As Filed With the Securities and Exchange Commission on August 6, 2007
Registration Statement No. __________
_____________________________________________________________________________
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 in its Charter)
Colorado 84-1176672
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
641 Lexington Ave., 17th Floor, New York, New York 10022
(212) 758-6622
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(Address and telephone number of principal executive
offices and principal place of business)
BION ENVIRONMENTAL TECHNOLOGIES, INC.
2006 CONSOLIDATED INCENTIVE PLAN
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(Full title of plan)
Mark A. Smith, President
Bion Environmental Technologies, Inc.
641 Lexington Ave., 17th Floor, New York, NY 10022
(212) 758-6622
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(Name, address and telephone number of agent for service)
Copy to:
Russell K Bean, Esq.
Krys Boyle, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202
(303) 893-2300
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Class of Offering Aggregate Amount of
Securities to be Amount to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 1,813,333 $ 3.28 (1) $5,947,732.24(1) $ 182.60
No Par Value
Common Stock, 1,386,667 $ 3.25 (2) $4,506,667.75(2) $ 138.35
No Par Value ---------
Total $ 320.95
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(1) Estimated solely for the purpose of computing the amount of registration
fee based on the weighted average exercise prices of options outstanding
under the 2006 Consolidated Incentive Plan of $3.28.
(2) Based on the closing price of Registrant's Common Stock on the OTC
Bulletin Board on August 1, 2007, of $3.25.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are
incorporated in this Registration Statement:
1. Amendment No. 4 to the Form 10-SB filed with the Commission on May
11, 2007.
2. Quarterly Reports on Form 10-QSB for the quarters ended December 31,
2006 and March 31, 2007.
3. Current Reports on Form 8-K filed on March 9, 2007, April 3, 2007,
April 20, 2007, May 23, 2007, June 6, 2007 and June 18, 2007.
4. Description of Company's Common Stock, no par value, as set forth in
Item 8 of Amendment No. 4 to the Company's Registration Statement on Form 10-
SB filed on May 11, 2007.
5. All documents filed by the Company, subsequent to the date of this
Registration Statement, under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the termination of the offering
described herein.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation and the Bylaws provide that we may
indemnify our officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings where the
officer or director acted in good faith and in a manner he reasonably
believed to be in our best interest and is a party to such actions by reason
of his status as an officer or director. To date, we have never provided
such indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons pursuant to the foregoing provisions or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed. Not applicable.
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Item 8. Exhibits.
Exhibit
Number Description Location
------- ----------- ---------
5.1 Opinion of Krys Boyle, P.C.
regarding legality Filed herewith electronically.
23.1 Consent of GHP Horwath, P.C. Filed herewith electronically.
23.2 Consent of Krys Boyle, P.C. (Contained in Exhibit 5.1)
Item 9. Undertakings.
The undersigned small business issuer hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For purposes of determining liability under the Securities Act of
1933, treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a
primary offering of securities of the undersigned small business issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned small business issuer will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be
filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or
used or referred to by the undersigned small business issuer;
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iii. The portion of any other free writing prospectus relating to
the offering containing material information about the
undersigned small business issuer or its securities provided
by or on behalf of the undersigned small business issuer;
and
iv. Any other communication that is an offer in the offering
made by the undersigned small business issuer to the
purchaser.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the small business issuer will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Small
Business Issuer 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 New York and State of New York on
the 6th day of August, 2007.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By:/s/ Mark A. Smith
Mark A. Smith, President (Chief
Executive Officer) and Interim Chief
Financial Officer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Mark A. Smith Director August 6, 2007
Mark A. Smith
/s/ Jere Northrop Director August 5, 2007
Jere Northrop
/s/ Jon Northrop Director August 4, 2007
Jon Northrop
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