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): MAY 13, 2005
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION
INCORPORATION OR NO.)
ORGANIZATION)
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) On May 13, 2005, Christopher J. Anderson, a member of N-Viro
International Corporation's (the "Company") Board of Directors as a Class I
director, notified the Company of his intention to resign from the Company's
Board of Directors, effective immediately, due to personal reasons. Mr.
Anderson was scheduled to stand for re-election to the Board at the Company's
2005 Annual Meeting of Stockholders to be held on June 30, 2005. The Board did
not replace Mr. Anderson at this time.
Item 5.03 - Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year
(a) On May 13, 2005, the Company's Board of Directors amended the
Amended and Restated By-Laws of the Company, (the "By-Laws"), to change the
requirement for the election of directors from a plurality to a majority of the
votes cast. This new language is included as Exhibit 99.1 to this Form 8-K. A
copy of the Company's Amended and Restated By-Laws, as amended on May 13, 2005,
was attached as Exhibit 3.3 to the Company's Form 10-QSB filed May 16, 2005.
Item 8.01 - Other Events
As announced by the Company in its Form 10-QSB filed May 16, 2005, the
Company's Board of Directors postponed the Annual Meeting of Stockholders
originally scheduled for Thursday, May 19, 2005, until June 30, 2005. The
location of the Annual Meeting has not changed and will be in the Garden Room of
the Toledo Club, 235 14th Street, Toledo, Ohio at 10:00 a.m. The Company filed
a Notice of Postponement on May 11, 2005 with the SEC in a Schedule 14A,
Definitive Additional Materials, and was sent to all stockholders on May 13,
2005. The Company will file a revised definitive proxy statement on an Amended
Schedule 14A, which will be sent to all stockholders.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Text of amendment to the Amended and Restated By-Laws of
N-Viro International Corporation.
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: May 19, 2005 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer