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 30, 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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a) On June 30, 2005, the Company's Stockholders approved two
proposals, each amending the Certificate of Incorporation of the Company, (the
"Certificate"). The first approved amendment to the Certificate eliminated
Article Five, which governed the size, composition, election and vacancies of
the Board and removal of directors, all of which are covered in the Company's
Amended and Restated By-Laws. This Amendment conforms the Certificate to the
Company's Amended and Restated By-Laws adopted by the Board of Directors on May
13, 2005, changing the requirement for the election of directors from a
plurality to a majority of the votes cast. The second approved amendment to
the Certificate eliminated Article Ten, which required a 75% supermajority vote
of stockholders for approval of certain business combinations. Attached as
Exhibit 3.4 is the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, dated July 6, 2005 as submitted to the Delaware
Secretary of State on July 6, 2005. The amendment will be effective upon filing
by the Delaware Secretary of State.
Item 8.01 - Other Events
N-Viro International Corporation (the "Company") announced on July 5, 2005
in a press release the results of voting and other events at the Annual
Stockholders meeting held on June 30, 2005, which is attached as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
3.4 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, dated July 6, 2005.
99.1 Press Release dated July 5, 2005.
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: July 6, 2005 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer