UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CENTERPOINT CORPORATION
(Formerly Named "Moto Guzzi Corporation")
----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------------------------
(Title of Class of Securities)
649819 10 5
----------------------------------------------------------------------------
(CUSIP Number)
Copy to:
David J. Mitchell Stanley F. Freedman
Bion Environmental Technologies, Inc. Krys Boyle Freedman & Sawyer, P.C.
18 East 50th Street, 10th Floor 600 17th Street, #2700S
New York, NY 10022 Denver, Colorado 80202
(212) 758-6622 (303) 893-2300
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2002
-------------------------------------------------------
(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 6
CUSIP No. 649819 10 5
----------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Bion Environmental Technologies, Inc. 84-1176672
----------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
------------------------------------------------------------------
(b)
------------------------------------------------------------------
-----------------------------------------------------------------------------
3 SEC Use Only
-----------------------------------------------------------------------------
4 Source of Funds (See Instructions) AF
-----------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-----------------------------------------------------------------------------
6 Citizenship or Place of Organization Colorado
-----------------------------------------------------------------------------
7 Sole Voting Power 4,459,997
Number Of -----------------------------------------------------------
Shares Bene-
ficially 8 Shared Voting Power 0
Owned by Each -----------------------------------------------------------
Reporting
Person With 9 Sole Dispositive Power 4,459,997
-----------------------------------------------------------
10 Shared Dispositive Power 0
-----------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 4,459,997
-----------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-----------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 63.7%
-----------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
page 2 of 6
CUSIP No. 649819 10 5
----------------------------------------------------------------------------
INTRODUCTORY NOTE
On January 15, 2002, Bion Environmental Technologies, Inc. ("Bion")
acquired 3,459,997 shares of the common stock of Centerpoint Corporation from
OAM S.p.A. as part of a transaction in which Bion also sold 19,000,000 shares
of its common stock to Centerpoint Corporation. This amendment is being filed
as a result of the acquisition of a warrant to purchase 1,000,000 shares by
Bion on March 14, 2002.
ITEM 1. SECURITY AND ISSUER
The title and class of equity securities to which this amended
Schedule 13D relates is the Common stock of Centerpoint Corporation (formerly
named "Moto Guzzi Corporation") ("Centerpoint"). The principal executive
offices of Centerpoint are now located at 18 East 50th Street, 10th Floor, New
York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
(a, b, c and f) This amended Schedule 13D is being filed by Bion
Environmental Technologies, Inc. ("Bion"); its principal business address and
its principal office address is 18 East 50th Street, 10th Floor, New York, New
York 10022. Bion is a publicly-held company that has developed proprietary
technology that converts livestock waste into nutrient-rich soil and
fertilizer products. Bion is a Colorado corporation.
The directors and executive officers of Bion are as follows:
Name Position(s)
---- -----------
David J. Mitchell Chairman, Chief Executive Officer,
President and Director
Jere Northrop Senior Technology Director and Director
Salvatore J. Zizza Secretary and Director
Andrew G. Gould Director
Howard Chase Director
David Fuller Principal Accounting Officer
(d and e) Neither Bion nor, to the best knowledge of Bion, any of the
directors or executive officers listed above have, during the past five years,
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) been 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 of such laws.
page 3 of 6
CUSIP No. 649819 10 5
----------------------------------------------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 15, 2002, Bion purchased 3,459,997 shares of Centerpoint's
common stock from OAM, S.p.A., an Italian corporation ("OAM"). The
consideration for the shares consisted of the following:
(i) 1,000,000 shares of common stock;
(ii) a warrant to purchase 1,000,000 shares of common stock of Bion;
(iii) $3,700,000 in cash;
(iv) Assignment of 100% of $4.2 million principal and all accrued and
unpaid interest, represented by a note dated June 13, 2001, by Trident Rowan
Group in favor of Centerpoint;
(v) Assignment of 65% of a certain litigation claim of Centerpoint
against Banca di Intermediazione Mobiliare IMI S.p.A., an Italian corporation;
(vi) Assignment of 65% of the right of OAM, to an escrow account
pursuant to the Escrow Agreement by and between OAM, Banca di Intermediazione
Mobiliare IMI S.p.A. and Aprillia, S.p.A., an Italian corporation; and
(vii) Release of the shares of Centerpoint being sold by OAM from that
certain Pledge Agreement dated June 13, 2001, by and between OAM and
Centerpoint.
