SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
June 17, 2008
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Date of Report (date of earliest event reported)
BION ENVIRONMENTAL TECHNOLOGIES, INC.
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Exact name of Registrant as Specified in its Charter
Colorado 000-19333 84-1176672
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
641 Lexington Avenue, 17th Floor, New York, NY 10022
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Address of Principal Executive Offices, Including Zip Code
(212) 758-6622
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Registrant's Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On June 17, 2008, the Company concluded a private placement of its common
stock The Company sold 325,000 shares of its common stock at a price of
$2.00 per share, raising $650,000 in gross proceeds. The offering was made
pursuant to Rule 506 of Regulation D, and was made to accredited investors by
the Company without public solicitation.
At a meeting of the Board of Directors which was concluded on June 18, 2008,
the Company agreed to accept $350,805.48 of a 2008 Note from Bright Capital,
Ltd, which is owned by Dominic Bassani, a senior consultant of the Company,
in conversion for 175,403 shares of the Company's common stock at a
conversion price of $2.00 per share. The shares issued will be owned by the
Bright Capital Defined Benefit Pension Plan.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Salvator Zizza, Chairman and a director of Bion Dairy Corporation, has
agreed to add $350,000 of accrued deferred compensation to the principal
balance of his outstanding 2007 Series AB Convertible Note ("Note"). Further,
Mr. Zizza's on-going compensation will be added to the principal of the Note
as it accrues. After the addition, the amount of the note, including back
interest, is $757,379.08. The Note is convertible at the rate of $4.00 per
share and is subject to forfeiture under certain conditions set forth
therein. See Exhibit 99.1
ITEM 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
Exhibit 99.1 - 2007 Series AB Convertible Note.
SIGNATURE
Pursuant to the requirements of the Securities 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: June 19, 2008 By: /s/ Mark A. Smith
Mark A. Smith, President