UNITED STATES
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
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(c) Effective November 16, 2010 the Company reached an agreement with
William O'Neill (age 50) pursuant to which he will become Bion's CEO on
January 1, 2011. Mr. O'Neill will also join the Company's Board of Directors
at that date. Prior to joining the Company, Mr. O'Neill served as Vice
President - Business Development of Advanced Brands until its sale during
2010. The 'short-form' agreement (which will be incorporated into a longer,
more formal agreement before calendar year end) is attached hereto as Exhibit
10.1. A press release regarding the hiring of Mr. O'Neill is attached hereto
as Exhibit 99.2. Mr. O'Neill's resume is attached as Exhibit 10.2 hereto.
ITEM 7.01 REGULATION FD DISCLOSURE.
On November 11, 2010, the Company issued a press release regarding the formal ground breaking held November 10, 2010 for its Kreider Phase 1 dairy waste treatment system in Lancaster County, Pennsylvania. The press release has been attached hereto as an Exhibit 99.1 and will also be posted on our websites: www.bionpa.com & www.bionoswegoproject.com.
On November 22, 2010, the Company issued a press release regarding its hiring of Mr. William O'Neill. The press release has been attached hereto as Exhibit 99.2 and will also be posted on our website: www.biontech.com.
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 - Short Form of Agreement with William O'Neill
Exhibit 10.2 - Resume of William O'Neill
Exhibit 99.1 - Press Release dated November 11, 2010 Regarding Commencement of Construction on Pennsylvania Dairy Farm Waste Management System
Exhibit 99.2 - Press Release dated November 22, 2010 Regarding Announcement of New Chief Executive Officer and Director
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: November 22, 2010 By:/s/ Mark A. Smith
Mark A. Smith, President
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EXHIBIT 10.1
From: Bill ONeill [mailto:bill.oneill2@gmail.com]
Sent: Tuesday, November 16, 2010 8:07 AM
To: Mark A Smith
Subject: Re: O'Neill Terms/Agreement
Mark,
It looks good. Let's put together a formal agreement.
Thanks,
Bill
On Mon, Nov 15, 2010 at 11:09 AM, Mark A Smith <mas@biontech.com> wrote:
Bill,
Based on your conversations and meetings with Dom, confirmed during our call this morning, you have agreed:
- to join Bion as its CEO commencing approximately January 1, 2011;
- the term of service shall be 4 years;
- you will serve as Bion's CEO;
- you will also be a member of Bion's Board of Directors;
- your base compensation will be $300,000/year plus medical insurance
allowance/allocation;
- you are being granted options to purchase 750,000 shares of Bion's common
stock with an exercise price of $3.10/share (the market price of Bion's
common stock when we 'shook hands over the phone' this morning) of which:
a - all shall be granted effective immediately; b - 300,000 shall be vested immediately (subject only to pro-rata reduction if you elect to leave Bion or you are terminated for cause), & c - 450,000 of which shall vest in equal quarterly tranches over years 2,3 & 4 of the term.
- no relocation shall be required; &
- when Bion establishes a 'management bonus pool' or similar arrangement, you
will be a participant.
If you agree that the above are the material terms of the agreement, please confirm by email to me.
We will then incorporate these terms in a more formal agreement that will be executed before the end of the year.
Mark
Mark A. Smith
President & General Counsel
Bion Environmental Technologies, Inc.
303-517-5302(cel)/719-256-5329(hm off)/425-984-9702(fax)
The information contained in this communication is confidential, intended only for the use of the recipient named above and may be legally privileged. If the reader of this message is not the intended recipient or person responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. This communication is intended for information purposes only and should not be regarded as an offer to sell or as a solicitation of any kind. Any information set forth may have been obtained from sources which we believe reliable, but we cannot guarantee its accuracy. Email transmission cannot be guaranteed to be secure or error free. Therefore we do not represent that this information is correct or accurate, and it should not be relied upon as such. All information is subject to change without notice.
