SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required] FOR THE FISCAL YEAR ENDED June 30, 2000 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required] OR THE TRANSITION PERIOD FROM
__________ TO __________
Commission file number: 0-19333
Bion Environmental Technologies, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1176672
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
18 E. 50th Street, 10th Floor
New York, NY 10022
----------------------------- ----------
(Address of principal (Zip Code)
Executive offices)
(212) 758-6622
----------------------------------------------------
(Registrant's telephone number, including area code)
7921 Southpark Plaza, Suite 200, Littleton, CO 80120
-----------------------------------------------------
(Former address if changed since last report)
Securities registered under Section 12(b) and/or 12(g) of the Exchange Act:
Common Stock, no par value
--------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this form 10-KSB. [ X ]
The aggregate market value as of September 18, 2000 of voting stock held
by non-affiliates of the Registrant was $15,729,454 based upon the
average of the closing bid and asked prices on the Over-the-Counter
Electronic Bulletin Board exchange as of that date.
As of September 18, 2000, 13,035,899 shares of Registrant's Common
Stock, no par value, were issued and outstanding.
<PAGE>
PART II
ITEM 5. MARKET FOR BION ENVIRONMENTAL TECHNOLOGIES, INC.
COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market Information
------------------
During the past two years, we have had only limited volumes of trading
in our Common Stock in the over-the-counter market, and there is no
assurance that such trading will expand or even continue.
At present, our Common Stock trades under the symbol "BION" on the OTC
Bulletin Board. The following quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.
Quarter Ended High Bid Low Bid
------------- -------- -------
September 30, 1998 $4.25 $3.13
December 31, 1998 $4.38 $2.63
March 31, 1999 $3.63 $1.25
June 30, 1999 $2.31 $1.75
September 30, 1999 $1.81 $1.44
December 31, 1999 $3.44 $1.81
March 31, 2000 $4.09 $2.31
June 30, 2000 $2.75 $1.81
On September 18, 2000, the closing bid and asked prices of the Common
Stock were $2.125 and $2.187, respectively.
Holders
-------
The number of holders of record of our Common Stock at September 18,
2000 was approximately 1,500.
The transfer agent for our Common Stock is Corporate Stock Transfer,
Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.
Dividends
---------
We have never paid any cash dividends on our Common Stock. The
Board of Directors does not intend to declare any cash or other dividends
in the foreseeable future, but instead intends to retain earnings, if
any, for use in our business operations. We declared a stock/warrant
dividend on May 21, 1999 for record holders on May 30, 1999. See
Footnote 7 to the June 30, 2000, Financial Statements. The payment
of dividends, if any, in the future is within the discretion of the
Board of Directors and will depend on our future earnings, if any,
our capital requirements and financial condition, and other relevant
factors.
2
<PAGE>
Recent Sale of Unregistered Securities
--------------------------------------
The following securities were sold in the three-month period ended
June 30, 2000 without registration under the Securities Act of 1933, as
amended:
Warrants
--------
We sold 290,650 J-1 Warrants at $.05 per warrant to purchase
restricted and legended Common Stock at $2.375 per share in our private
placement of convertible bridge notes to accredited investors. The
warrants are exercisable from March 31, 2000, to December 31, 2004.
We received $14,532 in cash for use in operations for these warrants.
See Exhibits 10.1 and 10.3 to our Form 8-K dated April 13, 2000.
The securities issued pursuant to the transaction set forth above
were issued in reliance upon the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended. Each of the
persons to whom such securities were issued made an informed investment
decision and was provided with appropriate offering documents and access
to material information. We believe that such persons had knowledge and
experience in financial and business matters such that they were capable
of evaluating the merits and risks of the acquisition of our securities in
connection with this transaction. All certificates bear an appropriate
legend restricting the transfer of such shares. Transfer instructions
have been provided to our transfer agent in accordance therewith.
We issued 65,000 J-2 Warrants to purchase restricted and legended
Common Stock at $2.375 per share to two consultants for investor relations
consulting services. The warrants are exercisable from March 31, 2000,
to December 31, 2004. The value attributed to the warrants represents
the fair market value of the services provided.
The securities issued pursuant to the transaction set forth above
were issued in reliance upon the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended. Each of the
persons to whom such securities were issued made an informed investment
decision and was provided with appropriate offering documents and access
to material information. We believe that such persons had knowledge and
experience in financial and business matters such that they were capable
of evaluating the merits and risks of the acquisition of our securities
in connection with this transaction. All certificates bear an appropriate
legend restricting the transfer of such shares. Transfer instructions
have been provided to our transfer agent in accordance therewith.
Common Stock
------------
We issued 40,000 shares of restricted and legended Common Stock to
a law firm in exchange for the cancellation of a long-term obligation of
$94,183. We also issued 12,251 shares to a consultant for sales and
legislative lobbying services valued at $22,052. The value attributed
to the Common Stock represented the fair market value of the service
provided.
3
<PAGE>
The securities issued pursuant to the transaction set forth above
were issued in reliance upon the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended. Each of the
persons to whom such securities were issued made an informed investment
decision and was provided with appropriate offering documents and access
to material information. We believe that such persons had knowledge
and experience in financial and business matters such that they were
capable of evaluating the merits and risks of the acquisition of our
securities in connection with this transaction. All certificates bear
an appropriate legend restricting the transfer of such shares.
Transfer instructions have been provided to our transfer agent in
accordance therewith.
Convertible Notes
-----------------
We added $425,848 of long-term convertible bridge debt and interest
during the three-month period of April 1, 2000, to June 30, 2000. See
our Form 8-K dated April 13, 2000.
We added $105,608 of interest to the convertible notes listed in
Note 4 of Notes to Consolidated Financial Statements in our 10-KSB/A dated
June 30, 1999.
The securities that may be issued pursuant to the transactions set
forth above will be issued in reliance upon the exemption from registration
afforded by Sections 3(a)(9) of the Securities Act of 1933, as amended.
4
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, we have caused this Amendment to be signed on its behalf
by the undersigned thereunto duly authorized.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Date: January 19, 2001 By: /s/ Jon Northrup
---------------------------------
Jon Northrop
Executive Vice President
