S-8 1 bions8.txt BION ENVIRONMENTAL S-8 2006 CONSOL INCENTIVE PLAN 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. ----------------------------------------- (Exact Name of Registrant in its Charter) Colorado 84-1176672 ------------------------------- ------------------------------------ (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 -------------------------------------------------------- (Address and telephone number of principal executive offices and principal place of business) BION ENVIRONMENTAL TECHNOLOGIES, INC. 2006 CONSOLIDATED INCENTIVE PLAN ------------------------------------- (Full title of plan) Mark A. Smith, President Bion Environmental Technologies, Inc. 641 Lexington Ave., 17th Floor, New York, NY 10022 (212) 758-6622 --------------------------------------------------------- (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 ---------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------- Common Stock, 1,000,000 $ 2.06(2) $2,060,000(2) $ 80.96 No Par Value --------- Total $ 80.96 ---------------------------------------------------------------------------- (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 --------- ----- ---- /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