<PAGE>
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: August 10, 2000
---------------------------------
(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 Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
7921 Southpark Place, Suite 200, Littleton, Colorado 80120
----------------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (303) 738-0845
--------------
<PAGE>
ITEM 5. OTHER EVENTS
1. On August 31, 2000, we completed the exchange offer with holders
(current and former employees and consultants) of certain classes of
registered, incentive stock options (see Item 9 and Exhibit 99.9, Form 8-K
dated August 3, 2000). With 100% participation from the holders, 404,107 new
options exercisable at $2.00 per share until December 31, 2002 have been
issued in exchange for 775,772 options with various exercise prices and
expiration dates.
2. The proposal we made to holders of our Convertible Bridge Notes
(see Item 8 and Exhibit 99.8, Form 8-K dated August 3, 2000) was amended by a
new proposal dated August 24, 2000 (see Exhibit 99.1 hereto). On or before
September 15, 2000, we received acceptance of the amendment from a majority of
the note holders and, as per the terms of the new proposal, deemed all notes
amended. As a result, conversion terms for the Note were clarified and the
exercise price of our Class J warrants was reduced to $2.00. For details, see
Exhibit 99.3 hereto.
3. On August 23, 2000, certain holders of our Class X Warrants and
Class Z Warrants, including without limitation, Jon Northrop, Director and
President, and Jere Northrop, Director and Chief Technology Officer (and their
extended families) completed their exchange of 471,545 Class X Warrants and
855,696 Class Z Warrants for 269,831 restricted shares of our common stock.
For details see Item 5 and Exhibit 99.5 of Form 8-K dated August 3, 2000 and
Exhibit 99.2 hereto.
4. On August 28, 2000, we entered an agreement with Pan Am Equities,
Inc. as agent for Pamela Equities Corp., a New York corporation, for an eleven
year lease of the tenth floor at 18th East 50th Street in New York City as
office space, for an aggregate cost of $2,881,982. We are negotiating sub-
leases of up to fifty percent of the space at a pro-rata share of the costs
which, if successful, will reduce the net cost to us proportionately over
time. Currently, we have executed one sub-lease with an unrelated party, for
an eleven year total of $576,397.
5. On August 10, 2000, our Board of Directors, without the
participation of director Ron Cullis, approved the issuance of 10,000
registered, incentive stock options at $2.25 per share exercisable until
December 31, 2003, to Ron Cullis in exchange for his continued role as a
director.
6. On August 10, 2000, our Board of Directors approved the creation
of a Compensation Committee comprised of Ronald Cullis and Salvatore Zizza,
our outside directors, for the purpose of reviewing and recommending
compensation of executive officers, consultants, key employees and such other
employees as might be directed by the Board of Directors.
7. On August 10, 2000, our Board of Directors approved the creation
of an Audit Committee of the Board of Directors, and the adoption of its
Charter, to be comprised of Ron Cullis and Sal Zizza, the Company's outside
directors, for the purpose of oversight responsibility, authority and specific
duties as outlined in the Charter. For details, see Exhibit 99.3 hereto.
8. Exhibit 99.4 sets forth our capital structure as of September 20,
2000, reflecting events since our last 10-QSB dated March 31, 2000, including
without limitation the events set forth herein and in Form 8-K dated August 3,
2000.
2
<PAGE>
9. On September 7, 2000, we announced that we will begin testing our
new Nutrient Management System (NMS) with an integrated monitoring and control
system within thirty days at Dream Maker Dairy in upstate New York. The new
system uses computerized, real-time monitoring and control that can be
remotely accessed for both reporting requirements and control functions and is
designed to reduce the size of the systems by up to 80% while maintaining the
same processing capacity. For details, see Exhibit 99.6 hereto.
10. In connection with the audit of our fiscal 2000 financial
statements, our independent auditors have advised us to restate the unaudited
financial statements contained in our quarterly reports on Form 10-QSB for the
quarters ended September 30, 1999, December 31, 1999 and April 30, 2000.
Accordingly, we intend to restate the subject financial statements and file
amendments to the appropriate quarterly reports as soon as is reasonably
practicable after the filing of our annual report on Form 10-KSB (which is due
to be filed on September 28, 2000). The restatements are material in amount
and generally pertain to the non-cash values and amortization schedules
recorded for certain warrants issued in connection with services performed for
us by various parties, and the recording of non-cash expenses in that regard.
Of the aggregate amount, approximately $180,000, $2.4 million and $390,000
relate to the first, second and third quarters, respectively. The following
summarizes the effect of the changes on earning (loss) per share as previously
reported:
Previously Reported Restated
Three months ended
September 30, 1999 $(.12) (.13)
Three months ended
December 31, 1999 (.09) (.32)
Six months ended
December 31, 1999 (.12) (.46)
Three months ended
March 31, 2000 (.11) (.14)
Nine months ended
March 31, 2000 (.32) (.60)
3
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are the financial statement, pro forma financial
information and exhibits filed as a part of this report.
EXHIBITS:
Exhibit
Number Description Location
------- ----------- --------
99.1 Convertible Bridge Note Amendment Filed herewith electronically
Document - August 24, 2000
99.2 Documents regarding Class X and Filed herewith electronically
Class Z Warrant Exchanges effective
August 23, 2000
99.3 Audit Committee Charter Filed herewith electronically
99.4 Capital Structure Filed herewith electronically
99.5 2000 Incentive Plan Filed herewith electronically
99.6 Monitoring and Control System Filed herewith electronically
Initiative Press Release
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 27, 2000 By: /s/ Mark A. Smith
-------------------------------------
Mark A. Smith,
Chairman and Secretary
4
