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
Colorado 000-19333 84-1176672
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
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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 September 27, 2008, the Company executed an agreement with Kreider Farms (and its affiliated entities) (collectively "Kreider") to design, construct and operate, through its wholly-owned subsidiary, Bion Services Group, Inc., a Bion system to treat the waste from the equivalent of approximately 1900-2000 milking dairy cows (milkers, dry cows and heifers combined) at the Kreider Dairy, located in Mannheim, Pennsylvania. In addition, the agreement provides for an integrated renewable energy facility that will provide energy for Bion's waste treatment facility through the combustion of the cellulose captured in the Bion process. The system will be owned and operated through a special purpose entity in which Kreider will have the option to purchase a minority interest. See Exhibit 99.1 for press release dated September 29, 2008.
Salvatore Zizza and Dominic Bassani, Chairman/Director and Vice President-Special Projects and Strategic Planning, respectively, of our Bion Integrated Projects Group, Inc. subsidiary, each advanced the Company $50,000 which advances have been evidenced by promissory notes executed on September 27, 2008. See Exhibits 10.1 and 10.2. The advances will be used by the Company for working capital purposes. It is possible, but not certain, that Mr. Zizza and/or Mr. Bassani will make future advances to the Company.
ITEM 7.01 REGULATION FD DISCLOSURE.
Bion has received notification that its patent application entitled, "Low Oxygen Organic Waste Bioconversion System" has been granted by the Commonwealth of Australia Patent Office. See Exhibit 99.2.
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 Promissory Note between Bion Environmental Technologies,
Inc. and Salvatore Zizza
Exhibit 10.2 Promissory Note between Bion Environmental Technologies,
Inc. and Dominic Bassani
Exhibit 99.1 Kreider Press Release dated September 29, 2008
Exhibit 99.2 Patent Press Release dated September 25, 2008
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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: September 30, 2008 By: /s/ Mark A. Smith
Mark A. Smith, President
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EXHIBIT 10.1
PROMISSORY NOTE ("NOTE")
FOR VALUE RECEIVED, the undersigned, Bion Environmental Technologies, Inc., a Colorado corporation ("MAKER"), hereby promises to pay to the order of Salvatore Zizza ('HOLDER'), and its successors and assigns, c/o 641 Lexington Ave, 12th Floor, NY, NY 10022, or at such other place as the HOLDER of this Note may from time to time designate in writing, all sums due under this Note (plus interest) in lawful and immediately available money of the United States. The initial principal of this Note is $50,000.00. Subsequent advances from HOLDER to Maker shall be added to the principal of this Note. Interest shall be accrued and added to principal at a simple rate of eight percent (8.0%) per annum from date owed by Maker. All outstanding principal and interest shall be due and payable on or before February 1, 2009, if not previously paid. If this Note or interest due hereunder is not paid when due or declared due hereunder, the principal shall draw interest at the rate of one and one half percent (1.5%) per month.
Upon default by the MAKER of the timely payment of principal or interest due hereunder or upon any Event of Default as hereinafter defined, the HOLDER may, in its sole discretion, withhold any payments due and payable to MAKER and apply same to the MAKER's obligations hereunder. In addition, upon any Event of Default, the HOLDER may declare the full amount of this Note due and payable.
If any one or more of the following events ("Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law, pursuant to or in compliance with any judgment, decree of order of any court, or any order, rule or regulation of any administrative or governmental body, or otherwise) the HOLDER of this Note may, at its option, upon written notice to MAKER, declare this Note and any other promissory note issued by MAKER to HOLDER (whether or not then due in accordance with its terms) to be due and payable, whereupon the entire balance of this Note shall forthwith become and be due and payable:
(a) MAKER fails to make payment of principal or of interest on this Note or any other obligation of MAKER when such shall become due and payable, whether at the stated maturity thereof or by acceleration or otherwise;
(b) MAKER (1) admits its inability to pay its debts as they become due;
(2) files a petition in bankruptcy or makes a petition to take advantage of
an insolvency act; (3) makes an assignment for the benefit of creditors; (4)
commences a proceeding for the appointment of a receiver, trustee,
liquidator, or conservator of itself or of the whole or any substantial part
of its properties; (5) files a petition or answer seeking reorganization or
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute or the United States or any State;
(c) MAKER (1) is adjudged as bankrupt, (2) a court enters an order, judgment or decree, appointing a receiver, trustee, liquidator or conservator of MAKER or of the whole or any substantial part of its properties, or approve a petition filed against MAKER seeking reorganization or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States or any state; (3) under the provisions of any other law for the relief or aid of debtors, a court assumes custody or control of MAKER or the whole or any substantial part of its properties; (4) there is commenced against MAKER any proceeding for any of the foregoing relief; (5) a petition in bankruptcy is filed against MAKER; or (6) MAKER by any act indicates its consent to approval of or acquiescence in any such proceeding or petition.
Except as otherwise hereinabove expressly provided, MAKER hereby waives diligence, demand, protest, presentment and all notices (whether of nonpayment, dishonor, protest, acceleration or otherwise) and consents to acceleration of the time of payment, surrender or substitution of security or forbearance, or other indulgence, without notice.
Jurisdiction and venue shall be in a court of general jurisdiction located in the State of New York. In the event that litigation is necessary to collect the principal (and interest) of the Note, HOLDER shall be entitled to reasonable attorneys' fees and litigation costs associated therewith.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Mark A. Smith
Authorized Officer
Date: September 27, 2008
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Initial principal: $50,0000.00
Date Due: February 1, 2009
EXHIBIT 10.2
PROMISSORY NOTE ("NOTE")
FOR VALUE RECEIVED, the undersigned, Bion Environmental Technologies, Inc., a Colorado corporation ("MAKER"), hereby promises to pay to the order of Dominic Bassani ('HOLDER'), and its successors and assigns, c/o 64 Village Hill Drive, Dix Hills, NY 11746, or at such other place as the HOLDER of this Note may from time to time designate in writing, all sums due under this Note (plus interest) in lawful and immediately available money of the United States. The initial principal of this Note is $50,000.00. Subsequent advances from HOLDER to Maker shall be added to the principal of this Note. Interest shall be accrued and added to principal at a simple rate of eight percent (8.0%) per annum from date owed by Maker. All outstanding principal and interest shall be due and payable on or before February 1, 2009, if not previously paid. If this Note or interest due hereunder is not paid when due or declared due hereunder, the principal shall draw interest at the rate of one and one half percent (1.5%) per month.
Upon default by the MAKER of the timely payment of principal or interest due hereunder or upon any Event of Default as hereinafter defined, the HOLDER may, in its sole discretion, withhold any payments due and payable to MAKER and apply same to the MAKER's obligations hereunder. In addition, upon any Event of Default, the HOLDER may declare the full amount of this Note due and payable.
If any one or more of the following events ("Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law, pursuant to or in compliance with any judgment, decree of order of any court, or any order, rule or regulation of any administrative or governmental body, or otherwise) the HOLDER of this Note may, at its option, upon written notice to MAKER, declare this Note and any other promissory note issued by MAKER to HOLDER (whether or not then due in accordance with its terms) to be due and payable, whereupon the entire balance of this Note shall forthwith become and be due and payable:
(a) MAKER fails to make payment of principal or of interest on this Note or any other obligation of MAKER when such shall become due and payable, whether at the stated maturity thereof or by acceleration or otherwise;
(b) MAKER (1) admits its inability to pay its debts as they become due;
(2) files a petition in bankruptcy or makes a petition to take advantage of
an insolvency act; (3) makes an assignment for the benefit of creditors; (4)
commences a proceeding for the appointment of a receiver, trustee,
liquidator, or conservator of itself or of the whole or any substantial part
of its properties; (5) files a petition or answer seeking reorganization or
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute or the United States or any State;
(c) MAKER (1) is adjudged as bankrupt, (2) a court enters an order, judgment or decree, appointing a receiver, trustee, liquidator or conservator of MAKER or of the whole or any substantial part of its properties, or approve a petition filed against MAKER seeking reorganization or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States or any state; (3) under the provisions of any other law for the relief or aid of debtors, a court assumes custody or control of MAKER or the whole or any substantial part of its properties; (4) there is commenced against MAKER any proceeding for any of the foregoing relief; (5) a petition in bankruptcy is filed against MAKER; or (6) MAKER by any act indicates its consent to approval of or acquiescence in any such proceeding or petition.