The cash used for the purchase came from $8,500,000 in cash received from
Centerpoint on January 15, 2002, in connection with Centerpoint's purchase of
19,000,000 shares of Bion common stock. Except for the 1,000,000 shares of
Bion common stock and the warrants to purchase 1,000,000 shares of Bion common
stock, each of the other items of consideration were received from Centerpoint
in connection with its purchase. Bion also agreed to register the 1,000,000
shares of Bion common stock issuable under the warrants delivered to OAM,
under the Securities Act of 1933, as amended, for resale by OAM.
On March 14, 2002, Bion entered into an agreement with Centerpoint to
provide management services and office space to Centerpoint in exchange for
$12,000 per month and a warrant to purchase 1,000,000 of Centerpoint's common
stock at $3.00 per share through March 14, 2007.
page 4 of 6
CUSIP No. 649819 10 5
----------------------------------------------------------------------------
ITEM 4. PURPOSE OF TRANSACTION
Bion acquired the 3,459,997 shares of common stock of Centerpoint as part
of a transaction in which Centerpoint acquired 19,000,000 shares of Bion's
common stock for $8,500,000 and certain other consideration, and then Bion
used $3,700,000 of the cash and all of the other consideration received to
purchase a 57.7% interest in Centerpoint from OAM. By doing so, Bion received
net cash of $4,800,000 for use in retiring certain debt and for its
operations. Bion also took over the control and management of Centerpoint.
Bion acquired the warrant to purchase 1,000,000 shares of Centerpoint
common stock as part of the consideration it received in connection with an
agreement with Centerpoint to provide management services and office space.
(a) None.
(b) None.
(c) None.
(d) In connection with the January 15, 2002 transaction with OAM,
all but one of the Directors of Centerpoint resigned and all of the Officers
of Centerpoint resigned. The remaining Director of Centerpoint is David J.
Mitchell. David J. Mitchell, who is also President and a Director of Bion,
became President of Centerpoint. David Fuller, the Principal Accounting
Officer of Bion, became Principal Accounting Officer of Centerpoint.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Bion is the beneficial owner of
4,459,997 shares of Common stock of Centerpoint representing 63.7% of the
Common stock of Centerpoint.
(b) Bion has sole voting and investment power with respect to the
shares of Centerpoint common stock of which it has beneficial ownership.
page 5 of 6
CUSIP No. 649819 10 5
----------------------------------------------------------------------------
(c) No other transactions in Centerpoint's common stock were
effected by Bion during the past sixty (60) days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the purchase of 3,459,997 shares of Centerpoint common
stock from OAM, Bion entered into a Stock Purchase Agreement with OAM which is
filed herewith as Exhibit 10.1. The material terms of the Stock Purchase
Agreement are described in Item 3 hereof.
In connection with the acquisition of the warrant to purchase 1,000,000
shares of Centerpoint common stock, Bion entered into an agreement dated March
14, 2002 with Centerpoint concerning management services to be provided by
Bion. The agreement is filed herewith as Exhibit 10.4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
10.1 Stock Purchase Agreement dated January 10,2002, between
OAM, S.p.A. and Bion Environmental Technologies, Inc. (1)
10.2 Subscription Agreement dated January 10, 2002, between Bion
Environmental Technologies, Inc. and Centerpoint Corporation (1)
10.3 Warrant to Purchase 1,000,000 shares of Centerpoint
Corporation issued to Bion Environmental Technologies, Inc. (2)
10.4 Agreement dated March 14, 2002 between Centerpoint Corporation
and Bion Environmental Technologies, Inc. (2)
_____________________
(1) Previously filed.
(2) Filed herewith electronically.
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: July 11, 2002 BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ David J. Mitchell
David J. Mitchell, President
page 6 of 6