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): JUNE 18, 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
N-Viro International Corporation announced today in a press release that its
Board of Directors have approved a change in the unit price of an equity
investment agreement, 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: June 18, 2004 By: /s/ James K. McHugh
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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 CHANGE IN UNIT PRICE OF EQUITY INVESTMENT AGREEMENT
Toledo, Ohio. June 18, 2004. N-Viro International Corp. (OTC BB/NVIC.OB)
announced today a change in the security unit price to participate in an equity
investment agreement (the "Agreement") dated January 30, 2004. The Board of
Directors approved a new price of $1.25 per security unit, which entitles the
purchaser to one share of restricted common stock and one 5-year common stock
purchase warrant exercisable to purchase one share of N-Viro International
common stock at $1.85 per warrant. The total amount of investment under the
agreement was raised from $750,000 to $835,188. To date, the Company has
received $435,188 under the Agreement, which originally had required an
investment of $2.25 per security unit and a common stock purchase warrant priced
at $2.85 per warrant.
"With the recent decline in market price of the stock, the Company felt lowering
the price of the investment and associated warrants would facilitate completion
of the Agreement to sell and issue the full amount of stock planned. The
Company will also issue additional shares of stock to the participants who have
already invested under the Agreement, to reflect this new price. The successful
completion of this private placement is a critical part in improving the balance
sheet, escalating business promotion and development as well as expanding
research and development activities," said Phil Levin, Chairman of the Board of
Directors.
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 by-products 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 "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 believes that trends in sludge treatment are moving in favor
of the Company's technology, such trends may not continue or may never result in
increased sales or profits to the Company because of the availability of
competing processes.
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