-----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, EPmkeW99SkK6Z1EF+E5+A0ocTKHikHGLWSfoRwbOmFjQZbulJ6xx+Pi8Ji4++p3E TycdwY0n4qN7z8ZprjE5TQ== 0000949303-97-000095.txt : 19971021 0000949303-97-000095.hdr.sgml : 19971021 ACCESSION NUMBER: 0000949303-97-000095 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 ITEM INFORMATION: FILED AS OF DATE: 19971020 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BION ENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875729 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 841176672 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19333 FILM NUMBER: 97698006 BUSINESS ADDRESS: STREET 1: 555 17TH ST STREET 2: STE 3310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032940750 FORMER COMPANY: FORMER CONFORMED NAME: RSTS CORP DATE OF NAME CHANGE: 19930328 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 30, 1997 -------------------------------------- (Date of earliest event reported) Bion Environmental Technologies, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Colorado 0-19333 84-1176672 -------------- ------------ ------------------- (State of (Commission (I.R.S. Employer Incorporation) File No.) Identification No.) 555 17th Street, Suite 3310, Denver, Colorado 80202 ----------------------------------------------------- (Address and Zip Code of Principal Executive Offices) Registrant's telephone number including area code: (303) 294-0750 ITEM 5. OTHER EVENTS. - ------- ------------- (A) On September 30, 1997 Bion Environmental Technologies, Inc., (the "Registrant") signed a contract for the design, permitting, and construction of its patented Bion NMS' animal waste treatment system for a new 11,500 hog finishing farm in Randolph County, North Carolina. Bion NMS's patented process is an ecologically-friendly biological system which solves animal waste handling concerns and significantly reduces odor. In the process, hog wastes are converted into nutrient-rich biologically active biosolids which the Registrant blends to become BionSoil' products such as organic fertilizers and soil amendments. (B) On October 8, 1997, the Registrant entered into an agreement to design and install a number of its patented Bion NMS animal waste treatment systems in the States of Colorado and Nebraska. That agreement is attached as Exhibit 10-1 to the Registrant's September 30, 1997 Form 8-K filed on October 9. 1997 and is hereby incorporated by reference. The agreement marks the Registrant*s initial entry into the Colorado and Nebraska animal raising markets. The agreement is subject to certain contingencies regarding financing and other matters which must be resolved by November 15, 1997 (unless extended by mutual written agreement). The agreement covers Phase I of a proposed hog farm in eastern Colorado and western Nebraska which will house 330,000 finishing hogs. The Agreement calls for payment of $1,200,000 in fees to the Registrant and an equity investment in the Registrant of $3,000,000 through the purchase of 1,000,000 Units at a purchase price of $3.00 per Unit where one Unit shall consist of one share of the Registrant's restricted common stock and one warrant to purchase one share of the Registrant's restricted stock at a price of $7.00 per share. The agreement also covers numerous other matters (all of which are set forth in Exhibit 10.1 attached to the Registrant's September 30, 1997 Form 8-K filed on October 9. 1997) including that the Registrant has granted an option for design and installation of Bion NMS systems for Phase II of the project which is contemplated to house 330,000 additional finishing hogs, if completed. (C) Effective October 8, 1997 the Registrant and Scott R. Sieck, Manager, Corporate Development and Shareholder Relations, (collectively "the parties") mutually agreed not to renew Mr. Sieck's year-to-year employment agreement which is detailed in the Registrant*s August 30, 1996 Form 8-K. The parties also agreed that of Mr. Sieck's remaining 150,000 Class K-1 through K-3 warrants to purchase the Registrant's restricted common stock, 100,000 will now be cancelled and he will retain 50,000 warrants to purchase the Registrant*s restricted common stock at a price of $6.00 per share exercisable from March 1, 1998 through October 1, 1999. Mr. Sieck will also be granted options to purchase 10,000 shares of the Registrant*s common stock at a price of $6.25 per share and 10,000 shares at a price of $7.25 per share, pursuant to the Registrant*s Fiscal Year 1994 Incentive Plan. (D) Effective October 3, 1997, the Registrant granted bonuses under its Fiscal Year 1994 Incentive Plan to three of its employees consisting of a total of 30,000 options to purchase shares of the Registrant*s common stock, 10,000 at a price of $5.40 per share, and 20,000 at a price of $6.25 per share. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - -------- ------------------------------------- Exhibit 10.1: Bion NMS Installation Agreement (previously filed and incorporated herein by reference) 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. Date: October 17, 1997 By: /s/ Jon Northrop ------------------------ Jon Northrop, Chief Executive Officer INDEX TO EXHIBITS Financial Statements and Exhibits. - ------------------------------------ 10.1 Bion NMS Installation Agreement (previously filed and incorporated by reference herein) -----END PRIVACY-ENHANCED MESSAGE-----