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): FEBRUARY 14, 2006
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 February 14, 2006, N-Viro International Corporation executed an Employment
Agreement with Timothy R. Kasmoch. Mr. Kasmoch is now employed by the Company
as President and Chief Executive Officer, and is a member of the Company's Board
of Directors. The Company and Mr. Kasmoch agreed primarily to enter into an
employment arrangement which is for a one-year term, is terminable with or
without cause for $60,000 per year plus 50,000 unregistered shares of stock in
the Company, and is effective at the date of the Agreement. The Employment
Agreement has been attached to this filing as Exhibit 10.1.
Item 1.02 Termination of a Material Definitive Agreement
On February 14, 2006, N-Viro International Corporation terminated the Memorandum
of Employment with Daniel J. Haslinger, executed on September 27, 2004 and filed
on Form 8-K on October 1, 2004. Also terminated on February 14, 2006 was the
Storage Site Agreement executed between the Company and Mr. Haslinger, his
spouse Rebecca Haslinger and MicroMacro Integrated Technologies, Inc., a company
Mr. Haslinger owns. Mr. Haslinger was the President and Chief Executive Officer
of N-Viro International Corporation since his appointment effective January 1,
2005, as filed on Form 8-K on December 27, 2004. Mr. Haslinger is now a
consultant to the Company, and remains a member of the Company's Board of
Directors. There were no early termination penalties incurred by the Company as
a result of this action.
Item 5.02(b) Departure of Principal Officer
At a meeting of the Board of Directors on February 14, 2006, Daniel J. Haslinger
was replaced as President and Chief Executive Officer of the Company when
Timothy R. Kasmoch was appointed its President and CEO.
Item 5.02(c) Appointment of Principal Officer
At a meeting of the Board of Directors on February 14, 2006, the Company
appointed Timothy R. Kasmoch as its President and Chief Executive Officer.
Mr. Kasmoch has been a member of the Board of Directors since January 27, 2006,
as filed on a Form 8-K filed February 2, 2006. Mr. Kasmoch is also President
and CEO of Tri-State Garden Supply, d/b/a Gardenscape, a bagger and distributor
of lawn and garden products. Gardenscape currently provides trucking services
to the Company. Mr. Kasmoch holds no other directorships or officer positions
in other reporting companies, nor is related to any other directors or officers.
The Company issued a related press release on February 21, 2006, announcing Mr.
Kasmoch's appointment, which has been attached to this filing as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Employment Agreement, executed February 17, 2006.
99.1 Press Release dated February 21, 2006
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: February 21, 2006 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer