-----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, I2bLfekB2H74nzhNUxceM76svhbp3kjR1WpYWvqwkfRv1IjLWK0EW1Vdl6wdeDwv 3FQkbYTLhLsn832nywzPBA== 0000949303-99-000110.txt : 19990823 0000949303-99-000110.hdr.sgml : 19990823 ACCESSION NUMBER: 0000949303-99-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990723 ITEM INFORMATION: FILED AS OF DATE: 19990820 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 SEC ACT: SEC FILE NUMBER: 000-19333 FILM NUMBER: 99696665 BUSINESS ADDRESS: STREET 1: 555 17TH ST STREET 2: STE 3310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032940750 MAIL ADDRESS: STREET 1: 555 17TH ST STREET 2: SUITE 3310 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: RSTS CORP DATE OF NAME CHANGE: 19930328 8-K 1 8K 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: July 23, 1999 (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. 1. Bion Environmental Technologies, Inc. (the "Company") has completed an extensive review of the organization of its Board of Directors and executive and management structure. The following changes have occurred during, and as a result of this review. A. The Board has regretfully accepted the resignations of two directors, John Schawanekamp (a Director of the Company since August 1993) and M. Duane Stutzman (a Director of the Company since August 1993). (See resignation letters attached hereto as Exhibits 99.1 and 99.2) As a result of these changes the Board of Directors of the Company now consists of Mark A. Smith, Chairman, Jon Northrop, Jere Northrop, and Ronald G. Cullis. B. The following executive and management organizations have been established to better align individual responsibilities and management roles with the operation of the business of the Company: a. The officers and management team for the Company now consists of Mark A. Smith, Chairman and President; Jon Northrop, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer; Jere Northrop, Chief Technical Officer; and M. Duane Stutzman, Controller. b. The management teams for the Company's two active subsidiaries have been restructured so that M. Duane Stutzman is President of Bion Technologies, Inc. and Vice President of BionSoil, Inc. and Edward B. Lamb is President of BionSoil, Inc. and Vice President of Bion Technologies, Inc. C. The Board has also established an Executive Committee consisting of Mark A. Smith and Jon Northrop and an Operating Committee consisting of Mark A. Smith, M. Duane Stutzman, and Edward B. Lamb. D. The Company also regretfully accepted the resignation of Jon T. Small. Mr. Small acted as Vice President of Sales and Marketing of Bion Technologies, Inc. from November 1, 1998 to July 1, 1999. (See resignation letter attached hereto as, Exhibit 99.3) 2. On July 23, 1999, the Company established two wholly owned, presently inactive, subsidiaries: Bion Municipal, Inc. and Bion International, Inc. Both subsidiaries were organized under the laws of the State of Colorado. 3. During the period from July 1, 1999 through July 31, 1999 LoTayLingKyur, Inc. ("LTLK"), a shareholder of the Company, of which Mark A. Smith, Bion's Chairman, has voting power over LTLK's shares in the Company, advanced $201,382.58 to the Company, which sum has been added to the convertible promissory note set forth at Exhibit 10.1 to the Company's Form 8-K dated May 21, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 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: August 18, 1999 By: /s/ Jon Northrop ------------------------ Jon Northrop, Chief Financial Officer INDEX TO EXHIBITS Financial Statements and Exhibits. 99.1 Resignation letter of John Schwanekamp. 99.2 Resignation letter of M. Duane Stutzman. 99.3 Resignation letter of Jon T. Small. EX-99.1 2 RESIGNATION LETTER July 18, 1999 John Schwanekamp 6861 Sherman-Westfield Road Westfield, New York 14787 Bion Environmental Technologies, Inc. 555 17th Street, Suite 3310 Denver, CO 80202 Dear Officers and Board: Please accept my resignation as Director effective July 15, 1999. Thank you for the opportunity to serve. It was a pleasure to be part of the BION organization. Very Sincerely, /s/ John Schwanekamp John Schwanekamp EX-99.2 3 RESIGNATION LETTER M. Duane Stutzman 7483 West Laurel Avenue Littleton, CO 80128 303-973-1196 Bion Environmental Technologies, Inc. July 20, 1999 555 17th Street, Suite 3310 Denver, CO 80202 To the Board of Bion: This letter announces my resignation as a director of Bion's board of directors. I have thoroughly enjoyed working on the board and continue to look forward to working with the company. I believe the company is on the verge of success and as we all need to continue our hard work, I believe my efforts would bring the company greater contributions by narrowing my responsibilities. Sincerely, /s/ M. Duane Stutzman M. Duane Stutzman EX-99.3 4 RESIGNATION LETTER JONATHAN T. SMALL Email: SMALLJT@AOL.COM 9985 S. Stafford Place Home: (303) 346-8411 Highlands Ranch, CO 80126 Fax: (303) 346-8412 - -------------------------------------------------------------------------------- 14 July, 1999 Dear Bion Friends, It is not often that an opportunity arises that one has sought for some five years but that is exactly what has happened to me. Over five years ago I saw an opportunity take a fairly large Ag irrigation dealership toward that of a national and even international presence. The concept had never been thought of or done before and I challenged the owner of the dealership to do it. I essentially wrote a business plan to execute the concept and put it into reality. He then chose not to take the risk and not to expand the business. In the meantime no one else in the Ag irrigation industry has done so either. About two years ago a publicly held company, Eco Soil Systems, Inc., having difficulties finding a comfortable method to distribute their own proprietary technologies, purchased that dealership as well as some others. They now wish to execute a plan that is very similar to the one I proposed all that time ago and they have asked me to head the effort. As of August 1999, I will be the Vice President, General Manager of the Agricultural Supply Division of Eco Soil Systems, Inc. While I have only been at Bion for some 8 months, I have found the product and the opportunity fascinating. I truly see the future for Bion as very bright and am very optimistic for a great Bion success. I leave feeling somewhat disappointed that I will not be here physically to participate in the great things that will happen very soon on your horizon. There is now strong leadership in place at Bion with a clear sense of direction that will see you all to your objectives. I hope this will help you understand why at this time I must leave this situation. I have enjoyed working with each of you and wish you to continued success and a very bright return in your future. I remain an interested investor as well as a friend. If I can do anything to help you in the Bion cause do not hesitate to contact me at any time. I will always be available to each and every one of you. Sincerely, /s/ J.T. Small J.T. Small -----END PRIVACY-ENHANCED MESSAGE-----