SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
March 31, 2007
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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
641 Lexington Avenue, 17th Floor, New York, NY 10022
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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
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
A: On March 31, 2007, Bion Environmental Technologies, Inc. (the
"Company") entered into an extension agreement pursuant to which Mark A.
Smith, the Company's President, General Counsel and a Director, agreed to
extend the Term of his services to the Company to December 31, 2007 at an
unchanged salary of $12,500 per month. Additionally, Mr. Smith agreed to
accept $151,645.89 initial principal amount of the Company's 2007 Series A
Convertible Notes ("Series A Notes") in exchange for his deferred compensation
for the period from January 1, 2007 through March 31, 2007 and the Company's
promissory note issued on January 1, 2007 for Mr. Smith's deferred
compensation from April 1, 2006 through December 31, 2006. The Series A Notes
are convertible into the Company's common stock at a price of $4.00 per share
(subject to adjustments set forth therein). The Company granted Mr. Smith
100,000 options to purchase its common stock at the price of $4.25 per share
through December 31, 2011 which options vest during the term of the extension.
B: On March 31, 2007 Salvatore Zizza, Chairman and a Director of Bion's
operating subsidiary, Bion Dairy Corporation, and Bright Capital, Ltd.
("Brightcap"), which provides the consulting services of Dominic Bassani to
the Bion companies, agreed to accept $379,389.04 and $455,486.30 initial
principal amounts, respectively, of the Company's Series A Notes in exchange
for their respective deferred compensation for the period from January 1, 2007
through March 31, 2007 and the Company's promissory notes issued on January 1,
2007 for their respective deferred compensation owed by Bion on December 31,
2006.
C: On March 31, 2007 the Company issued 151,908 shares of its restricted
common stock to D2 Deferred Compensation Trust ("D2 Trust") in conversion of
the Company's $598,867 obligation (principal and accrued interest) to the D2
Trust at a price of $4.00 per share per the terms of existing agreements. The
D2 Trust is 50% beneficially owned by David Mitchell, former CEO of the
Company, and 50% owned by Bright Capital, Ltd. ("Brightcap"), which provides
the Company with the consulting services of Dominic Bassani, former general
manager of Bion Dairy Corporation. The trustee of the D2 Trust has informed
Bion that the D2 Trust will partially liquidate and deliver to Mr. Mitchell
his share of the D2 Trust so that Brightcap will be the sole remaining
beneficiary of the D2 Trust.
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 Extension Agreement dated March 31, 2007 between the Company and
Mark A. Smith. Filed electronically herewith.
10.2 Note dated March 31, 2007 in the amount of $151,645.89 in favor
of Mark A. Smith. Filed electronically herewith.
10.3 Note dated March 31, 2007 in the amount of $379,389.04 in favor
of Salvatore Zizza. Filed electronically herewith.
10.4 Note dated March 31, 2007 in the amount of $455.486.30 in favor
of Bright Capital, Ltd. Filed electronically herewith.
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: April 3, 2007 By: /s/ Mark A. Smith
Mark A. Smith, President