UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
Amendment No. 1
BION ENVIRONMENTAL TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
09061Q 10 9
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(CUSIP Number)
Copy to:
Mark A. Smith Stanley F. Freedman
409 Spruce Street Krys Boyle Freedman & Sawyer, P.C.
Boulder, Colorado 80302 600 17th Street, #2700S
(303) 413-9456 Denver, Colorado 80202
(303) 893-2300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
page 1 of 10
CUSIP No. 09061Q 10 9
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Mark A. Smith
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power 0
Number Of -----------------------------------------------------------
Shares Bene-
ficially 8 Shared Voting Power 0
Owned by Each -----------------------------------------------------------
Reporting
Person With 9 Sole Dispositive Power 630,976
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10 Shared Dispositive Power 6,556,099
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11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,187,075
shares
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 13.6%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 09061Q 10 9
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
LoTayLingKyur Foundation 84-1496894
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6 Citizenship or Place of Organization Colorado
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7 Sole Voting Power 0
Number Of -----------------------------------------------------------
Shares Bene-
ficially 8 Shared Voting Power 0
Owned by Each -----------------------------------------------------------
Reporting
Person With 9 Sole Dispositive Power 2,716,186
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,716,186
shares
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 5.2%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 09061Q 10 9
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Dublin Holdings, Ltd. N/A
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6 Citizenship or Place of Organization Turks Caicos Islands, B.W.I.
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7 Sole Voting Power 0
Number Of -----------------------------------------------------------
Shares Bene-
ficially 8 Shared Voting Power 0
Owned by Each -----------------------------------------------------------
Reporting
Person With 9 Sole Dispositive Power 2,805,653
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,805,653
shares
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 5.3%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 09061Q 10 9
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EXPLANATORY NOTE
This amended Schedule 13D, dated January 15, 2002, relates to the
beneficial ownership of Mark A. Smith, LoTayLingKyur Foundation, and Dublin
Holding, Ltd.
In January 15, 2002, as a result of significant transactions in which
Bion Technologies, Inc. was involved, certain Convertible Notes held by the
Reporting Persons were automatically converted into common stock. In
addition, two of the reporting persons had transactions in the Issuer's common
stock after the transaction. This Amendment reflects these changes, and also
updates other information concerning the beneficial ownership of the Reporting
Persons.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is Common Stock, no par value per share (the "Common Stock"), of Bion
Environmental Technologies, Inc., a Colorado corporation, which has its
principal executive offices at 18 East 50th Street, 10th Floor, New York, New
York 10022 (the "Issuer" or "Bion").
ITEM 2. IDENTITY AND BACKGROUND
The information set forth herein is given with respect to (1) Mark A.
Smith, a U.S. citizen, (2) LoTayLingKyur Foundation, a Colorado non-profit
corporation, and (3) Dublin Holding, Ltd., a Turks & Caicos Islands, B.W.I.
corporation. Mark A. Smith is currently retired, but does occassional legal
and consulting work in connection with investments. LoTayLingKyur Foundation
is a non-profit corporation engaged in promoting religious activities with
emphasis on the Buddhadharma and Shambhala Dharma. Dublin Holding, Ltd. is
engaged in investment activities. The principal business address for Mark A.
Smith and LoTayLingKyur Foundation is 409 Spruce Street, Boulder, Colorado
80302. The principal business address of Dublin Holding, Ltd. is c/o
Amerilawyer, Ltd., Harbour House, P.O. Box 120, Grand Turk, Turks & Caicos
Islands, British West Indies. During the last five years, none of these
persons or any executive officer, director or controlling person of such
person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). In addition, during the last five years,
none of these persons, or any executive officer, director or controlling
person of such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
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CUSIP No. 09061Q 10 9
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Dublin Holding, Ltd. invested in Bion and acquired a portion of notes in
exchange for foregiveness of debt owed to it by LoTayLingKyur, Inc. ("LTLK").
The notes held by IRA's were originally held in the LTLK pension plan and
placed in IRA's as rollover on termination of the plan. LTLK had contributed
notes to pension plan. LTLK had acquired notes for cash, assets and services
over several years through December 1999.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired a portion or the securities of the Issuer
by investment and a portion in connection with the involvement of Mark A.
Smith in the management of the Issuer. From May 1999 until January 31, 2002,
Mark A. Smith served as an officer and director of Bion.
As a result of transactions in which Bion was involved on January 15,
2002, notes held by Dublin Holding, Ltd. and two IRA rollovers held by Mark A.
Smith and his wife were converted into the Issuer's Common Stock. Giving
effect to the conversions and other changes, the Reporting Persons now have
beneficial ownership of shares of Bion's Common Stock as set forth in Item 5
hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The following sets forth the aggregate number and percentage (based
on 52,671,128 shares of Common Stock outstanding as of January 31, 2002) of
shares of Common Stock owned beneficially by Mark A. Smith, LoTayLingKyur
Foundation and Dublin Holding, Ltd. as of January 31, 2002:
Shares of Percentage of Shares
Common Stock of Common Stock
Beneficially Owned Beneficially Owned
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Mark A. Smith 7,187,075 * 13.6%
LoTayLingKyur Foundation 2,716,186 5.2%
Dublin Holding, Ltd. 2,805,653 5.3%
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* Includes 389,672 shares held jointly by Mark A. Smith with his wife; 34,154
shares held directly by Mark A. Smith; 52,400 shares held directly by Kelly
Smith, his wife; 596,822 shares held by Mark A. Smith IRA Rollover; 510,036
shares held by Kelly Smith IRA Rollover; 2,716,186 shares held by
LoTayLingKyur Foundation, which is controlled by Mark Smith; 57,152 shares
held by LoTayLingKyur, Inc., which is owned by Mark A. Smith and his wife; and
2,805,653 shares held by Dublin Holding, Ltd. Also includes 25,000 shares
underlying currently exercisable options held by Mark A. Smith. Mr. Smith
disclaims beneficial ownership of the shares held by Dublin Holding, Ltd.