EXHIBIT 10.2
Bill O'Neill
My twenty year career in the protein industry has focused on commercializing "what's next" for the retail meat case & frozen grocery. Ahead of the conventional wisdom's rush to market, I helped pioneer concepts such as low- fat ground beef, case-ready fresh meat, sourced-verified beef, fully-cooked entrees and private label fully-cooked meat. In each case, we leveraged emerging technologies to give customers a competitive advantage in the marketplace.
History
2001 - 2010 Advance Brands, Edmond, OK - Vice President Business
Development
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* One of four officers who started & built a highly profitable $225 million
fully-cooked protein business in 9 years
* Created the #3 selling brand in cooked frozen poultry & meat - Fast Fixin'
& Fast Classics, based on IRI
* Became the #1 supplier of fully-cooked burgers to the retail channel
* Developed a $40 million private-label business by partnering with premier
retailers like HEB, Walmart, Meijer, Target & Giant Eagle
* Business sold to Oaktree Capital in 2010
2000 - 2001 Quik-to-Fix, Dallas, TX - Vice President Retail
* Created a $30 million private label fully-cooked protein business in
eighteen months by focusing on key retailers like HEB, Publix, Meijer &
Giant Eagle
* Business sold to Smithfield Foods in 2001
1998 - 2000 Flint Hills Foods, Wamego, KS - Vice President Retail
* Created the industry's first fully-cooked protein entrees
* Created a $50 million fully-cooked entree business by marketing Classic
Main Courses to most major U.S. retailers
* Business sold to Hormel in 2000, and became the foundation of their
value-added business segment
1996 - 1998 Koch Industries, Wichita, KS - Director Retail Sales & Marketing
* Collaborated with a team of seven to create and market the industry' first source-verified, guaranteed-tender beef program
* Marketed Clear Creek Ranch . . . Private Stock, to premier retailers & food service operators like Wegmans, HEB, Publix and Sysco
* Business sold to Cargill in 1998
Bill O'Neill
1995 - 1996 Smithfield Packing Co, Smithfield, VA - Director Case Ready Products
* Created a case-ready pork business that delivered freshly cut pork
in modified atmosphere packages to targeted customers like Walmart,
Kroger and Food Lion
* Directed the development of two facilities, and built an organization
comprised of 150 associates
1990 - 1995 Fairbank Farms, Ashville, NY - Executive Vice President, Chief Operating Officer
* Re-organized a commodity-based company destroyed by fire into a value- added manufacturing business
* Developed & marketed the country's first low-fat ground beef in response to McDonald's McLean Deluxe
* Became the first manufacturer to provide attractive nutritional labeling inside the box of fine-grind ground beef
* Created the country's initial case-ready fresh meat program, designed to replicate the European programs driven by Tesco
Education
1977 - 1981 Gettysburg College, Gettysburg PA - Bachelor of Arts,
Economics Major, 3.4GPA
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Hobbies
* Running, Biking & Golfing
* Reading Fiction, Self-Improvement, Biographies
* Cheerleading my wife's triathlon success
EXHIBIT 99.1
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Construction Commences on Pennsylvania Dairy Farm Waste Management System Which Will Produce Cost-Effective, Permanent, Measurable and Verifiable Nutrient Reductions to the Chesapeake Bay
November 11, 2010. New York, New York. Bion Environmental Technologies, Inc. (OTC BB: BNET) on Wednesday, November 10, 2010 held a groundbreaking ceremony to mark the commencement of construction activities for its livestock waste processing technology project at the Kreider Dairy Farm in Manheim, Pennsylvania.
Joining Bion at the ceremony were John Hines, Deputy Secretary of Pennsylvania Department of Environmental Protection, Paul Marchetti, Executive Director of PENNVEST, Russell Redding, Pennsylvania Department of Agriculture, State Sen. Mike Brubaker and Representative Tom Creighton.