Except as otherwise hereinabove expressly provided, MAKER hereby waives diligence, demand, protest, presentment and all notices (whether of nonpayment, dishonor, protest, acceleration or otherwise) and consents to acceleration of the time of payment, surrender or substitution of security or forbearance, or other indulgence, without notice.
Jurisdiction and venue shall be in a court of general jurisdiction located in the State of New York. In the event that litigation is necessary to collect the principal (and interest) of the Note, HOLDER shall be entitled to reasonable attorneys' fees and litigation costs associated therewith.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Mark A. Smith
Authorized Officer
Date: September 26, 2008
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Initial principal: $50,000.00
Date Due: February 1, 2009
EXHIBIT 99.1
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Bion and Kreider Farms Execute Agreement for Cleantech Project at Manheim, Pennsylvania Facility
September 29, 2008. New York, New York. Bion Environmental Technologies, Inc. (OTC BB: BNET) and Kreider Farms announced today the execution of a contract whereby Bion will build a livestock waste treatment system at Kreider Farm's Manheim facility that will treat the dairy waste from the equivalent of 1,900 to 2,000 milking dairy cows. In addition, the agreement provides for an integrated renewable energy facility that will provide energy for Bion's waste treatment facility through the combustion of the cellulose captured in the Bion process. The net effect will be that no fossil fuels will be required to provide energy to the waste treatment system.
Bion's waste treatment technology has been reviewed and approved by the Pennsylvania Department of Environmental Protection (PA DEP) to generate approximately 140 nutrient credits per milk cow's waste treated. Bion anticipates the sale of these credits under PA's nutrient credit trading program and they are listed on the PA DEP's Nutrient Crediting Trading website at www.dep.state.pa.us/river/Nutrient%20Trading.htm#Registry.
The PA DEP nutrient credit program is unique in that credits can be generated from a non-point source discharger such as a dairy farm, and these credits can then be sold to a point source discharger, such as municipal waste treatment plants (MWTPs). The key to the credit trading program is that it allows lower-cost nutrient reductions from agricultural operations to offset much more expensive 'last mile' reductions from MWTPs and other point sources, providing an equally effective reduction in overall nutrients, but utilizing much more cost-effective solutions.
The non-point to point source trade mechanism is critical to the success of reducing nutrient loading into Pennsylvania's waterways and ultimately the Chesapeake Bay because non-point sources contribute more than 50% of the delivered load of nutrients into the Bay. Pennsylvania needs to reduce its annual nitrogen discharges to the Chesapeake Bay by 7.5 million pounds. Other unique aspects of Bion's nutrient credit approval in Pennsylvania include:
- Bion was able to generate these credits at Kreider Farms because of their unique ability to verify nutrient reductions, which traditionally has been a key impediment to the advancement of these types of non-point to point source trades. The PA DEP reviewed and approved Bion's nutrient credit verification plan (sampling and measurement definition) as a part of the credit approval process. Bion is the only company that has received nutrient credit approval for the installation of an on-site livestock waste treatment system, as well as the issuance of nitrogen credits for ammonia emission reductions.
- More than 40% of the nutrient credits Bion is receiving for its Kreider Farms project will be generated due to its ability to reduce ammonia air emissions. This is a key advancement for the industry in verifying the linkages between ammonia air emissions and downwind nitrogen deposition in nearby waterbodies.
