-----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, Jo4Hn221roPiawMFo9ROQa0N2+nzGnyq9GdzSrLJ+nCKo5xTvGBXNcPqvoj241I4 fVW2J1YRNWO5KcVJXrNgig== 0001263279-07-000184.txt : 20070606 0001263279-07-000184.hdr.sgml : 20070606 20070606120804 ACCESSION NUMBER: 0001263279-07-000184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070601 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19333 FILM NUMBER: 07903245 BUSINESS ADDRESS: STREET 1: 1775 SUMMITVIEW WAY STREET 2: P.O. BOX 566 CITY: CRESTONE STATE: CO ZIP: 81131 BUSINESS PHONE: (212) 758-6622 MAIL ADDRESS: STREET 1: 1775 SUMMITVIEW WAY STREET 2: P.O. BOX 566 CITY: CRESTONE STATE: CO ZIP: 81131 FORMER COMPANY: FORMER CONFORMED NAME: RSTS CORP DATE OF NAME CHANGE: 19930328 8-K 1 bion8k.txt BION ENVIRONMENTAL TECHNOLOGIES FORM 8-K DTD 6-1-07 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 June 1, 2007 ------------------------------------------------ Date of Report (date of earliest event reported) BION ENVIRONMENTAL TECHNOLOGIES, INC. ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Colorado 000-19333 84-1176672 - --------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 641 Lexington Avenue, 17th Floor, New York, NY 10022 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (212) 758-6622 -------------------------------------------------- Registrant's Telephone Number, Including Area Code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 1, 2007, Bion Environmental Technologies, Inc. ("Bion" or the "Company") entered into an employment agreement with Craig Scott to serve as Vice President-Capital Markets/Investor Relations of Bion. Among other things, the employment agreement provides that Mr. Scott will initially receive an annual salary of $120,000 and that he will receive options to purchase up to an aggregate of 100,000 shares of the Company's Common Stock that will vest over a period of two years at exercise prices ranging from $3.00 to $7.00 per share. The employment agreement is for a term through August 31, 2009, but may be terminated for any reason on 30 days' notice after September 30, 2007. A copy of the employment agreement with Mr. Scott is filed as an exhibit to this report. ITEM 8.01 OTHER EVENTS On June 6, 2007, Bion announced that trading of its common stock had resumed on the OTC Bulletin Board under the symbol "BNET." On June 6, 2007, Bion also announced that it had named Craig Scott to the position of Vice President - Capital Markets/Investor Relations of the Company. The Company's press release dated June 6, 2007 concerning these two matters is attached as an exhibit to this report. ITEM 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 10.1 Employment Agreement with Craig Scott (filed herewith electronically) Exhibit 99.1 Press Release dated June 6, 2007 (filed herewith electronically) SIGNATURE Pursuant to the requirements of the Securities 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: June 6, 2007 By: /s/ Mark A. Smith Mark A. Smith, President EX-10 2 ex101.txt EXHIBIT 10.1 - AGREEMENT EXHIBIT 10.1 AGREEMENT THIS AGREEMENT is made effective the 1st day of June 2007 by and between Bion Environmental Technologies, Inc. ("Bion") and Craig Scott ("CS"). WHEREAS Bion desires to receive the services of CS upon the terms and conditions set forth in this Agreement; AND WHEREAS CS desires to provide to Bion the services of CS upon the terms and conditions set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, Bion does hereby agree to engage the services of CS, and (with the express consent of CS as evidenced by his signature below), upon the terms and conditions set forth in the following paragraphs: 1) The Term of this Agreement shall run from the June 1, 2007 through August 31, 2009 unless Bion elects to terminate the Agreement sooner, provided, however, that termination by Bion before September 1, 2007 shall only be for "cause" as defined below ("Term") during which Term CS shall serve as Bion's Vice President-Capital Markets/Investor Relations on a full- time basis with responsibilities including without limitation investor relations and buy- and sell-side marketing plus other related functions as defined by Bion's President and Board of Directors from time-to-time. CS shall report to Bion's President. 2) Compensation during the Term shall be as follows: a) Cash compensation from Bion to CS for services provided by CS shall be initially $10,000 per month commencing with the first month of full- time service; Bion's Board will reevaluate the salary of CS after September 1, 2007; b) Bion shall grant to CS, in aggregate, 100,000 options pursuant to its 2006 Consolidated Incentive Plan as follows: i) 10,000 options exercisable at $3.00 per share, which shall vest on June 1, 2007; ii) 10,000 options exercisable at $4.00 per share, which shall vest on September 1, 2007; iii) 20,000 options exercisable at $4.50 per share, which shall vest on December 1, 2007; iv) 20,000 options exercisable at $5.00 per share, which shall vest on June 1, 2008; v) 20,000 options exercisable at $6.00 per share, which shall vest on December 1, 2008; vi) 20,000 options exercisable at $7.00 per share, which shall vest on May 31, 2009; vii) which options will vest if CS is employed by Bion on the vesting date; and viii) each vested option will be exercisable until May 31, 2012. c) After September 1, 2007, Bion and CS will discuss reimbursement to CS for health insurance premiums in a manner consistent with the treatment of other Bion employees who are similarly situated. d) CS shall be reimbursed by Bion for all reasonable direct business expenses incurred in the course of his work for Bion on a monthly basis after submittal of expense reports with reasonably detailed accounting to Bion; provided, however, that any travel related expenses and any items in excess of $500 shall be pre-authorized by Bion. 3) For all purposes of this Agreement, Bion has the right to terminate CS at any date without cause in its sole discretion on 30 days' notice, except that Bion may only terminate CS for cause during the first three months of this Agreement, with termination for cause defined to include, without limitation, any of the events listed below: a) CS's indictment or conviction of any criminal act including, without limitation, misappropriation of funds or property of Bion or any other felony criminal act; b) CS's misfeasance or malfeasance in office, which shall mean fraud, dishonesty, willful misconduct or substantial neglect of duties; and c) Breach by CS of any material provision of this Agreement. 