UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 5, 2003 N-VIRO INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 0-21802 34-1741211 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NO.) OF INCORPORATION) 3450 W. CENTRAL AVENUE, SUITE 328 TOLEDO, OHIO 43606 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 535-6374 ITEM 5. OTHER EVENTS N-Viro International Corporation (the "Company") announced today the 2003 Annual Stockholders Meeting will be held on November 13, 2003, as approved by the Board of Directors at a meeting on July 1, 2003. This is the second delay in the date of the annual meeting approved by the Board. The November 13, 2003 date is approximately 186 days later than the 2003 meeting date referenced in the Company's 2002 Notice of Annual Meeting and Proxy Statement dated April 5, 2002, and approximately 91 days later than August 14, 2003, the date announced on March 19, 2003. The reasons cited by the Board for delaying the annual meeting include the following: (1) the Company is planning on amending its 1998 Stock Option Plan, which expired in May of 2003, and additional time is necessary to finalize the form of the amendment prior to submitting it to shareholders for approval; (2) the Company's directors are planning an amendment to the Company's Certificate of Incorporation and By-Laws to change the number of directors on its Board, and, any actions approved by the Board with respect to amending the Company's Certificate of Incorporation would need to be approved by the shareholders at the annual meeting in order to be effective; and (3) the Company believes that by delaying the annual meeting it will realize cost savings through an enhanced ability to rely upon internal resources to prepare and administer the proxy documents and other public filings, as compared to solely relying on outside legal counsel to prepare such items. As such, the Board of Directors advises that it has not extended the effective dates for shareholder proposals intended for inclusion in the Company's proxy materials for the 2003 Annual Meeting. Unless the Company had been given written notice by May 26, 2003 of a shareholder proposal to be presented at the 2003 Annual Meeting other than by means of inclusion in the Company's proxy materials for the meeting, persons named in the proxies solicited by the Board of Directors for the meeting may use their discretionary voting authority to vote against the proposal. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. N-VIRO INTERNATIONAL CORPORATION Dated: August 5, 2003 By: /s/ James K. McHugh ---------------- ------------------------ James K. McHugh Chief Financial Officer