-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gg31QvDlKXFMSbl4idgR71d9xb7e7oRNKOxU9BYO+2+7YyxAZlTTKtUclybogXt3 +rEyPmGqGVZ04BJqF5LmAA== 0000948830-02-000252.txt : 20020712 0000948830-02-000252.hdr.sgml : 20020712 20020712112715 ACCESSION NUMBER: 0000948830-02-000252 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTERPOINT CORP CENTRAL INDEX KEY: 0001004650 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 133853272 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51489 FILM NUMBER: 02701604 BUSINESS ADDRESS: STREET 1: 299 PARK AVE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 2124864444 MAIL ADDRESS: STREET 1: 375 PARK AVE STREET 2: STE 1606 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ORION ACQUISITION CORP I DATE OF NAME CHANGE: 19951221 FORMER COMPANY: FORMER CONFORMED NAME: NORTH ATLANTIC ACQUISITION CORP DATE OF NAME CHANGE: 19970515 FORMER COMPANY: FORMER CONFORMED NAME: MOTO GUZZI CORP /DE/ DATE OF NAME CHANGE: 19990611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BION ENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875729 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 841176672 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 18 EAST 50TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3032940750 MAIL ADDRESS: STREET 1: 18 EAST 50TH ST STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RSTS CORP DATE OF NAME CHANGE: 19930328 SC 13D/A 1 bioncenter13da.txt BION-CENTERPOINT 13D A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CENTERPOINT CORPORATION (Formerly Named "Moto Guzzi Corporation") - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock - ---------------------------------------------------------------------------- (Title of Class of Securities) 649819 10 5 - ---------------------------------------------------------------------------- (CUSIP Number) Copy to: David J. Mitchell Stanley F. Freedman Bion Environmental Technologies, Inc. Krys Boyle Freedman & Sawyer, P.C. 18 East 50th Street, 10th Floor 600 17th Street, #2700S New York, NY 10022 Denver, Colorado 80202 (212) 758-6622 (303) 893-2300 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 14, 2002 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). page 1 of 6 CUSIP No. 649819 10 5 - ---------------------------------------------------------------------------- 1 Names of Reporting Persons. I.R.S Identification Nos. of above persons (entities only) Bion Environmental Technologies, Inc. 84-1176672 - ---------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ------------------------------------------------------------------ (b) ------------------------------------------------------------------ - ----------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------- 4 Source of Funds (See Instructions) AF - ----------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ----------------------------------------------------------------------------- 6 Citizenship or Place of Organization Colorado - ----------------------------------------------------------------------------- 7 Sole Voting Power 4,459,997 Number Of ----------------------------------------------------------- Shares Bene- ficially 8 Shared Voting Power 0 Owned by Each ----------------------------------------------------------- Reporting Person With 9 Sole Dispositive Power 4,459,997 ----------------------------------------------------------- 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 4,459,997 - ----------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ----------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 63.7% - ----------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO page 2 of 6 CUSIP No. 649819 10 5 - ---------------------------------------------------------------------------- INTRODUCTORY NOTE On January 15, 2002, Bion Environmental Technologies, Inc. ("Bion") acquired 3,459,997 shares of the common stock of Centerpoint Corporation from OAM S.p.A. as part of a transaction in which Bion also sold 19,000,000 shares of its common stock to Centerpoint Corporation. This amendment is being filed as a result of the acquisition of a warrant to purchase 1,000,000 shares by Bion on March 14, 2002. ITEM 1. SECURITY AND ISSUER The title and class of equity securities to which this amended Schedule 13D relates is the Common stock of Centerpoint Corporation (formerly named "Moto Guzzi Corporation") ("Centerpoint"). The principal executive offices of Centerpoint are now located at 18 East 50th Street, 10th Floor, New York, New York 10022. ITEM 2. IDENTITY AND BACKGROUND (a, b, c and f) This amended Schedule 13D is being filed by Bion Environmental Technologies, Inc. ("Bion"); its principal business address and its principal office address is 18 East 50th Street, 10th Floor, New York, New York 10022. Bion is a publicly-held company that has developed proprietary technology that converts livestock waste into nutrient-rich soil and fertilizer products. Bion is a Colorado corporation. The directors and executive officers of Bion are as follows: Name Position(s) ---- ----------- David J. Mitchell Chairman, Chief Executive Officer, President and Director Jere Northrop Senior Technology Director and Director Salvatore J. Zizza Secretary and Director Andrew G. Gould Director Howard Chase Director David Fuller Principal Accounting Officer (d and e) Neither Bion nor, to the best knowledge of Bion, any of the directors or executive officers listed above have, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. page 3 of 6 CUSIP No. 649819 10 5 - ---------------------------------------------------------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On January 15, 2002, Bion purchased 3,459,997 shares of Centerpoint's common stock from OAM, S.p.A., an Italian corporation ("OAM"). The consideration for the shares consisted of the following: (i) 1,000,000 shares of common stock; (ii) a warrant to purchase 1,000,000 shares of common stock of Bion; (iii) $3,700,000 in cash; (iv) Assignment of 100% of $4.2 million principal and all accrued and unpaid interest, represented by a note dated June 13, 2001, by Trident Rowan Group in favor of Centerpoint; (v) Assignment of 65% of a certain litigation claim of Centerpoint against Banca di Intermediazione Mobiliare IMI S.p.A., an Italian corporation; (vi) Assignment of 65% of the right of OAM, to an escrow account pursuant to the Escrow Agreement by and between OAM, Banca di Intermediazione Mobiliare IMI S.p.A. and Aprillia, S.p.A., an Italian corporation; and (vii) Release of the shares of Centerpoint being sold by OAM from that certain Pledge Agreement dated June 13, 2001, by and between OAM and Centerpoint. The cash used for the purchase came from $8,500,000 in cash received from Centerpoint on January 15, 2002, in connection with Centerpoint's purchase of 19,000,000 shares of Bion common stock. Except for the 1,000,000 shares of Bion common stock and the warrants to purchase 1,000,000 shares of Bion common stock, each of the other items of consideration were received from Centerpoint in connection with its purchase. Bion also agreed to register the 1,000,000 shares of Bion common stock issuable under the warrants delivered to OAM, under the Securities Act of 1933, as amended, for resale by OAM. On March 14, 2002, Bion entered into an agreement with Centerpoint to provide management services and office space to Centerpoint in exchange for $12,000 per month and a warrant to purchase 1,000,000 of Centerpoint's common stock at $3.00 per share through March 14, 2007. page 4 of 6 CUSIP No. 649819 10 5 - ---------------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION Bion acquired the 3,459,997 shares of common stock of Centerpoint as part of a transaction in which Centerpoint acquired 19,000,000 shares of Bion's common stock for $8,500,000 and certain other consideration, and then Bion used $3,700,000 of the cash and all of the other consideration received to purchase a 57.7% interest in Centerpoint from OAM. By doing so, Bion received net cash of $4,800,000 for use in retiring certain debt and for its operations. Bion also took over the control and management of Centerpoint. Bion acquired the warrant to purchase 1,000,000 shares of Centerpoint common stock as part of the consideration it received in connection with an agreement with Centerpoint to provide management services and office space. (a) None. (b) None. (c) None. (d) In connection with the January 15, 2002 transaction with OAM, all but one of the Directors of Centerpoint resigned and all of the Officers of Centerpoint resigned. The remaining Director of Centerpoint is David J. Mitchell. David J. Mitchell, who is also President and a Director of Bion, became President of Centerpoint. David Fuller, the Principal Accounting Officer of Bion, became Principal Accounting Officer of Centerpoint. (e) None. (f) None. (g) None. (h) None. (i) None. (j) None. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, Bion is the beneficial owner of 4,459,997 shares of Common stock of Centerpoint representing 63.7% of the Common stock of Centerpoint. (b) Bion has sole voting and investment power with respect to the shares of Centerpoint common stock of which it has beneficial ownership. page 5 of 6 CUSIP No. 649819 10 5 - ---------------------------------------------------------------------------- (c) No other transactions in Centerpoint's common stock were effected by Bion during the past sixty (60) days. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the purchase of 3,459,997 shares of Centerpoint common stock from OAM, Bion entered into a Stock Purchase Agreement with OAM which is filed herewith as Exhibit 10.1. The material terms of the Stock Purchase Agreement are described in Item 3 hereof. In connection with the acquisition of the warrant to purchase 1,000,000 shares of Centerpoint common stock, Bion entered into an agreement dated March 14, 2002 with Centerpoint concerning management services to be provided by Bion. The agreement is filed herewith as Exhibit 10.4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as exhibits: 10.1 Stock Purchase Agreement dated January 10,2002, between OAM, S.p.A. and Bion Environmental Technologies, Inc. (1) 10.2 Subscription Agreement dated January 10, 2002, between Bion Environmental Technologies, Inc. and Centerpoint Corporation (1) 10.3 Warrant to Purchase 1,000,000 shares of Centerpoint Corporation issued to Bion Environmental Technologies, Inc. (2) 10.4 Agreement dated March 14, 2002 between Centerpoint Corporation and Bion Environmental Technologies, Inc. (2) _____________________ (1) Previously filed. (2) Filed herewith electronically. