As Filed With the Securities and Exchange Commission on October 16, 2009
Registration Statement No. __________
_____________________________________________________________________________
UNITED STATES
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)
Box 566/1774 Summitview Way, Crestone, Colorado 81131
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(Address of Principal Executive Offices) (Zip Code)
BION ENVIRONMENTAL TECHNOLOGIES, INC.
2006 CONSOLIDATED INCENTIVE PLAN
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(Full title of plan)
Mark A. Smith, President
Bion Environmental Technologies, Inc.
Box 566/1774 Summitview Way, Crestone, Colorado 81131
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(Name and address of agent for service)
(212) 758-6622
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(Telephone number, including area code, for agent of service)
Copy to:
Jon D. Sawyer, Esq.
Jin, Schauer & Saad LLC
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202
(720) 889-2211
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
be Registered Registered(1) Per Share Price Fee
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Common Stock, 1,800,000 $2.65 (2) $4,770,000 (2) $266.17
No Par Value -------
Total $266.17
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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 4,200,000 shares has
previously 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 October 15, 2009, of $2.65.
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, and on June 18, 2008, an amendment was filed
increasing the number of shares being registered to 4,200,000.
Pursuant to General Instruction E of Form S-8, this registration statement is
filed solely to register an additional 1,800,000 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 November 14,
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 Jin, Schauer &
Saad LLC regarding legality Filed herewith electronically
23.1 Consent of GHP Horwath, P.C. Filed herewith electronically
23.2 Consent of Jin, Schauer & (Contained in Exhibit 5.1)
Saad LLC
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Crestone and State of Colorado on
the 16th day of October 2009.
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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SIGNATURE TITLE DATE
/s/ Mark A. Smith President, General Counsel, October 16, 2009
Mark A. Smith Interim Chief Financial
Officer and Director
/s/ Jon Northrop Secretary and Director October 16, 2009
Jon Northrop