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): FEBRUARY 5, 2004
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
On February 5, 2004 N-Viro International Corporation (the "Company") closed on a
Security Units Purchase Agreement (the "Agreement") with Ophir Holdings, Inc
("Ophir"). The Agreement and related amended press release dated February 9,
2004, and press release dated February 6, 2004 are attached as Exhibits 99.1,
99.2 and 99.3, respectively.
Ophir has agreed to purchase up to 333,334 security units at a price of $2.25
per unit, for a proposed aggregate investment of $750,000. Each unit is
comprised of one share of the Company's restricted common stock and one 5-year
common stock purchase warrant exercisable at $2.85 per share of the Company's
common stock. The funding is to occur on an installment basis. The first
payment of $125,000 is due within two days of the signing of the Agreement; the
second payment of $125,000 is due on or before February 13, 2004; the third
payment of $125,000 on or before March 1, 2004, and the fourth payment of
$375,000 due on or before March 31, 2004. In the event of a default on an
installment payment, the Company's sole recourse is to terminate Ophir's private
placement approval right, which requires the Company to refrain from offering in
any private placement any of its securities for a period of nine months without
the prior written consent of Ophir. The Company received the first installment
from Ophir on February 6, 2004. Under certain conditions, Ophir is required to
relinquish up to $375,000 of its right to purchase the units to third party
investors who previously expressed interest in participating in a private
offering by the Company which has been since terminated.
The Security Units, and the common stock and warrants which constitute the
Security Units, have not been registered for sale under the Securities Act of
1933, and are being issued in reliance upon a private placement exemption from
the registration requirements of that Act. Certain limitations and rights have
been provided for in the Agreement, primarily regarding future private
placements by the Company and registration rights. Ophir is a Nevada corporation
engaged in financial and business consulting. The company is controlled by
Robert A. Cooke. Mr. Cooke, as well as certain other equity holders of Ophir
also are equity holders in Strategic Asset Management, Inc., a Delaware
corporation formerly known as Worldtech Waste Management, Inc. Until February 5,
2004, Strategic Asset Management, Inc. was the owner of more than 5% ofthe
issued and outstanding shares of voting, common stock of the Company. The
Company plans to use the funds to improve its balance sheet, increase business
promotion and development and expand research and development activities.
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: February 6, 2004 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer