UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
December 31, 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
Box 566/1774 Summitview Way, Crestone, Colorado 81131
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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
Not applicable
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Former name or former address, if changed since last report
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective December 31, 2008, Mr. Salvatore Zizza, former Chairman and
Director of the Company's Bion Integrated Projects Group, Inc. subsidiary,
resigned from all positions with the Company and its subsidiaries. In
connection therewith, Mr. Zizza has agreed to cancel his outstanding 2007
Series AB Convertible Promissory Note ($959,183.77, principal and interest at
December 31, 2008)('Note'), which Note represented deferred compensation
accruals. Further, Mr. Zizza shall return to the Company 450,000 outstanding
warrants for cancellation. Additionally, the Company's promissory note
obligation to Mr. Zizza ($50,000 initial principal during November 2008) and
long turn open account payable (approximately $42,000) shall be convertible
into the Company's restricted common stock at a price of $.75 per share.
Effective January 1, 2009, Mr. Zizza has entered into a one year Master
Sublease of the Company's office space in New York City (with an option to
extend the master sublease) for the entire balance of the term on the
Company's existing lease.
Effective January 1, 2009, the Company's principal executive office
address is at 1774 Summitview Way/Box 566, Crestone, Colorado 81131, the
residence of Mark A. Smith, the Company's President. The primary phone
number remains (212) 758-6622. The primary mailing address is Box 323, Old
Bethpage, New York 11804.
The Company's 2006 Consolidated Incentive Plan has been amended to
increase maximum number of shares/options issuable pursuant to the Plan to
6,000,000.
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
10.1 Agreement between Salvatore Zizza and Bion effective December
31, 2008
10.2 Amendment #3 to 2006 Consolidated Incentive Plan.
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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: January 6, 2009 By: /s/ Mark A. Smith
Mark A. Smith, President
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