SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
AMENDMENT NO. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required] FOR THE FISCAL YEAR ENDED June 30, 2000 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required] OR THE TRANSITION PERIOD FROM
__________ TO __________
Commission file number: 0-19333
Bion Environmental Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1176672
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
18 E. 50th Street, 10th Floor
New York, NY 10022
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(Address of principal (Zip Code)
Executive offices)
(212) 758-6622
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(Registrant's telephone number, including area code)
7921 Southpark Plaza, Suite 200, Littleton, CO 80120
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(Former address if changed since last report)
Securities registered under Section 12(b) and/or 12(g) of the Exchange Act:
Common Stock, no par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB. [ X ]
The aggregate market value as of September 18, 2000 of voting stock held by
non-affiliates of the Registrant was $15,729,454 based upon the average of the
closing bid and asked prices on the Over-the-Counter Electronic Bulletin Board
exchange as of that date.
As of September 18, 2000, 13,035,899 shares of Registrant's Common Stock, no
par value, were issued and outstanding.
PART II
ITEM 5. MARKET FOR BION ENVIRONMENTAL TECHNOLOGIES, INC.
COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market Information
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During the past two years, we have had only limited volumes of trading in
our Common Stock in the over-the-counter market, and there is no assurance
that such trading will expand or even continue.
At present, our Common Stock trades under the symbol "BION" on the OTC
Bulletin Board. The following quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not represent actual
transactions.
Quarter Ended High Bid Low Bid
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September 30, 1998 $4.25 $3.13
December 31, 1998 $4.38 $2.63
March 31, 1999 $3.63 $1.25
June 30, 1999 $2.31 $1.75
September 30, 1999 $1.81 $1.44
December 31, 1999 $3.44 $1.81
March 31, 2000 $4.09 $2.31
June 30, 2000 $2.75 $1.81
On September 18, 2000, the closing bid and asked prices of the Common
Stock were $2.125 and $2.187, respectively.
Holders
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The number of holders of record of our Common Stock at September 18, 2000
was approximately 1,500.
The transfer agent for our Common Stock is Corporate Stock Transfer,
Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.
Dividends
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We have never paid any cash dividends on our Common Stock. The Board of
Directors does not intend to declare any cash or other dividends in the
foreseeable future, but instead intends to retain earnings, if any, for use in
our business operations. We declared a stock/warrant dividend on May 21, 1999
for record holders on May 30, 1999. See Footnote 7 to the June 30, 2000,
Financial Statements. The payment of dividends, if any, in the future is
within the discretion of the Board of Directors and will depend on our future
earnings, if any, our capital requirements and financial condition, and other
relevant factors.
2
Recent Sale of Unregistered Securities
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The following securities were sold in the three-month period ended June
30, 2000 without registration under the Securities Act of 1933, as amended:
Warrants
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We sold 293,450 J-1 Warrants at $.05 per warrant to purchase restricted
and legended Common Stock at $2.375 per share in our private placement of
convertible bridge notes to accredited investors. The warrants are
exercisable from March 31, 2000, to December 31, 2004. We received $14,673 in
cash for use in operations for these warrants. See Exhibits 10.1 and 10.3 to
our Form 8-K dated April 13, 2000. These J-1 Warrants were sold to the
following persons:
Name Number of Warrants
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D2 Co., LLC 30,000
Kirsch, Jodi 97,500
Morgan Taylor & Associates, Inc. 112,500
Posner, Stephen J. 11,700
R.G. Securities, LLC 20,250
Salomon Grey Financial, Inc. 2,250
Slavney, David 10,250
Westport Resources Investment
Services, Inc. 9,000
The securities issued pursuant to the transaction set forth above were
issued in reliance upon the exemptions from registration afforded by Section
4(2) of the Securities Act of 1933, as amended. Each of the persons to whom
such securities were issued made an informed investment decision and was
provided with appropriate offering documents and access to material
information. We believe that such persons had knowledge and experience in
financial and business matters such that they were capable of evaluating the
merits and risks of the acquisition of our securities in connection with this
transaction. All certificates bear an appropriate legend restricting the
transfer of such shares. Transfer instructions have been provided to our
transfer agent in accordance therewith.
We issued a total of 65,000 J-2 Warrants to purchase restricted and
legended Common Stock at $2.375 per share to David Slavney and David Rogers
for investor relations consulting services. The warrants are exercisable from
March 31, 2000, to December 31, 2004. The value attributed to the warrants
represents the fair market value of the services provided.
3
The securities issued pursuant to the transaction set forth above were
issued in reliance upon the exemptions from registration afforded by Section
4(2) of the Securities Act of 1933, as amended. Each of the persons to whom
such securities were issued made an informed investment decision and was
provided with appropriate offering documents and access to material
information. We believe that such persons had knowledge and experience in
financial and business matters such that they were capable of evaluating the
merits and risks of the acquisition of our securities in connection with this
transaction. All certificates bear an appropriate legend restricting the
transfer of such shares. Transfer instructions have been provided to our
transfer agent in accordance therewith.
Common Stock
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We issued 40,000 shares of restricted and legended Common Stock to Krys
Boyle Freedman & Sawyer, P.C., a law firm, in exchange for the cancellation of
a long-term obligation of $94,183. We also issued 12,251 shares to Alexander
Morton for sales and legislative lobbying consulting services valued at
$22,052. The value attributed to the Common Stock represented the fair market
value of the service provided.
The securities issued pursuant to the transaction set forth above were
issued in reliance upon the exemptions from registration afforded by Section
4(2) of the Securities Act of 1933, as amended. Each of the persons to whom
such securities were issued made an informed investment decision and was
provided with appropriate offering documents and access to material
information. We believe that such persons had knowledge and experience in
financial and business matters such that they were capable of evaluating the
merits and risks of the acquisition of our securities in connection with this
transaction. All certificates bear an appropriate legend restricting the
transfer of such shares. Transfer instructions have been provided to our
transfer agent in accordance therewith.
Convertible Notes
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We added $425,848 of long-term convertible bridge debt and interest
during the three-month period of April 1, 2000, to June 30, 2000. See our
Form 8-K dated April 13, 2000.
We added $105,608 of interest to the convertible notes listed in Note 4
of Notes to Consolidated Financial Statements in our 10-KSB/A dated June 30,
1999.
The securities that may be issued pursuant to the transactions set forth
above will be issued in reliance upon the exemption from registration afforded
by Sections 3(a)(9) of the Securities Act of 1933, as amended.
4
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, we have caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
Date: April 3, 2001 By: /s/ Jon Northrop
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Jon Northrop
Executive Vice President