In addition to generating nutrient credits, Bion's Cleantech project at Kreider Farms will produce:
- renewable energy by combusting the biomass captured in the dairy
waste stream as well as the poultry litter from Kreider Farm's
poultry operations.
- greenhouse gas emission credits from significantly reduced methane
emissions associated with Bion livestock waste treatment process,
and
- stabilized nutrient rich fertilizer (low leachability) generated as
a by-product from the dairy waste treatment process.
Absent a trading program where least-cost nutrient credit trades can take place, the municipal waste treatment plants would continue to spend excessive amounts of ratepayer dollars to upgrade their facilities. Simultaneously, non-point sources, with their extremely concentrated waste streams, would be unable to generate the revenue to fund these on-farm nutrient reduction projects. Using a trading program, the marketplace can determine the most cost-effective location to reduce nutrients and the environment will receive the same net benefit. While Pennsylvania's nutrient credit trading program rules are unique in their ability to maximize nutrient reduction cost efficiencies by bringing non-point source dischargers into the program, it is important to note that many states are also moving in this same direction, including Ohio, Virginia, Maryland, and many others.
In addition to the municipal wastewater treatment market for credit trading, Bion believes that its ability to certify nutrient credits is applicable to a wide range of other applications whereby regions or watersheds are seeking a least cost means to reduce nutrients that are discharged into the environment. For example, the electric power industry is now being challenged with increasing nitrogen concentrations in their wastewater effluent as they continue to push more of the nitrogen away from their smokestacks. A recent Electric Power Research Institute (EPRI) document acknowledged that as air pollution control devices have advanced in their NOx reduction efficiency, there is a corresponding impact on increased nitrogen in plant effluent that must be managed at the same time.
About Bion: Bion has provided solutions to the agriculture and livestock industry since 1990, with 30 first-generation systems installed through 2003. Bion's next-generation technology results from 18 years of research & development, testing, commercial deployment, and further adaptation to evolving standards and opportunities. In addition to providing proven comprehensive environmental treatment, the system recovers cellulosic biomass from the waste stream to produce renewable energy in a process different and much more efficient than others that seek to exploit this energy source. The technology is scalable, proven and quickly gaining acceptance by regulatory agencies and other stakeholders as an effective solution to the environmental issues associated with concentrated livestock waste. For more information, see Bion's website: www.biontech.com.
This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the word 'potential', 'will', 'proposed' 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.
Contact information: Mark A. Smith Craig Scott President Vice President-Capital Markets/IR 719-256-5329 303-843-6191 direct mas@biontech.com cscott@biontech.com |
EXHIBIT 99.2
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Bion Announces Approval of New Australian Patent for Low Oxygen Organic Waste Bioconversion for Livestock Waste Environmental Treatment
September 25, 2008. New York, New York. Bion Environmental Technologies, Inc. (OTC BB: BNET) announced that notification was received today that its patent application entitled, "Low Oxygen Organic Waste Bioconversion System" has been granted by the Commonwealth of Australia Patent Office and given a Standard Patent number of 2002227224. The official filing date is approved as November 8, 2001 and the patent will be in force until an expiration date of November 8, 2021.
About Bion: Bion has provided solutions to the agriculture and livestock industry since 1990, with 30 first-generation systems installed through 2003. Bion's next-generation technology results from 18 years of research & development, testing, commercial deployment, and further adaptation to evolving standards and opportunities. In addition to providing proven comprehensive environmental treatment, the system recovers cellulosic biomass from the waste stream to produce renewable energy in a process different and much more efficient than others that seek to exploit this energy source. The technology is scalable, proven and quickly gaining acceptance by regulatory agencies and other stakeholders as an effective solution to the environmental issues associated with concentrated livestock waste. For more information, see Bion's website: www.biontech.com.
This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the word 'potential', 'will', 'proposed' 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.
Contact information: Mark A. Smith Craig Scott President Vice President-Capital Markets/IR 719-256-5329 303-843-6191 direct mas@biontech.com cscott@biontech. |