UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
September 30, 2009
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Date of Report (date of earliest event reported)
BION ENVIRONMENTAL TECHNOLOGIES, INC.
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Exact name of Registrant as Specified in its Charter
Colorado 000-19333 84-1176672
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
Box 566/1774 Summitview Way, Crestone, Colorado 81131
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Address of Principal Executive Offices, Including Zip Code
(212) 758-6622
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Registrant's Telephone Number, Including Area Code
Not applicable
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Former name or former address, if changed since last report
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.
Effective on September 30, 2009, the Company executed an Extension
Agreement ('Extension Agreement') with Bright Capital, Ltd. ('BC') and
Dominic Bassani ('DB'), Vice President-Strategic Planning and Special
Projects of our Bion Integrated Projects, Inc. and Bion Services Group, Inc.
subsidiaries, pursuant to which BC agreed to provide the services of DB to
the Company for an additional four years (plus a possible fifth year)on a
consulting basis for an annual fee of $312,000 (subject to adjustment)and
granted a bonus of $60,000 payable in the form of 600,000 warrants
exercisable beginning September 30, 2009, to purchase the Company's
restricted stock at a price of $2.50 per share until January 15, 2019.
Additionally, the Company and BC/DB agreed to negotiate in good faith to
resolve the matters set forth below ('Additional Matters') on or before
December 31, 2009 with the resolution of the Additional Matters to constitute
an Addendum to the Extension Agreement with the same effect as if set forth
herein at this time: a)'performance bonus' provisions, b)'pension' or other
similar benefits for DB, c)'change of control' provisions, and d)
compensation in the event of DB's death or disability during the Term.
Effective on September 30, 2009, the Company executed an agreement with
Mark A. Smith ('MAS'), the Company's President and General Counsel, pursuant
to which MAS agreed to extend his service to the Company through a date no
later than December 31, 2010 at a salary of $16,000 per month. In connection
therewith the Company granted MAS a cash bonus of $15,000 payable on January
1, 2010 and a bonus of $20,000 payable in the form of 200,000 warrants
exercisable beginning September 30, 2009, to purchase the Company's
restricted stock at a price of $2.50 per share until January 15, 2019.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Effective October 1, 2009, Jere Northrop, a founder of the Company
approximately 20 years ago, resigned his position as a Director of the
Company. Mr. Northrop, age 67, will be available to provide consulting
services to the Company on an 'as requested' basis through December 31, 2010.
ITEM 7.01 REGULATION FD DISCLOSURE.
The Company will be utilizing the powerpoint presentation which can be
found at our website at: http://biontech.com/investor/docs/BION.PP.091001.
Master.pdf in the context of communication with FINRA brokers and others in
meetings and calls over the next several weeks.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
Exhibit 10.1 Bassani Extension Agreement effective September 30, 2009
Exhibit 10.2 Smith Extension Agreement effective September 30, 2009
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: October 8, 2009 By:/s/ Mark A. Smith
Mark A. Smith, President