4) CS will abide by the terms and provisions of Bion's Confidentiality/Proprietary Information Agreement and further agrees that, unless expressly waived by Bion in writing, CS will require any and all persons who have access to confidential information of Bion to execute copies of agreements substantially similar to Exhibit A and that notwithstanding any other terms herein; Exhibit A remains in full force and effect; and CS expressly agree that: a) at no time during the Term or during a two (2) year period following the end of the Term (including any extensions thereto) shall CS compete with Bion ; b) All work product, inventions, etc. of CS pursuant to this Agreement shall be the sole property of Bion and CS, as applicable, shall execute such assignments and /or other documents as may be required to fully vest such ownership in Bion; and c) all proprietary information and other information concerning Bion acquired pursuant to the service of CS to Bion shall at all times be and remain the sole property of Bion regardless of how such proprietary information is stored and upon termination of this Agreement (w/o retaining copies), CS shall return all such proprietary information to Bion on whatever medium it is evidenced (including w/o limitation paper files, computer memory media, etc.) 5) a) This Agreement shall be binding upon and shall inure to the benefit of parties hereto and their respective successors and assigns and any person acquiring, whether by merger, consolidation, liquidation, purchase of assets or otherwise, all or substantially all of a party's equity or assets and business. b) It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings connected herewith be construed in accordance with and pursuant to the laws of the State of New York and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of New York shall be applicable and shall govern to the exclusion of the law of any other forum, with regard to the jurisdiction in which any action or special proceeding may be instituted. c) Any claim or controversy, which arises out of or relates to this Agreement, or breach of it, shall be settled by arbitration. d) Should any party hereto waive breach of any provision of this Agreement, that waiver shall not operate or be construed as a waiver of any further breach of this Agreement. e) In the event that any one or more of the provisions of this Agreement or any portions there under is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. f) This Agreement shall constitute the entire agreement between the parties hereto Oral modifications of the Agreement shall have no effect. This Agreement may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Bion Environmental Technologies, Inc. By: /s/ Mark A. Smith Mark A. Smith By: /s/ Craig Scott Craig Scott EX-99 3 ex991.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 BION ENVIRONMENTAL TECHNOLOGIES, INC. Bion Environmental Technologies, Inc. Announces Return to Trading on the OTC Bulletin Board; Names V.P. - Capital Markets/Investor Relations June 6, 2007. New York, New York. Bion Environmental Technologies, Inc. ("Bion") (OTC BB: BNET) announced today that it has resumed trading on the OTC Bulletin Board under the same symbol (BNET), effective today. Bion has completed the comment process on its Form 10-SB Registration Statement with the U.S. Securities & Exchange Commission. Bion has been subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, since January 14, 2007. Bion has been traded on the Pink Sheets since early 2004, when it was delisted from the OTC Bulletin Board. At that time, the Company elected to discontinue its SEC filings while it was refining its technology to exploit an evolving opportunity: integration of large-scale livestock operations with efficient ethanol production. Prior to its delisting, Bion had traded on the OTC Bulletin Board since 1992. Mark Smith, Bion's President, stated, "The timing of our return to the OTC Bulletin Board is appropriate in light of the Company's recent progress in moving towards commercial operations. Bion's waste management technology platform has demonstrated its effectiveness, as shown by the peer-reviewed data generated at the Devries Dairy in Texas. The Company expects to commence development of its first Integrated Project combining livestock operations and ethanol production in the near future." Bion also announced that it has named Craig Scott to the position of Vice President - Capital Markets/Investor Relations. His duties will include investor relations and buy- and sell-side marketing. Mr. Scott previously served as Bion's Director of Investor Relations from 1997 to 2001 and has been a periodic consultant to the Company from 2001 until March 2006. From April 2005 to August 2006, Mr. Scott served in a similar role (VP - Capital Markets upon departure) with Cano Petroleum, Inc. (Amex: CFW), an oil and gas production company specializing in unconventional oil recovery methods. During that period and immediately after, Cano successfully raised approximately $160 million in debt and equity financing and substantially increased its institutional ownership. Prior to that, from March 2004 to April 2005, he was the National Sales Manager and Director of Investor Relations for Tri-Valley Corp. (Amex: TIV). During his tenure there, Tri- Valley was the number one performing energy company listed on the AMEX (2004), based on year-to-year increase of share price. _______________________________________________________ About Bion: Bion Environmental Technologies, Inc.'s patented and proprietary technology platform reduces the environmental impact of Confined Animal Feeding Operations (CAFOs), such as dairies and cattle feeding operations, and enables integration of large scale CAFOs, ethanol production and end- product processing (milk, cheese, beef) in an environmentally and economically sustainable manner (Integrated Projects). Renewable energy - sufficient to provide the entire thermal energy requirements for the Integrated Project - is produced from the waste stream and utilized on-site, as is the ethanol corn by-product, enabling increased efficiencies and profitability for all Project facilities. Bion intends to focus its efforts on development, operation and ownership of Integrated Projects in multiple states. This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the word "intends," "projects," "expects" and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes. For further information, please visit the Company's website at www.biontech.com, or contact: Mark A. Smith Craig Scott President Vice President-Capital Markets/IR 719-256-5329 303-843-6191 direct mas@biontech.com cscott@biontech.com -----END PRIVACY-ENHANCED MESSAGE-----