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 January 12, 2009, effective January 11, 2009, the Company executed an agreement with Bright Capital, Ltd. ('BC') and Dominic Bassani ('DB'), Vice President-Strategic Planning and Special Projects of our Bion Integrated Projects, Inc. subsidiary, pursuant to which the Company granted DB a bonus of $125,000 payable in the form of a)1,000,000 warrants to purchase the Company's restricted stock at a price of $.75 per share until December 31, 2018 ($100,000), and b) extension of the expiration date of outstanding warrants previously issued to BC/DB (now held by their donees) to December 31, 2018 ($25,000). Additionally, BC received an option to convert its accrued deferred compensation as of December 31, 2008 ($175,000) to the Company's restricted common stock at a price of $.75 per share. Further, BC/DB extended the maturity date of the $50,000 (initial principal) promissory note issued by the Company during the fall of 2008 to June 30, 2009 and such note was made convertible at a price of $.75 per share.
On January 12, 2009, the Company executed an agreement with Mark A.
Smith ('MAS'), the Company's President and General Counsel, pursuant to
which the Company granted MAS a bonus of $37,500 payable in the form of
a)300,000 warrants to purchase the Company's restricted stock at a price of
$.75 per share until December 31, 2018 ($30,000), and b) extension of the
expiration date of outstanding warrants previously issued to MAS (now held by
his donees) to December 31, 2018 ($7,500). Additionally, MAS converted his
accrued deferred compensation as of December 31, 2008 ($66,076) to the
Company's restricted common stock at a price of $.75 per share. Further, MAS
agreed to convert his entire calendar year 2009 base compensation ($150,000)
to the Company's restricted common stock at a price of $.75 per share.
On January 13, 2009, the Company and Mr. Anthony Orphanos, a 10% or more owner of the Company, agreed to extend the maturity date of the $65,000 (initial principal) promissory note issued during the fall of 2008 to June 30, 2009 in consideration of Bion making such note convertible to the Company's restricted common stock at a price of $.75 per share and issuance to Mr. Orphanos of a warrant to purchase 15,000 shares of the Company's common stock at the price of $.75 per share until December 31, 2018.
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
10.1 Agreement between Bright Capital, Ltd. and Dominic Bassani and Bion effective January 11, 2009.
10.2 Agreement between Mark A. Smith and Bion effective January 12, 2009.
10.3 Orphanos Extension Agreement dated January 13, 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: January 14, 2009 By: /s/ Mark A Smith
Mark A. Smith, President
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EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT is made effective January 12, 2009 by, between and among Bion Environmental Technologies, Inc. ('Bion') (collectively Bion, together with the other subsidiaries of Bion, are sometimes referred to as the 'Bion Companies') and Bright Capital, Ltd. ('BC') and Dominic Bassani ('DB').
WHEREAS BC has provided the services of DB to the Bion Companies since 2000 and most recently pursuant to the agreement of March 2005 ('Existing Agreement');
AND WHEREAS Bion wishes to reward DB for his stellar long term services to the Bion Companies (in the absence of cash compensation to date) upon the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Bion Companies, BC and DB do hereby agree as set forth below upon the terms and conditions set forth in the following paragraphs:
1) Pursuant to the Existing Agreement, DB had previously been assigned the additional specific responsibilities of managing the negotiations related to the regulatory policy modifications, contracts, and financing for initial nutrient trading projects in PA and potentially other states as well as seeking potential project partners for Bion's Bion Services Group, Inc. subsidiary in addition to his existing duties. BC will continue to provide the services of DB to the Bion Companies with these expanded responsibilities to be incorporated into a new services agreement and further agrees that if such agreement is not complete by expiration date it will continue to provide these expanded services past the expiration of the Existing Agreement under the same terms for up to six months;
2) Compensation:
a) Compensation from the Bion Companies to BC for the services of DB provided by BC shall continue as set forth in the Existing Agreement;
b) PROVIDED, HOWEVER, that upon consummation of the next financing received by the Bion Companies in excess of $1,000,000 (net), BC shall no longer defer payment of such compensation but, rather, the Bion Companies will commence paying the monthly compensation to BC in cash;
3) Bion hereby grants to DB, as a bonus of $125,000 for stellar long- term services for eight years to date ('Bonus'), which Bonus shall be in the form of:
a) A Warrant to purchase 1,000,000 shares of Bion's restricted
common stock at a price of $.75 per share until December 31, 2018 per share.
The Warrant shall be immediately vested (representing $100,000 of the Bonus):
and
b) The extension of all the warrants to purchase Bion common stock previously issued to either DB or BC, now held by their donees, to December 31, 2018 (which extension represents $25,000 of the Bonus).
4) As of the effective date of this Agreement, BC shall have the option to convert its deferred compensation from Bion due on December 31, 2008 of $175,000 to 233,334 shares of Bion's restricted common stock at a price of $.75 per share ('Option'), which Option shall be exercisable until December 31, 2009.
5) DB's outstanding promissory note issued in the Fall of 2008 ($50,000 initial principal) shall have its maturity date extended to June 30, 2009 and shall be convertible into Bion's restricted common stock at a price of $.75 per share, in whole or part, at the election of BC, any time before such note has been repaid by Bion.
6) Miscellaneous:
a) This agreement shall be binding upon and shall inure to the benefit of the 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, without 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 /s/ Dominic Bassani Dominic Bassani Bright Capital, Ltd. By: /s/ Dominic Bassani President |
EXHIBIT 10.2
AGREEMENT
THIS AGREEMENT is made effective January 12, 2009 by, between and among Bion Environmental Technologies, Inc. ('Bion') (collectively Bion, together with the other subsidiaries of Bion, are sometimes referred to as the 'Bion Companies') and Mark A. Smith ('MAS')).
WHEREAS MAS has provided the services to the Bion Companies continually since 2003 (and for most periods since 1992) and most recently pursuant to the agreement of May 2008 ('Existing Agreement');
AND WHEREAS Bion wishes to reward MAS for his loyalty and stellar long term services to the Bion Companies (without receipt of cash compensation to date) upon the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Bion Companies and MAS do hereby agree as set forth below upon the terms and conditions set forth in the following paragraphs:
1) Pursuant to the Existing Agreement, MAS shall continue to hold the positions of Director, President and General Counsel of Bion and each of its subsidiaries
2) Bion hereby grants to MAS, as a bonus for stellar long term services to date, a $37,500 bonus ('Bonus') which Bonus shall be in the form of: a) a Warrant to purchase 300,000 shares of Bion's restricted common stock at a price of $.75 per share until December 31, 2018 ('Warrant') which Warrant is valued at $30,000 ($.10 per share). The Warrant shall be immediately vested, and b) the extension of all warrants previously issued to MAS (now held by his donees) to December 31, 2018 (which extension is valued at $7,500).
3) a) As of the effective date of this Agreement, MAS shall convert
its deferred compensation from Bion due on December 31, 2008 of $66,076 to
88,102 shares of Bion's restricted common stock at a price of $.75 per share;
b) As of the effective date of this Agreement, MAS shall accept 'pre-payment'
of his base compensation of $150,000 for the 2009 calendar year in the form
of 200,000 shares of Bion's restricted common stock at a price of $.75 per
share; c) with Bion making the appropriate withholding payments related to
these items on or before June 30, 2009.
4) Miscellaneous:
a. This Agreement shall be binding upon and shall inure to the benefit of the 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 Colorado 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 Colorado shall be applicable and shall govern to the exclusion of the law of any other forum, without 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 /s/ Mark A. Smith Mark A. Smith |
EXHIBIT 10.3
From: Tony Orphanos [mailto:torphanos@gmail.com]
Sent: Tuesday, January 13, 2009 3:29 PM
To: Mark A. Smith
Subject: Orphanos: Promissory Note extension
Mark
I agree to the terms as outlined by your proposal below.
Tony Orphanos
On 1/13/09, Mark A. Smith <mas1@ctelco.net> wrote: Anthony Orphanos,
It was good speaking with you this morning. This email will confirm (when you write back 'agreed') that you have agreed to extend the maturity note of the Bion promissory note issued to you during the fall of 2008 to June 30, 2009 in consideration of: a) Bion making the promissory note convertible into its restricted common stock at a price of $.75 per share, in whole or in part, at your election, at any date prior to repayment by Bion, & b) issuance to you of a warrant to purchase 15,000 shares of Bion common stock at a price of $.75 per share until 12/31/18.
Please confirm your agreement by an email reply.
Yours,
Mark A Smith, President
Mark A. Smith
303-517-5302(cel)/719-256-5329(off)
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