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: December 1, 2000
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(Date of earliest event reported)
Bion Environmental Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter
Colorado 0-19333 84-1176672
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
18 East 50th Street 10th Floor New York, NY 10022
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(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (212) 758-6622
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ITEM 5. OTHER EVENTS
1. On December 1, 2000, we and D2 Co., LLC ("D2") agreed to amend the
Management Agreement that we entered into on December 23, 1999 and
subsequently modified on August 10, 2000 (see our Forms 8-K dated December 11,
1999, Exhibit 10.1; and August 3, 2000, Item 2 and Exhibit 99.2). We agreed
to amend the following provisions: (1) we extended D2's service for an
additional 18 months; (2) we specified annual base compensation to be paid to
D2 for services at $500,000 (calendar year 2001), $600,000 (calendar year
2002), and $750,000 (calendar year 2003); (3) we agreed to the cancellation of
all outstanding Bion warrants owned by D2 (except 30,000 Class J1 warrants)
and Bion agreed to terms for the repayment to D2 of the $1,000,000 (cash and
promissory note) which D2 paid to Bion for the cancelled warrants; (4) we
specified that the Board of Directors of Bion shall in January of each year
review the performance of all personnel including D2 for the prior year and
award bonuses based on parameters developed by the Board annually, which
bonuses for D2 may range between 0% and 200% of base compensation; (5) we
established compensation for "Special Projects," if any, authorized by the
Board not within the scope of D2's duties; and (6) it was agreed that: a) in
the event that Bion does not have the funds to pay for amounts owed to D2,
Bion may elect to make such payments in securities of Bion, b) Bion shall, at
the request of D2, utilize a "Rabbi Trust" or other format to defer
compensation to D2, and c) in the event of a change of control of Bion, all
compensation due D2 shall be accelerated and paid to D2. For details, see
Exhibit 99.1 herein.
2. On January 8, 2001, we agreed to sell to Southview. Inc. (a
corporation wholly owned by David J. Mitchell, our CEO and President)
("Southview"), and Southview agreed to purchase, 6.5 million warrants for the
sum of $500,000 cash payable on or before February 16, 2001. The basic terms
of these warrants shall be: a) 3,250,000 warrants exercisable, in whole or in
part, at $1.00 per share from February 16, 2001 until February 16, 2006; b)
3,250,000 warrants exercisable from February 16, 2001 until February 16, 2006,
the exercise price of which will be: i) $1.00 per share in the event that the
Common Stock of Bion trades with a closing price greater than $4.00 for 20
consecutive trading days prior to exercise; ii) $1.50 per share in the event
that the Common Stock of Bion trades with a closing price between $3.00 and
$4.00 per share for 20 consecutive trading days prior to exercise; and, iii)
in any other case $2.00 per share. These warrants are governed by the terms
of the Shareholder Agreement executed on December 23, 1999 (see our Form 8-K
dated December 11, 1999, Item 5.1.d and Exhibit 10.3 thereto). Additionally,
Southview agreed to provide $500,000 of funding for working capital under the
terms of a promissory note, and during January 2001 advanced $200,000 for
working capital purposes under the terms of the note. See Exhibit 99.2
herein.
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3. Beginning December 4, 2000, George Bloom joined us as Senior
Technical Officer, working on all technology and engineering aspects of our
business. Mr. Bloom received options to purchase 80,000 shares of
unrestricted common stock at $2.20 per share, with 26,667 shares vesting on
December 4, 2000; 26,667 vesting on November 1, 2001; and 26,666 vesting on
November 1, 2002, and all exerciseable until December 31, 2003. See Exhibit
99.3 herein.
4. We have successfully completed the initial testing of the second
generation of the Bion NMS (Nutrient Management System) which accelerated the
processing efficiency and speed, and are advancing the implementation of the
prototype of the full enclosed system as announced in our press release of
December 12, 2000. See our Form 8-K dated August 10, 2000 and Exhibit 99.4
herein.
5. We are proceeding with work on the California Dairy Technology Center
to design and construct the Center as described in our press release of
October 12, 2000. See Exhibit 99.5 herein.
6. We continue the process of transferring the administrative and
accounting functions from Colorado to our New York City office, with
completion anticipated by the end of March 2001. See our Form 8-K dated
August 10, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are the exhibits filed as a part of this report.
EXHIBITS:
Exhibit
Number Description
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99.1 D2 Co., LLC Management Agreement amendment
99.2 Southview Agreement
99.3 Bloom Agreement
99.4 NMS Press Release of December 12, 2000
99.5 CDTC Press Release of October 12, 2000
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SIGNATURES
Pursuant to the requirements of the Securities and 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.
By: /s/ Mark A. Smith
Date: February 13, 2001 ---------------------------------
Mark A. Smith
Chairman and Secretary
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