SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 30, 1997
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(Date of earliest event reported)
Bion Environmental Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-19333 84-1176672
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(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
555 17th Street, Suite 3310, Denver, Colorado 80202
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(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (303) 294-0750
ITEM 5. OTHER EVENTS.
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(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 (attached
as Exhibit 10-1) to design and install a number of its patented Bion NMS
animal waste treatment systems in the States of Colorado and Nebraska. The
agreement marks the Registrant*s initial entry into 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 approximately $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. Additionally, the
agreement contemplates the grant of warrants to purchase additional shares of
the Registrant's restricted common stock at a purchase price of $7.00 per
share. The agreement also covers numerous other matters (all of which are set
forth in Exhibit 10.1 attached hereto) 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 mutually agreed not to renew
Mr. Sieck's year-to-year employment agreement. Mr. Sieck's long term
incentive package (detailed in the Registrant*s August 30, 1996 Form 8-K) has
been cancelled except that Mr. Sieck will retain 50,000 Class K 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, pursuant to the Registrant*s Fiscal Year 1994 Incentive Plan,
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.
(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.
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Exhibit 10.1: Bion NMS Installation Agreement
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 9, 1997 By: /s/ Jon Northrop
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Jon Northrop,
Chief Executive Officer
INDEX TO EXHIBITS
Financial Statements and Exhibits.
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10.1 Bion NMS Installation Agreement