As Filed With the Securities and Exchange Commission on June 18, 2008
Registration Statement No. __________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT of 1933
BION ENVIRONMENTAL TECHNOLOGIES, INC.
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(Exact Name of Registrant in its Charter)
Colorado 84-1176672
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
641 Lexington Ave., 17th Floor, New York, New York 10022
(212) 758-6622
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(Address and telephone number of principal executive
offices and principal place of business)
BION ENVIRONMENTAL TECHNOLOGIES, INC.
2006 CONSOLIDATED INCENTIVE PLAN
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(Full title of plan)
Mark A. Smith, President
Bion Environmental Technologies, Inc.
641 Lexington Ave., 17th Floor, New York, NY 10022
(212) 758-6622
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(Name, address and telephone number of agent for service)
Copy to:
Russell K Bean, Esq.
Krys Boyle, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202
(303) 893-2300
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Class of Offering Aggregate Amount of
Securities to be Amount to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
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Common Stock, 1,000,000 $ 2.06(2) $2,060,000(2) $ 80.96
No Par Value ---------
Total $ 80.96
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(1) Represents increase in the total number of shares reserved for issuance
under the 2006 Consolidated Incentive Plan. A total of 3,200,000 shares has
been registered under a registration statement on Form S-8 (File No. 333-
145153) with respect to the 2006 Consolidated Incentive Plan.
(2) Based on the closing price of Registrant's Common Stock on the OTC
Bulletin Board on June 16, 2008, of $2.06.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
The registrant, Bion Environmental Technologies, Inc., previously filed
a registration statement on Form S-8 with the Securities and Exchange
Commission (Sec File No. 333-145153) in connection with the registration of
an aggregate of 3,200,000 shares of common stock to be issued under the 2006
Consolidated Incentive Plan.
Pursuant to General Instruction E of Form S-8, this registration
statement is filed solely to register an additional 1,000,000 shares of the
Company's common stock for issuance under the 2006 Consolidated Incentive
Plan. This increase was approved by the registrant's Board of Directors on
May 31, 2008. Pursuant to Instruction E, the contents of the previously
filed registration statement on form S-8 (File No. 333-145153) are hereby
incorporated by reference into this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Description Location
------- ----------- ---------
5.1 Opinion of Krys Boyle, P.C.
regarding legality Filed herewith electronically.
23.1 Consent of GHP Horwath, P.C. Filed herewith electronically.
23.2 Consent of Krys Boyle, P.C. (Contained in Exhibit 5.1)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Small
Business Issuer certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 17th day of June, 2008.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By:/s/ Mark A. Smith
Mark A. Smith, President (Chief
Executive Officer) and Interim Chief
Financial Officer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Mark A. Smith Director June 17, 2008
Mark A. Smith
/s/ Jere Northrop Director June 17, 2008
Jere Northrop
/s/ Jon Northrop Director June 17, 2008
Jon Northrop