SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 20, 2003
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(Date of earliest event reported)
Bion Environmental Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter
Colorado 001-31437 84-1176672
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
18 East 50th Street, 10th Floor, New York, NY 10022
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(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (212) 758-6622
ITEM 5. OTHER EVENTS
OFFICE ADDRESS/OFFICE CLOSING
Effective January 1, 2004 the Company (including all of its subsidiaries)
is closing its office in New York City. The Company's main corporate office
will be located at the home address of the Company's president, Mark A. Smith,
at 1775 Summitview Way, PO Box 566, Crestone, Colorado 81131. All employees
and consultants to the Company (including its subsidiaries) will work from
their homes or private business offices. Telephone messages will be taken at
212-758-6622 and mail addressed to the former New York City office will be
forwarded to a mail drop at P.O. Box 323, Old Bethpage, N.Y. 11804 to be
sorted by our former office manager. The Company, which reentered the
development stage over the past 24 months, is no longer engaged in any
business activities in New York.
AMENDMENT TO BION DAIRY CORPORATION ('DAIRY') DOCUMENTS
Effective on December 20, 2003, Dairy, the Company and a majority in
principal of the holders of Dairy's Series A Convertible Notes ('Notes'), who
included Chris-Dan LLC ($600,000), an affiliate of Dominic Bassani, the
General Manager of Dairy, Mark A. Smith ($65,000), president of Dairy, the
Company, and each of our subsidiaries, Centerpoint Corporation ($400,000), and
Anthony Orphanos ($150,000), amended the terms of the Notes (and the other
documents related thereto) as set forth at Exhibit 10.1 hereto. See Exhibit
10.1 to our Current Report on Form 8-K dated August 25, 2003 for the form of
the original documents that were amended.
FORM 15
The Company intends to file a Form 15 with the Securities & Exchange
Commission to terminate its reporting obligations under the Securities
Exchange Act of 1934 because we have fewer than 500 shareholders of record and
we have had less than $10,000,000 of assets for the last three years.
CENTERPOINT CORPORATION
Our majority-owned subsidiary Centerpoint Corporation intends to take
steps to facilitate delivery of the 1,900,000 shares of our restricted common
stock that it owns ("Bion Shares") to its shareholders of record on December
31, 2003(including the Company) during the 2004 calendar year. However, there
is no assurance such delivery will take place. If appropriate, Centerpoint
will escrow the Bion Shares for the benefit of its shareholders of record as
of December 31, 2003 pending such delivery.
TEXAS INSTALLATION
During late November/early December 2003 we installed and began operating
additional aeration units and additional screening units at the second
generation Bion Nutrient Management System ("NMS") on the Devries Dairy in
Texas (which milks approximately 1150 cows). Initial start-up occurred during
July 2003, the biology of this installation began to mature in the early fall
of 2003 and the installation has now been modified to optimize performance.
The purpose of this installation is to demonstrate the capacity of our second
2
generation NMS to remove nutrients (primarily nitrogen and phosphorus) from
the waste stream. Verifiable results are anticipated during the first calendar
quarter of 2004. We consider the success of this system at the Devries Dairy
in Texas to be extremely important in demonstrating the effectiveness of the
Bion NMS and essential for the Company's survival and success.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following documents are filed as exhibits to this Form 8-K:
Exhibit No. Description
10.1 Amendment (dated December 20,2003) to
the Bion Dairy Notes and related documents
SIGNATURES
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: December 29, 2003 By: /s/ Mark A. Smith
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Mark A. Smith, President
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