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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 3, 2000
(Date of earliest event reported)
Bion Environmental Technologies, Inc.
(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.)
7921 Southpark Plaza, Suite 200, Littleton, Colorado 80120
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (303) 738-0845
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ITEM 5. OTHER EVENTS
1. Andrew Gould joined the Board of Directors of Bion Environmental
Technologies, Inc. ("we," "us" or "our") on August 10, 2000. In addition to
his duties as a director, Mr. Gould, through Arthur P. Gould & Co., Inc., a
company that he owns ("APG"), will provide us with technology consulting
services on an average of at least ten (10) hours per month through August 31,
2002. In exchange for these services, we have granted Mr. Gould options to
purchase 75,000 shares of our common stock at a price of $2.25 per share,
exercisable until December 31, 2003. For the resume of Mr. Gould, see Exhibit
99.1 hereto.
2. On August 10, 2000, we and D2 Co., LLC ("D2") amended the
Management Agreement that we entered into on December 11, 1999 (see Form 8K
dated 12/11/99, Exhibit 10.1). We amended the following provisions: (1) we
extended D2's services for an additional year; (2) we issued D2 1,500,000
additional warrants (1,000,000 exercisable at $3.50 per share and 500,000
exercisable at $6.00 per share, both until August 10, 2005); and (3) we
amended provisions of the Shareholders' Agreement (see Form 8K dated 12/11/99,
Exhibit 10.3) concerning liquidity restrictions. For details, see Exhibit
99.2 hereto.
3. Beginning August 10, 2000, Mr. Salvatore Zizza, one of our
directors, will also serve as our governmental affairs liaison and provide
additional consulting services through September 1, 2002. We granted Mr.
Zizza options to purchase 75,000 shares of our common stock at a price of
$2.25 per share, exercisable until December 31, 2003 and issued him 100,000
Class J-2 warrants to purchase common stock at a price of $2.375 per share.
We will provide Mr. Zizza with office space in our New York City office. For
details, see Exhibit 99.3 hereto.
4. Commencing August 3, 2000, and at various other effective dates
through the month of August, 2000, certain holders of our Class X Warrants and
Class Z Warrants, exchanged, in aggregate, 165,198 Class X Warrants and
5,425,440 Class Z Warrants for 863,399 restricted shares of our common stock.
This exchange occurred pursuant an agreement we had with the warrant holders
dated December 20, 1999 (see Form 8K dated 12/11/99, Exhibit 10.4, 10.9, and
10.13). Mark A. Smith, Chairman of our Board (and affiliates and extended
family members of Mr. Smith) participated in this warrant exchange agreement.
For further details see Exhibit 99.4 hereto.
5. Effective January 1, 2001 (unless an earlier date is agreed upon),
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), agreed to
exchange, in aggregate, 462,742 Class X Warrants and 828,340 Class Z Warrants
for 263,082 restricted shares of our common stock. This exchange will occur
pursuant to the terms of agreements dated December 20, 1999 (see Form 8K dated
12/11/99, Exhibits 10.6, 10.7, 10.8, 10.11, and 10.12). For details, see
Exhibit 99.5 hereto.
6. On August 11, 2000, we entered into an agreement to with James W.
Morris & Associates, Inc. ("JWMA") to extend and broaden JWMA's consulting
services with us. JWMA serves as our Senior Technical Advisor with
responsibility for the study, evaluation, design and operational guidance for
our biologically based systems. For further details, see Exhibit 99.6 hereto.
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7. On August 6, 2000, we entered into an agreement with Dream Maker
Dairy and Chris Northrop (collectively "CN"). This agreement addresses the
following: (1) innovative technology development and implementation at Dream
Maker Dairy in Cowlesville, New York; (2) loans from us to CN; (3)
amendments to the existing contracts with CN; and (4) an option for us to
acquire and expand the Dream Maker Dairy in the future. There is no family
relationship between Chris Northrop and either of Jon Northrop or Jere
Northrop. For details see Exhibit 99.7 hereto.
8. On August 15, 2000, we proposed certain amended terms to holders of
our Convertible Bridge Notes (see Form 8K dated April 13, 2000, Exhibit 10.2).
The proposed amendments concern the following: (1) changes to conversion
procedures; (2) establishment of a minimum and maximum conversion price; and
(3) amended exercise price to the Bridge Warrants (see Form 8K date April 13,
2000, Exhibit 10.2). This proposal is open until August 31, 2000. There is
no assurance that a majority of note holders will accept the proposed amended
terms, as is required for the proposed amendment to be adopted. The proposed
amendment establishes minimum and maximum levels at which conversions would
take place, depending upon the market price of our Common Stock at the time of
conversion. For details see Exhibit 99.8 hereto.
9. On August 10, 2000, we initiated an exchange offer with holders
(current and former employees and consultants) of certain classes of options
issued under our existing option plans (and related S-8 registration
statement), which will be available until August 31, 2000. In aggregate, we
have offered to exchange up to 415,360 new options, exercisable at $2.00 per
share until December 31, 2002 for up to 775,772 existing options with various
exercise prices between $3.60 to $13.50 and expiration dates from October
31, 2000 to June 30, 2003. There is no assurance that any existing options
will be exchanged or that any new options will be issued. For details see
Exhibit 99.9 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
NUMBER DESCRIPTION
99.1 Andrew Gould resume *
99.2 D2 Agreement (August 10, 2000)*
99.3 Salvatore Zizza Agreement (August 16, 2000)*
99.4 Documents regarding Class X and Class Z Warrant Exchanges
effective August, 2000*
99.5 Documents regarding Class X and Class Z Warrant Exchanges
effective January 1, 2001*
99.6 James W. Morris & Associates, Inc. Agreement (August 17,2000)*
99.7 Dream Maker Dairy Agreement (August 6, 2000)*
99.8 Convertible Bridge Note Amendment Document*
99.9 Option Exchange Offer Document*
* Filed herewith electronically
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SIGNATURES
As required by the Securities Exchange Act of 1934, we have had this
report signed by the undersigned duly authorized officer.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Date: August 18, 2000 By:/s/ Mark A. Smith
Mark A. Smith, Secretary
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