UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
X Definitive Additional Materials
Soliciting Material Pursuant to Sec.240.14a-12
N-VIRO INTERNATIONAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
N-VIRO INTERNATIONAL CORPORATION
3450 W. CENTRAL AVENUE, SUITE 328
TOLEDO, OHIO 43606
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CHANGE IN PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 30, 2005
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TO OUR STOCKHOLDERS:
We have changed our proxy solicitation card used for voting your shares at
our Annual Meeting of Stockholders to be held on Thursday, June 30, 2005, that
was previously filed with the Securities and Exchange Commission on April 22,
2005, and previously sent to you. The changes remove the option to vote
"Against" for Proposal #3, Election of Directors and also adds information
concerning voting via a toll-free telephone number and the Internet. Please
note that a vote to "Withhold" has the same result as an "Against" vote. The
proxy card concurrently sent to you with the enclosed revised Proxy Statement is
correct and we encourage you to send in your vote early via the mail, or if more
convenient, via the toll-free telephone number or the Internet. Specific
instructions are included on your card.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James K. McHugh
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James K. McHugh
Chief Financial Officer, Secretary and Treasurer
Toledo, Ohio
June 7, 2005
[N-Viro International Corporation logo]
c/o Corporate Election Services
P. O. Box 1150
Pittsburgh, PA 15230
VOTE BY TELEPHONE
Have your proxy card available when you call Toll-Free 1-888-693-8683 using a
touch-tone phone and follow the simple instructions to record your vote.
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VOTE BY INTERNET
Have your proxy card available when you access the website www.cesvote.com and
follow the simple instructions to record your vote.
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VOTE BY MAIL
Please mark, sign and date your proxy card and return it in the postage-paid
envelope provided or return it to: Corporate Election Services, P.O. Box 1150,
Pittsburgh PA 1 5230-1150.
Vote by Telephone . . . . . . . . . . Vote by Internet Vote by Mail
Call Toll-Free using a. . . . . . . . Access the Website and cast Return your proxy in the
touch-tone telephone: 1-888-693-8683 your vote: www.cesvote.com postage-paid envelope provided
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Vote 24 hours a day, 7 days a week!
If you vote by telephone or Internet, please do not send your proxy by mail.
[graphic omitted]
PROXY CARD MUST BE SIGNED AND DATED BELOW.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
[N-Viro International Corporation logo]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 30, 2005.
Revoking all prior proxies, the undersigned, a stockholder of N-VIRO
INTERNATIONAL CORPORATION (the "Company"), hereby appoints Daniel J. Haslinger
and James K. McHugh, and each of them, attorneys and agents of the undersigned,
with full power of substitution to vote all shares of the Common Stock, par
value $.01 per share (the "Common Stock"), of the undersigned in the Company at
the Annual Meeting of Stockholders of the Company to be held in the Garden Room
of the Toledo Club, 235 14th Street, Toledo, Ohio on June 30, 2005 at 10:00
a.m., local time, and at any adjournment thereof, as fully and effectively as
the undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated on the reverse. In
their discretion, the proxies are authorized to vote upon any other matters
which may properly come before the meeting or any adjournment thereof.
Dated: , 2005
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Signature
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Signature
Please sign exactly as your name appears to the left. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in the full corporation name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please fold and detach card at perforation before mailing.
N-VIRO INTERNATIONAL CORPORATION PROXY
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS
ARE INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, FOR PROPOSAL 2, FOR THE
ELECTION OF THE LISTED NOMINEES AS CLASS I DIRECTORS AND FOR PROPOSAL 4.
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
DELETE ARTICLE FIVE OF THE CERTIFICATE IN ITS ENTIRETY.
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
DELETE ARTICLE TEN OF THE CERTIFICATE IN ITS ENTIRETY.
FOR AGAINST ABSTAIN
3. ELECTION OF CLASS I DIRECTORS
Nominees: 1. R. Francis DiPrete FOR WITHHOLD
2. Daniel J. Haslinger FOR WITHHOLD
3. Carl Richard FOR WITHHOLD
4. Joseph H. Scheib FOR WITHHOLD
4. RATIFY THE APPOINTMENT OF UHY LLP AS INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING
Continued and to be signed and dated on the reverse side.