"The Bion Farm Waste Treatment System is a shining example of the type of ingenuity and innovation that we need to overcome the significant and unique challenges we face in reducing pollution in the Chesapeake Bay," said Brubaker, who serves as Vice Chairman of the Chesapeake Bay Commission and Chairman of Pennsylvania's delegation to the Commission. "I am grateful that Bion Environmental Technologies and Kreider Farms are leading the way in helping Pennsylvania meet our pollution reduction goals to protect this vital natural resource."
Bion has established a website (www.bionpa.com) to provide the Chesapeake Bay watershed stakeholders and Bion shareholders with a transparent source of the projects' status and, upon completion, the data and results that compose Bion's credit verification plan. The Bion installation will demonstrate the technology's ability to generate real, measurable, permanent and verifiable nutrient reductions from unregulated non-point source livestock facilities such as the Kreider dairy. Bion's approved credit certification plan is unique in that it includes nitrogen credits from the reduction of ammonia emissions. The measurable and verified reductions to both the local watersheds and the Chesapeake Bay drainage basin will demonstrate the overall cost effectiveness of treating livestock waste at the source. Stakeholders and others will be able to post questions and comments that Bion staff will respond to, subject to the limitations imposed by SEC Regulation FD.
About Bion: Bion Environmental Technologies has provided environmental treatment solutions to the agriculture and livestock industry since 1990. Bion's patented next-generation technology provides a unique comprehensive treatment of livestock waste that achieves substantial reductions in nitrogen and phosphorus, ammonia, greenhouse and other gases, as well as pathogens, hormones, herbicides and pesticides. Bion's process simultaneously recovers cellulosic biomass from the waste stream to produce renewable energy.
Bion's technology enables development of large scale livestock facilities in strategic locations that provide greater efficiencies and dramatically reduced transportation costs but were previously impracticable due to their environmental impact. These environmentally-responsible, large scale facilities can be integrated with existing or new food processing and renewable energy production operations to substantially reduce risk and improve the economics of all partners. 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 'expect', '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 |
EXHIBIT 99.2
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Bion Announces New Chief Executive Officer and Director
November 22, 2010. New York, New York. Bion Environmental Technologies, Inc. (OTC BB: BNET) announced today that Bill O'Neill will join Bion's management team as its Chief Executive Officer and a member of Bion's Board of Directors, effective January 1, 2011.
Mr. O'Neill has over 20 years experience in the agriculture and food services industries. Most recently, he served as the VP - Business Development for Advance Brands, a fully-cooked protein business with approximately $225 million in annual sales. Throughout his career, O'Neill has focused on leveraging the latest technologies to the competitive advantages of his customers. His advance recognition of cutting edge methodologies in both manufacturing processes and retailer strategies has provided a primary basis for his successful senior management career.
Mr. O'Neill stated, "Bion's technology is game changing, and will add value to each link in the food chain. It not only changes how food is processed, it affects where the process can take place. American consumers (and others) have made their wishes clear: they are looking for affordable food products that are safer and that are produced with reduced environmental impacts. Bion's technology and its capabilities create a clear advantage in the ability to provide these types of products."
Mark Smith, Bion's president, stated, "We are very pleased to add Bill O'Neill to our core management team. As Bion transitions into a fully- operating, commercial company, Bill's abilities and unique experience will play a critical role in aligning Bion's capabilities with the production, processing and distribution companies that will most benefit from them."
About Bion: Bion Environmental Technologies has provided environmental treatment solutions to the agriculture and livestock industry since 1990. Bion's patented next-generation technology provides a unique comprehensive treatment of livestock waste that achieves substantial reductions in nitrogen and phosphorus, ammonia, greenhouse and other gases, as well as pathogens, hormones, herbicides and pesticides. Bion's process simultaneously recovers cellulosic biomass from the waste stream to produce renewable energy.
Bion's technology enables development of large scale livestock facilities in strategic locations that provide greater efficiencies and dramatically reduced transportation costs that were previously impracticable due to their environmental impact. These environmentally-responsible large scale facilities can be integrated with existing or new food processing and renewable energy production operations to substantially reduce risk and improve the economics of all partners. 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 'expect', '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 |