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 11, 2002 BION ENVIRONMENTAL TECHNOLOGIES, INC. By: /s/ David J. Mitchell David J. Mitchell, President page 6 of 6 EX-10 3 exhibit103.txt BION-CENTERPOINT 13D A1 EX 10.3 EXHIBIT 10.3 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. CENTERPOINT CORPORATION Warrant for the Purchase of Shares of Common Stock, no par value per share THIS WARRANT BECOMES EXERCISABLE ON MARCH 14, 2002 AND EXPIRES ON MARCH 14, 2007 1,000,000 Shares ---------------- THIS CERTIFIES that, for value received, Bion Environmental Technologies, Inc., a Colorado corporation, with an address at 18 East 50th Street, 10th Floor, New York, New York 10022 ("Bion", and, with any transferee, the "Holder"), is entitled to subscribe for and purchase from Centerpoint Corporation, a Delaware corporation (the "Company"), upon the terms and conditions set forth herein, at any time or from time to time after March 14, 2002 and before 5:00 P.M. on March 14, 2007, New York time (the "Exercise Period"), 1,000,000 shares of the Company's Common Stock, no par value per share (the "Common Stock"), at an initial Exercise Price of $3.00 per share. As used herein the term "this Warrant" shall mean and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part. The number of shares of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from time to time as hereinafter set forth. 1. This Warrant may be exercised during the Exercise Period, as to the whole or any lesser number of whole Warrant Shares, by the surrender of this Warrant (with the election at the end hereof duly executed) to the Company at its office at 18 East 50th Street, Tenth Floor, New York, New York 10022, Attention: David Mitchell, or at such other place as is designated in writing by the Company. (a) Subject to Section 1(b) hereof, such executed election must be accompanied by payment in an amount equal to the Exercise Price multiplied by the number of Warrant Shares for which this Warrant is being exercised. Such payment may be made by certified or bank cashier's check payable to the order of the Company, or as otherwise provided in Section 1(b) hereof. (b) In lieu of exercising this Warrant via cash payment, the Holder may effect a cashless exercise and receive Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by means of a net issuance exercise, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: X = Y (A - B) --------- A Where X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the Warrant Shares purchasable under the portion of the Warrant being exercised (at the date of such calculation). A = the Current Market Price (as defined below) of one share of Common Stock (at the date of such calculation). B = the Exercise Price (as adjusted to the date of such calculation). If the above calculation results in a negative number, then no Warrant Shares shall be issued or issuable upon conversion of this Warrant pursuant to this Section 1(b), and the Warrant shall not be deemed to have been exercised, notwithstanding the delivery of the notice of election. The "Current Market Price" of one share of Common Stock shall mean the average closing price of the Common Stock for the five (5) trading days prior to the date of determination (the "Average Closing Price"), as reported by the O.T.C. Bulletin Board (the "O.T.C. Bulletin Board"), the Bulletin Board Exchange ("BBX") or the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if the stock is not traded on any of the O.T.C. Bulletin Board, BBX or NASDAQ, the Average Closing Price reported by any other over-the-counter market; provided, however, that if the Common Stock is listed on an exchange, the Current Market Price shall be the Average Closing Price on such exchange for the five (5) trading days prior to the date of determination. If the Common Stock is/was not traded during the five (5) trading days prior to the date of determination, then the closing price for the last publicly traded day shall be deemed to be the closing price for any and all (if applicable) days during such five (5) trading day period. Upon each exercise of the Holder's rights to purchase Warrant Shares, the Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Warrant Shares shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares (or portions thereof) subject to purchase hereunder. 2. (a) Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any transfer or partial exercise, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares (or portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder. (b) The Holder acknowledges that it has been advised by the Company that neither this Warrant nor the Warrant Shares have been registered under the Act, that this Warrant is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering. The Holder acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant or such Warrant Shares is registered under the Act, it being understood that neither this Warrant nor such Warrant Shares are currently registered for sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically provided herein; or (ii) this Warrant or such Warrant Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 promulgated under the Act, it being understood that Rule 144 is not available at the time of the original issuance of this Warrant for the sale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time; or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Act. 3. