-----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, HapFBp/eRO2Tk8xOtXfBMmbqahGWKyfVZVHe0jDEeLLPw26ft6p3s9EAnl7UzJZ7 BMQsA1DbX8Qzuo+6lS28bQ== 0000949303-99-000179.txt : 19991223 0000949303-99-000179.hdr.sgml : 19991223 ACCESSION NUMBER: 0000949303-99-000179 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991222 EFFECTIVENESS DATE: 19991222 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: S-8 SEC ACT: SEC FILE NUMBER: 333-93353 FILM NUMBER: 99778767 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 S-8 1 S8 As filed with the Securities and Exchange Commission on December __, 1999 Registration No. 333-__________ - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BION ENVIRONMENTAL TECHNOLOGIES, INC. ---------------------------------------------------- Exact name of Registrant as specified in its charter Colorado 84-1176672 - -------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer Identifi- incorporation or organization) cation Number) 555 Seventeenth Street, Suite 3310, Denver, Colorado 80202 ------------------------------------------------------------ (Address of principal executive offices, including Zip Code) 1994 INCENTIVE PLAN ------------------------ (Full title of the plan) Jon Northrop, Chief Executive Officer 555 Seventeenth Street, Suite 3310, Denver, Colorado 80202 (303) 294-0750 -------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copy to: Stanley F. Freedman, Esq. KRYS BOYLE FREEDMAN & SAWYER, P.C. 600 Seventeenth Street, Suite 2700, South Tower Denver, Colorado 80202 (303) 893-2300 ---------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------- Title of Proposed Maxi- Proposed Maxi- Amount of Securities to Amount to be mum Offering mum Aggregate Registra- Registered be Registered Price Per Share Offering Price tion Fee - ------------- -------------- --------------- -------------- ------------ Common Stock, 1,159,974 $2.63 (1) $3,050,731.62 $848.10 No Par Value Shares - ---------------------------------------------------------------------------- (1) Calculated based on the closing price of the Registrant's Common Stock on December 20, 1999, as reported on the Over-the-Counter Bulletin Board. Pursuant to General Instruction E to Form S-8, regarding the registration of additional securities, Bion Environmental Technologies, Inc.( the "Company") is hereby registering additional shares of common stock, no par value per share (the "Common Stock"), in the number set forth on the cover of this Registration Statement. On June 30, 1998, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-58159) relating to shares of the Company's Common Stock to be issued in connection with the Company's 1994 Incentive Plan. This Registration Statement relates to securities (a) of the same class as those to which the prior Registration Statement relates, and (b) to be issued pursuant to the Plan. This Registration Statement also relates to and hereby registers the maximum number of shares issuable under the 1994 Incentive Plan (20% of the Company's outstanding shares), a presently indeterminable amount as the level of outstanding shares increases with future transactions. This Registration Statement incorporates by reference the contents of the prior Registration Statement, as heretofore amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Registration Statement: EXHIBIT NUMBER DESCRIPTION LOCATION 5 Opinion of Krys Boyle Freedman & Filed herewith electronically Sawyer, P.C. 23.1 Consent of Krys Boyle Freedman & Contained in Exhibit 5 Sawyer, P.C. 23.2 Consent of Ehrhardt Keefe Filed herewith electronically Steiner & Hottman PC Independent Public Accountants SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Denver, State of Colorado on the 13th day of December, 1999. BION ENVIRONMENTAL TECHNOLOGIES, INC. By: /s/ Jon Northrop Jon Northrop, Chief Executive Officer and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Mark A. Smith Chairman of the Board, December 13, 1999 Mark A. Smith President and Director /s/ Jon Northrop Chief Executive Officer, December 13, 1999 Jon Northrop Secretary (Principal Executive Officer) and Director /s/Jere Northrop Director December 13, 1999 Jere Northrop /s/ Ronald G. Cullis Director December 13, 1999 Ronald G. Cullis EX-5 2 LEGAL OPINION KRYS BOYLE FREEDMAN & SAWYER, P.C. Attorneys at Law 600 Seventeenth Street, Suite 2700, South Tower Denver, Colorado 80202 (303) 893-2300 FAX (303) 893-2882 December 14, 1999 Bion Environmental Technologies, Inc. 555 Seventeenth Street, Suite 3310 Denver, Colorado 80202 Re: SEC Registration Statement on Form S-8 Gentlemen: We are counsel for Bion Environmental Technologies, Inc., a Colorado corporation (the "Company"), in connection with its registration under the Securities Act of 1933, as amended (the "Act"), of an additional 1,159,974 shares of common stock which may be issued upon the exercise of options granted under the Company=s 1994 Incentive Plan through a Registration Statement on Form S-8 as to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering our opinion as set forth below, we have reviewed and examined originals or copies identified to our satisfaction of the following: (1) Articles of Incorporation of the Company as filed with the Secretary of State of the State of Colorado, as amended. (2) Minute book containing the written deliberations and resolutions of the Board of Directors and Shareholders of the Company. (3) The Registration Statement. (4) The exhibits to the Registration Statement to be filed with the Commission. We have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as we have deemed necessary or appropriate under the circumstances. Based upon the foregoing and in reliance thereon, it is our opinion that the 864,516 additional shares of the Company's no par value common stock which may be issued under the 1994 Incentive Plan will, upon the purchase, receipt of full payment, issuance and delivery in accordance with the terms of such agreement, be duly and validly authorized, legally issued, fully paid and non-assessable. Stanley F. Freedman, the sole owner of an entity which is a member of this firm, is the owner of 7,091 shares of common stock of the Company and the holder of a currently exercisable option to purchase an additional 40,000 shares at an exercise price of $2.00 per share. The subject option will expire on December 31, 2001. In addition, Mr. Freedman is the owner of a Z warrant to purchase 6,636 additional shares at an exercise price of $13.50 per share during the period commencing on January 1, 2000 and ending on December 31, 2001. December 14, 1999 Page 2 We hereby consent to the filing of this opinion as an exhibit to the referenced Registration Statement on Form S-8. Very truly yours, KRYS BOYLE FREEDMAN & SAWYER, P.C. By: /s/ Stanley F. Freedman, P.C. Stanley F. Freedman, P.C. EX-23.2 3 CONSENT CONSENT OF EHRHARDT KEEFE STEINER & HOTTMAN PC We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 20, 1999 appearing in Bion Environmental Technologies, Inc.'s Annual Report on Form 10-KSB for the year ended June 30, 1999. /s/ Ehrhardt Keefe Steiner & Hottman PC EHRHARDT KEEFE STEINER & HOTTMAN PC Denver, Colorado December 20, 1999 -----END PRIVACY-ENHANCED MESSAGE-----