of Mark
A. Smith, Chairman and President; Jon Northrop, Chief Executive
Officer, Chief Financial Officer, Secretary, and Treasurer; Jere
Northrop, Chief Technical Officer; and M. Duane Stutzman, Controller.
b. The management teams for the Company's two active subsidiaries have
been restructured so that M. Duane Stutzman is President of Bion
Technologies, Inc. and Vice President of BionSoil, Inc. and Edward B.
Lamb is President of BionSoil, Inc. and Vice President of Bion
Technologies, Inc.
C. The Board has also established an Executive Committee consisting of Mark A.
Smith and Jon Northrop and an Operating Committee consisting of Mark A.
Smith, M. Duane Stutzman, and Edward B. Lamb.
D. The Company also regretfully accepted the resignation of Jon T. Small. Mr.
Small acted as Vice President of Sales and Marketing of Bion Technologies,
Inc. from November 1, 1998 to July 1, 1999. (See resignation letter
attached hereto as, Exhibit 99.3)
2. On July 23, 1999, the Company established two wholly owned, presently
inactive, subsidiaries: Bion Municipal, Inc. and Bion International, Inc.
Both subsidiaries were organized under the laws of the State of Colorado.
3. During the period from July 1, 1999 through July 31, 1999 LoTayLingKyur,
Inc. ("LTLK"), a shareholder of the Company, of which Mark A. Smith, Bion's
Chairman, has voting power over LTLK's shares in the Company, advanced
$201,382.58 to the Company, which sum has been added to the convertible
promissory note set forth at Exhibit 10.1 to the Company's Form 8-K dated
May 21, 1999.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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 18, 1999 By: /s/ Jon Northrop
------------------------
Jon Northrop, Chief
Financial Officer
<PAGE>
INDEX TO EXHIBITS
Financial Statements and Exhibits.
99.1 Resignation letter of John Schwanekamp.
99.2 Resignation letter of M. Duane Stutzman.
99.3 Resignation letter of Jon T. Small.
July 18, 1999
John Schwanekamp
6861 Sherman-Westfield Road
Westfield, New York 14787
Bion Environmental Technologies, Inc.
555 17th Street, Suite 3310
Denver, CO 80202
Dear Officers and Board:
Please accept my resignation as Director effective July 15, 1999.
Thank you for the opportunity to serve. It was a pleasure to be part of the BION
organization.
Very Sincerely,
/s/ John Schwanekamp
John Schwanekamp
M. Duane Stutzman
7483 West Laurel Avenue
Littleton, CO 80128
303-973-1196
Bion Environmental Technologies, Inc. July 20, 1999
555 17th Street, Suite 3310
Denver, CO 80202
To the Board of Bion:
This letter announces my resignation as a director of Bion's board of
directors. I have thoroughly enjoyed working on the board and continue to look
forward to working with the company.
I believe the company is on the verge of success and as we all need to
continue our hard work, I believe my efforts would bring the company greater
contributions by narrowing my responsibilities.
Sincerely,
/s/ M. Duane Stutzman
M. Duane Stutzman
JONATHAN T. SMALL
Email: [email protected]
9985 S. Stafford Place Home: (303) 346-8411
Highlands Ranch, CO 80126 Fax: (303) 346-8412
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14 July, 1999
Dear Bion Friends,
It is not often that an opportunity arises that one has sought for some five
years but that is exactly what has happened to me. Over five years ago I saw an
opportunity take a fairly large Ag irrigation dealership toward that of a
national and even international presence. The concept had never been thought of
or done before and I challenged the owner of the dealership to do it. I
essentially wrote a business plan to execute the concept and put it into
reality. He then chose not to take the risk and not to expand the business.
In the meantime no one else in the Ag irrigation industry has done so either.
About two years ago a publicly held company, Eco Soil Systems, Inc., having
difficulties finding a comfortable method to distribute their own proprietary
technologies, purchased that dealership as well as some others. They now wish to
execute a plan that is very similar to the one I proposed all that time ago and
they have asked me to head the effort. As of August 1999, I will be the Vice
President, General Manager of the Agricultural Supply Division of Eco Soil
Systems, Inc.
While I have only been at Bion for some 8 months, I have found the product and
the opportunity fascinating. I truly see the future for Bion as very bright and
am very optimistic for a great Bion success. I leave feeling somewhat
disappointed that I will not be here physically to participate in the great
things that will happen very soon on your horizon. There is now strong
leadership in place at Bion with a clear sense of direction that will see you
all to your objectives.
I hope this will help you understand why at this time I must leave this
situation. I have enjoyed working with each of you and wish you to continued
success and a very bright return in your future. I remain an interested investor
as well as a friend. If I can do anything to help you in the Bion cause do not
hesitate to contact me at any time. I will always be available to each and every
one of you.
Sincerely,
/s/ J.T. Small
J.T. Small
