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): SEPTEMBER 22, 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 1.01 Entry Into a Material Definitive Agreement
On September 27, 2005, N-Viro International Corporation, or the Company,
executed a Financial Public Relations Agreement, or the Agreement, dated
September 15, 2005, with Strategic Asset Management, Inc., or SAMI. The Company
has appointed SAMI as its non-exclusive financial public relations counsel for a
term of two years from the date of the Agreement. For its services, the Company
has issued SAMI 120,000 shares of the Company's unregistered common stock, and
120,000 common stock purchase warrants to purchase an equal number of shares of
the Company's common stock at an exercise price of $1.84 per share, for an
exercise period not to exceed five years from the date of the Agreement. The
shares and the warrants were issued in a private transaction pursuant to an
exemption under Section 4(2) of the Securities Act of 1933.The President of SAMI
is Robert Cooke, who was listed as a more than 5% beneficial owner in our
Definitive Proxy Statement, Amendment No. 1, filed May 27, 2005. The Agreement
has been attached to this filing as Exhibit 10.1. The Warrant to Purchase
120,000 Shares of Common Stock has been attached to this filing as Exhibit 10.2.
Item 3.02 Unregistered Sales of Equity Securities
To the extent required by Item 3.02 of Form 8-K, the information contained in or
incorporated by reference into Item 1.01 of this Current Report is hereby
incorporated by reference into this Item 3.02.
In an unrelated transaction, on September 22, 2005, pursuant to a Stock
Subscription Agreement dated February 28, 2005, N-Viro International
Corporation, or the Company, issued to Timothy Kasmoch 50,000 shares of the
Company's unregistered common stock and 50,000 common stock purchase warrants at
an exercise price of $1.85 per share and with an exercise period not to exceed
five years from the date of the Agreement. Payment for the securities was made
in kind, by the provision of trucking services valued at $62,500. The trucking
services were provided from February 2005 to September 2005. The shares and
warrants were issued in a private transaction pursuant to an exemption under
Section 4(2) of the Securities Act of 1933. Mr. Kasmoch is not an officer or
director of the Company nor is related to any officers of directors of the
Company, and is not a more than 5% beneficial owner of the Company.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Financial Public Relations Agreement dated September 15,
2005 between Strategic Asset Management, Inc. and
N-Viro International Corporation.
10.2 Warrant to Purchase 120,000 Shares of Common Stock dated
September 15, 2005 between Strategic Asset
Management, Inc. and 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: October 12, 2005 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer