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): NOVEMBER 17, 2003
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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 announced today in a press release the results
of voting and other events at the Annual Stockholders meeting held on November
13, 2003, which is attached as Exhibit 99.1.
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: November 17, 2003 By: /s/ James K. McHugh
------------------- ------------------------
James K. McHugh
Chief Financial Officer
Exhibit 99.1
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NEWS RELEASE FOR IMMEDIATE RELEASE
For More Information Contact:
Terry J. Logan, Ph.D., N-Viro International Corp., tlogan@nviro.com (419)
535-6374
N-VIRO ANNOUNCES PRIVATE PLACEMENT AND CHANGES TO BOARD
Toledo, Ohio, November 17, 2003 - N-Viro International Corp. (OTC BB/NVIC.OB)
announced at its annual meeting last Thursday that its Board had authorized a
private equity placement for stock, the proceeds of which will be used to retire
debt, increase working capital and fund future business promotion and
development. Although the Company has yet to identify a specific purchaser, the
Company hopes to complete a private placement of equity securities of the
Company by the end of the year.
N-Viro also announced the election of Mr. Phil Levin as Chairman of the Board.
Mr. Levin is the President of both Levin Development Company and MGM Consulting
Services, a real estate development and financial consulting company,
respectively, in Troy, Michigan. Mr. Levin holds an MBA in both accounting and
finance, and was a partner-in-charge of PriceWaterhouseCoopers' consulting
division in Michigan for 16 years. Mr. Levin has served as a Director of the
Company since November 2002 and is a member of the Audit, Nominating and Finance
Committees. He currently chairs the Audit and Nominating Committees.
Mr. Chris Anderson was elected to the Board to fill the position previously held
by Mr. Jack Irmscher. Mr. Anderson graduated summa cum laude from The Ohio
State University with BS and MS degrees in agribusiness, and also holds an MBA
from Harvard University. Among other professional experiences, Mr. Anderson was
senior vice president for the Andersons, a Toledo-based public company with
sales in excess of $1 billion. Mr. Anderson is a member of the Audit and
Nominating Committees, and is the chair of the Corporate Planning committee.
Dr. Logan, President and CEO of the Company, stated, "N-Viro is very fortunate
to attract directors of the caliber of Phil Levin and Chris Anderson. In
addition, Mr. Brian Burns, who was elected to the Board earlier this year, also
brings strong business credentials and experience to the directorship of the
Company. In electing Mr. Levin Chairman of our Board, and with the addition of
Messrs. Anderson and Burns, the Company has positioned itself to move to the
next level."
The Company also announced the results of voting by stockholders at the Annual
Meeting of the Company held on Thursday, November 13, 2003. Six issues were
presented for stockholder consideration at such meeting. These were (1) the
approval of an amendment to the Amended and Restated Certificate of
Incorporation of the Company to decrease the number of directors of the Company
to between seven and nine, (2) the approval of an amendment to the By-laws of
the Company to reduce the number of classes of directors from three to two, (3)
the approval of a compensation plan for non-employee directors of the Company,
(4) the ratification of Hausser + Taylor, LLP as the Company's independent
certified public accountants, (5) the election of two directors to the board of
directors of the Company, and (6) the approval of a new stock option plan of the
Company. The first five matters were approved at the annual meeting by the
affirmative vote of the holders of a majority of the shares of voting, common
stock issued and outstanding. The stock option plan proposed by the board of
directors for approval by the stockholders failed to receive a sufficient number
of votes for adoption.
Based on actions taken by the stockholders at the annual meeting, the board of
directors of the Company now consists of seven members, which members are:
Terry Logan, president of the Company, Michael Nicholson, chief operating
officer of the Company, Philip Levin, Chairman of the Board of the Company,
Brian Burns, Christopher Anderson, Daniel Haslinger and R. Francis DiPrete.
Messrs. Logan, Nicholson, Levin and Burns have terms expiring in 2004 while
Messrs. DiPrete, Haslinger and Anderson have terms expiring in 2005.
N-Viro International Corporation develops and licenses its technology to
municipalities and private companies. N-Viro's patented processes use lime
and/or mineral-rich, combustion byproducts to treat, pasteurize, immobilize and
convert wastewater sludge and other bio-organic wastes into biomineral
agricultural and soil-enrichment products with real market value. More
information about N-Viro International can be obtained by contacting the office,
on the internet at www.nviro.com or by e-mail inquiry to info@nviro.com.
The Company cautions that words used in this document such as "hopes,"
"expects," "anticipates," "believes" and "may," as well as similar words and
expressions used herein, identify and refer to statements describing events that
may or may not occur in the future. These forward-looking statements and the
matters to which they refer are subject to considerable uncertainty that may
cause actual results to be materially different from those described herein.
For example, while the Company anticipates completion of a private placement of
equity securities prior to December 31, 2003, there are no assurances that the
Company will succeed in selling all or any portion of such offered securities.
Furthermore, at the present time, the form and terms of such securities are not
known. Likewise, specific purchasers for such securities have not been
identified. If the Company fails to identify appropriate purchasers for equity
securities of the Company or fails to come to an agreement with prospective
purchasers or reach agreement with such purchasers as to the terms of any such
securities, the Company will not be successful in completing the anticipated
private placement. The failure to complete the anticipated private placement
could have an adverse material impact upon the Company's liquidity, financial
position, and ability to continue as a going concern.
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