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants that all shares of Common Stock are validly authorized and, if and when this Warrant is exercised in whole or in part, the shares of Common Stock issued upon such exercise, upon receipt by the Company of the full Exercise Price therefor as determined pursuant to Section 1(a) or 1(b), as the case may be, shall be validly issued, fully paid, nonassessable, without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive or other rights of stockholders. (a) In case the Company shall at any time after the date this Warrant is first issued (i) declare a dividend on the outstanding Common Stock of the Company payable in shares of its Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then, in each case, the Exercise Price, and the number of Warrant Shares issuable upon exercise of this Warrant, in effect at the time of the record date for such dividend or of the effective date of such subdivision, or combination, shall be proportionately adjusted so that the Holder after such time shall be entitled to receive the aggregate number and kind of shares for such consideration which, if such Warrant had been exercised immediately prior to such time at the Exercise Price, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, or combination. (b) In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the stockholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash or assets (other than distributions and dividends payable in shares of Common Stock), or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or changeable for shares of Common Stock, then, in each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on such record date, less the fair market value applicable to one share (as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options, or warrants or convertible or exchangeable securities, or the amount of such cash; and the denominator of which shall be such Current Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date. (c) In case the Company shall issue shares of Common Stock or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for Common Stock (excluding shares, rights, options, warrants, or convertible or exchangeable securities issued or issuable (i) in any of the transactions with respect to which an adjustment of the Exercise Price is provided pursuant to Sections 3(a) or 3(b) above, or (ii) upon exercise of this Warrant) at a price per share that is less than the Exercise Price hereof (the "Section 3(c) Exercise Price"), (determined, in the case of such rights, options, warrants, or convertible or exchangeable securities, by dividing (x) the total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the minimum aggregate consideration payable to the Company upon exercise, conversion, or exchange thereof, by (y) the maximum number of shares covered by such rights, options, warrants, or convertible or exchangeable securities) then the Exercise Price shall be reduced on the date of such issuance to a price (calculated to the nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance by a fraction, (1) the numerator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance plus (B) the quotient obtained by dividing the consideration received by the Company upon such issuance by such Current Market Price, and (2) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance; provided, however, that no such adjustment shall be made which results in an increase in the Exercise Price. For the purposes of such adjustments, the maximum number of shares which the holders of any such rights, options, warrants, or convertible or exchangeable securities shall be entitled to initially subscribe for or purchase or convert or exchange such securities into shall be deemed to be issued and outstanding as of the date of such issuance, and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible or exchangeable securities, plus the minimum aggregate consideration or premiums stated in such rights, options, warrants, or convertible or exchangeable securities to be paid for the shares covered thereby. No further adjustment of the Exercise Price shall be made as a result of the actual issuance of shares of Common Stock on exercise of such rights, options, or warrants or on conversion or exchange of such convertible or exchangeable securities. On the expiration or the termination of such rights, options, or warrants, or the termination of such right to convert or exchange, the Exercise Price shall be readjusted (but only with respect to this Warrant if exercised after such expiration or termination) to such Exercise Price as would have been obtained had the adjustments made upon the issuance of such rights, options, warrants, or convertible or exchangeable securities been made upon the basis of the delivery of only the number of shares of Common Stock actually delivered upon the exercise of such rights, options, or warrants or upon the conversion or exchange of any such securities; and on any change of the number of shares of Common Stock deliverable upon the exercise of any such rights, options, or warrants or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion, or exchange, including, without limitation, a change resulting from the antidilution provisions thereof. In case the Company shall issue shares of Common Stock or any such rights, options, warrants, or convertible or exchangeable securities for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then the Aprice per share" and the Aconsideration received by the Company" for purposes of the first sentence of this Section 3(c) shall be as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error. Shares of Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be deemed outstanding for the purpose of any such computation. (d) In any case in which this Section 3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the shares of Common Stock, if any, issuable upon such exercise over and above the shares of Common Stock, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. (e) Upon each adjustment of the Exercise Price as a result of the calculations made in Sections 3(b) or 3(c) hereof, this Warrant shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest thousandth) obtained by dividing (A) the Exercise Price in effect prior to adjustment of the Exercise Price by (B) the Exercise Price in effect after such adjustment of the Exercise Price, and multiplying the result by the number of shares purchasable upon exercise of this Warrant prior to adjustment. (f) Whenever there shall be an adjustment as provided in this Section 3, the Company shall promptly cause written notice thereof to be sent by certified mail, postage prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (g) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant. 4. (a) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance, and (ii) make effective provisions in its certificate of incorporation or otherwise, if necessary, to effect such agreement. Such agreement shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 3. (b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 3. (c) The above provisions of this Section 4 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances. In case at any time the Company shall propose to: (a) pay any dividend or make any distribution on shares of Common Stock in shares of Common Stock or make any other distribution (other than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to all holders of Common Stock; or (b) issue any rights, warrants, or other securities to all holders of Common Stock entitling them to purchase any additional shares of Common Stock or any other rights, warrants, or other securities; or (c) effect any reclassification or change of outstanding shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance of property, described in Section 4 hereof; or (d) effect any liquidation, dissolution, or winding-up of the Company; or (e) take any other action which would cause an adjustment to the Exercise Price; then, and in any one or more of such cases, the Company shall give written notice thereof, by certified mail, postage prepaid, to the Holder at the Holder's address as it shall appear in the Warrant Register, mailed at least fifteen (15) days prior to (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such dividend, distribution, rights, warrants, or other securities are to be determined, (ii) the date on which any such reclassification, change of outstanding shares of Common Stock, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up is expected to become effective, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, change of outstanding shares, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up, or (iii) the date of such other action which would require an adjustment to the Exercise Price. 6. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 7. Unless the qualifications set forth in the legend have been satisfied with respect to the Warrant Shares, the Warrant Shares issued upon exercise of this Warrant shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and neither such securities nor any interest therein may be offered, sold, pledged, assigned or otherwise transferred unless (1) a registration statement with respect thereto is effective under the Act and any applicable state securities laws or (2) the company receives an opinion of counsel to the holder of such securities, which opinion is reasonably satisfactory to the company, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Act or applicable state securities laws." 8. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant (and upon surrender of any Warrant if mutilated), including an affidavit of the Holder that this Warrant has been lost, stolen, destroyed or mutilated, together with an indemnity against any claim that may be made against the Company on account of such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor, and denomination. 9. The Holder of this Warrant shall not have solely on account of such status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant. 10. Neither the Holder nor any of its affiliates, agents, successors or assigns shall engage in any short sales of the Company's securities during the term of this Warrant. In the event that any such person engages in short sales of the Company's securities against the future delivery of any pro rata share of the Company's securities pursuant to a Registration Statement or otherwise, the Company shall be entitled to take any actions it deems necessary or appropriate with respect to the registration of such securities and to post stop transfer instructions with respect to any of the Company's securities held by such person. 11. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles governing conflicts of law. 12. The Company irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Warrant, any document or instrument delivered pursuant to, in connection with or simultaneously with this Warrant, or a breach of this Warrant or any such document or instrument. In any such action or proceeding, the Company waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 13 of this Warrant. Within thirty (30) days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, the Company shall appear to answer such summons, complaint or other process. 13. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to the Company, at its address stated in Section 1 hereof, (ii) if to the Holder, at its address set forth on the first page hereof, or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 13. Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 13 shall be deemed given at the time of receipt thereof. 14. No course of dealing and no delay or omission on the part of the Holder in exercising any right or remedy shall operate as a waiver thereof or otherwise prejudice the Holder's rights, powers or remedies. No right, power or remedy conferred by this Warrant upon the Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise, and all such remedies may be exercised singly or concurrently. 15. This Warrant may be amended only by a written instrument executed by the Company and the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all future Holders shall be bound thereby. Dated: As of March 14, 2002 CENTERPOINT CORPORATION By: /s/ David J. Mitchell David J. Mitchell, President and Chief Executive Officer [Seal] /s/ David Fuller David Fuller Secretary FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the attached Warrant.) FOR VALUE RECEIVED, _____________________ hereby sells, assigns, and transfers unto _________________ a Warrant to purchase __________ shares of Common Stock, no par value per share, of Centerpoint Corporation (the "Company"), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint ___________________ attorney to transfer such Warrant on the books of the Company, with full power of substitution. Dated: _________________ Signature_________________________ __________________________________ Signature Guarantee NOTICE The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever. To: Centerpoint Corporation 18 East 50th Street, 10th Floor New York, New York 10022 ELECTION TO EXERCISE The undersigned hereby exercises his or its rights to purchase _______ Warrant Shares covered by the within Warrant, and tenders payment herewith in the aggregate amount of $________, including (i) $_______ by certified or bank cashier's check, and/or (ii) cashless exercise of Warrants to purchase ______ Warrant Shares, in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ (Print Name, Address and Social Security or Tax Identification Number) and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant and the remaining portion of the within Warrant be not cancelled in payment of the Exercise Price, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below. ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ (Print Name, Address and Social Security or Tax Identification Number) Dated: _________________ Name:____________________________________ (Print) Address:_________________________________________ ____________________________________ (Signature) ____________________________________ (Signature Guarantee) ____________________________________ (Signature Guarantee) EX-10 4 exhibit104.txt BION-CENTERPOINT 13D A1 EX 10.4 EXHIBIT 10.4 AGREEMENT IT IS AGREED THIS 15th day of March, 2002 (effective January 15, 2002) by and between Centerpoint Corporation ("CPTX") and Bion Environmental Technologies, Inc. ("Bion") as follows: WHEREAS Bion has become the "parent" of CPTX; and WHEREAS CPTX does not have the cash or liquid assets available to pay its bills as accrued or to pay for its management expenses; and WHEREAS CPTX expects to accrue substantial legal, accounting and administrative expenses in order to cure its delinquencies in SEC filings, distribute securities of Bion to its shareholders, to locate and acquire new business opportunities and for on-going expenses; AND WHEREAS Bion is willing to provide CPTX with management services, office space and funds to carry out the tasks set forth above in the terms and conditions set forth herein; NOW THEREFORE, IN CONSIDERATION OF the mutual promises and performances set forth herein: 1.) Bion shall provide CPTX with the management services of David J. Mitchell as its CEO/President and director (currently sole director) and David Fuller as Secretary and Principal Accounting Officer together with their support staff, on an as needed basis, plus office space at its 18 East 50th Street, Tenth Floor, New York, NY offices. 2.) Such management services shall be focused on a.) the "clean-up"/"catch-up" needed to get CPTX current in its SEC filings and such filings as are needed on an on-going basis; b.) such actions as are necessary to distribute all or a substantial portion of the Bion common stock owned by CPTX to CPTX's shareholders; and c.) location and acquisition of assets and/or business opportunities for CPTX to pursue in the future. 3.) a.) Bion shall receive the sum of $12,000/month compensation for such management services, support staff and office space; and b.) Bion shall advance to CPTX such sums as are needed to carry-out the tasks set forth at paragraph 2 above through March 15, 2002, provided, however, Bion shall have no obligation to make any advances in excess of $500,000, in aggregate (including the items at paragraph 3a above). 4.) All sums due Bion from CPTX shall be evidenced by a convertible revolving promissory note in the form attached hereto as Exhibit A. 5.) As additional consideration, Bion shall receive a warrant to purchase 1,000,000 shares of CPTX common stock at $3.00 per share until March 14, 2007 in the form attached hereto as Exhibit B. Centerpoint Corporation By: /s/ David J. Mitchell David J. Mitchell, CEO/President Bion Environmental Technologies, Inc. By: /s/ David J. Mitchell David J. Mitchell, CEO/President -----END PRIVACY-ENHANCED MESSAGE-----