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CUSIP No. 09061Q 10 9
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(b) All of the shares currently held by the Reporting Persons are
subject to a Voting Agreement with D2 Co., LLC ("D2"), which is owned by David
J. Mitchell. Under the Voting Agreement, D2 has the sole right to vote these
shares except on certain limited matters including the sale of substantially
all of the assets of Bion or a merger of Bion. As a result, the Reporting
Persons are deemed to have no voting power with respect to the shares.
Dublin Holding, Ltd. has sole dispositive power with respect to the
2,805,653 shares held in its name. Mark A. Smith acts as agent for Dublin
Holding, Ltd. for various purposes, but disclaims beneficial ownership of
these shares.
LoTayLingKyur Foundation has sole dispositive power with respect to the
2,716,186 shares held in its name. Mark A. Smith operates this non-profit
corporation and serves as its president and director.
Mark A. Smith holds sole dispositive power with respect to the 630,976
shares held directly and in the Mark A. Smith IRA Rollover. He shares
dispositive power with respect to 6,556,099 shares, which includes the shares
held jointly with his wife; the shares held by his wife; the shares held by
the Kelly Smith IRA Rollover; the shares held by LoTayLingKyur, Inc., which is
owned by Mark A. Smith and his wife; the shares owned by LoTayLingKyur
Foundation which Mark A. Smith operates; and the shares owned by Dublin
Holding, Ltd., of which Mr. Smith disclaims beneficial ownership.
(c) The following transactions in the securities of Bion were effected
in the last 60 days by the persons listed under (a) above:
(i) On January 15, 2002, the principal and accrued interest of
notes held by Dublin Holding, Ltd. aggregating $3,682,944 were converted into
4,910,593 shares of Common Stock at a conversion price of $0.75 per share.
(ii) On January 15, 2002, the principal and accrued interest of
notes held by the Mark A. Smith IRA Rollover aggregating $393,567 were
converted into 524,743 shares of Common Stock at a conversion price of $0.75
per share.
(iii) On January 15, 2002, the principal and accrued interest of
notes held by the Kelly Smith IRA Rollover aggregating $339,870 were converted
into 453,161 shares at a conversion price of $0.75 per share.
(iv) On January 31, 2002, Dublin Holding, Ltd. transferred 335,568
shares held by it to third parties in repayment of certain indebtedness.
(v) On January 31, 2002, Dublin Holding, Ltd. transferred a total
of 3,300,000 shares as charitable donations (including 1,000,000 shares given
to LoTayLingKyur Foundation).
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CUSIP No. 09061Q 10 9
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(vi) On January 31, 2002, LoTayLingKyur Foundation received
1,000,000 shares as a donation from Dublin Holding, Ltd.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Under the terms of a Stock Voting Agreement dated August 1, 2001, with
Mark A. Smith, Kelly Smith LoTayLingKyur, Inc., LoTayLingKyur Foundation and
Dublin Holdings Ltd., granted D2 Co., LLC the right to vote all of the shares
held by the Reporting Persons at all meetings of Bion's shareholders through
December 31, 2005. The voting rights extended to all matters except the
approval of a merger or a sale of all or substantially all of Bion's assets.
The Stock Voting Agreement also places certain restrictions on the sale of the
shares covered by the agreement. As of January 31, 2002, a total of 7,161,075
shares were subject to this agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Exhibit Description
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1 Joint Filing Agreement, dated as of January 30, 2002,
among Mark A. Smith, LoTayLingKyur Foundation and
Dublin Holding, Ltd.
2 Stock Voting Agreement dated August 1, 2002 (1)
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(1) Incorporated by reference to Exhibit 10.9 to the Report on Form 8-K
dated September 6, 2001, filed by Bion Environmental Technologies,
Inc., SEC File No. 0-19333.
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CUSIP No. 09061Q 10 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: Februay 25, 2002 /s/ Mark A. Smith
Mark A. Smith
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 25, 2002 LOTAYLINGKYUR FOUNDATION
By: /s/ Mark A. Smith
Name: Mark A. Smith
Title: President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 25, 2002 DUBLIN HOLDING, LTD.
By: /s/ Mark A. Smith
Name: Mark A. Smith
Title: Authorized Agent
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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CUSIP No. 09061Q 10 9
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JOINT FILING AGREEMENT
In according with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agrees to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto)
with respect to the no par value Common Stock of Bion Environmental
Technologies, Inc. and that this agreement be included as an Exhibit to such
joint filing. This agreement may be executed in any number of counterparts
all of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby executes this agreement this
25th day of February 2002.
/s/ Mark A. Smith
Mark A. Smith
LOTAYLINGKYUR FOUNDATION
By: /s/ Mark A. Smith
Name: Mark A. Smith
Title: President
DUBLIN HOLDING, LLC
By: /s/ Mark A. Smith
Name: Mark A. Smith
Title: Authorized Agent
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