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): MARCH 16, 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 March 16, 2006, the N-Viro International Corporation Board of Directors
approved a Consulting Agreement with DJH Holdings, LLC, a company owned by
Daniel J. Haslinger, a current member of our Board and up until February 14,
2006, our Chief Executive Officer. The consulting arrangement is for a six-month
term, is terminable by DJH Holdings, LLC upon fifteen (15) days notice or by us
upon ninety (90) days notice. Payments under the Consulting Agreement are $9,000
per month. The Consulting Agreement is effective as of February 13, 2006. A copy
of the Consulting Agreement has been attached to this filing as Exhibit 10.1.
Also on March 16, 2006, our Board of Directors approved a Consulting Agreement
with Carl Richard, a current member of our Board of Directors. The term of the
Consulting Agreement is one (1) year, is terminable by Mr. Richard upon fifteen
(15) days notice or by us upon ninety (90) days notice. Payments under the
Consulting Agreement are $1,600 per month. The Consulting Agreement is effective
as of February 13, 2006. A copy of the Consulting Agreement has been attached to
this filing as Exhibit 10.2.
Also on March 16, 2006, our Board of Directors approved a First Amendment to a
Consulting Agreement dated July 1, 2004 with Terry J. Logan, a current member of
our Board of Directors. The existing Consulting Agreement was scheduled to
expire on June 30, 2006, and was extended an additional two (2) years from that
date. The existing Consulting Agreement was filed as an exhibit to the Form 8-K
filed on July 2, 2004 by N-Viro International Corporation. All other terms of
the existing Consulting Agreement have been retained, with the exception of
Section 5.4, referring to Dr. Logan's stock option compensation, which has been
deleted by the First Amendment. Dr. Logan will continue to be compensated at a
base fee of $87.50 per hour. The First Amendment to the Consulting Agreement is
effective as of February 13, 2006. A copy of the First Amendment to Consulting
Agreement has been attached to this filing as Exhibit 10.3.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Consulting Agreement between DJH Holdings, LLC and N-Viro
International Corporation, effective February 13, 2006.
10.2 Consulting Agreement between Carl Richard and N-Viro International
Corporation, effective February 13, 2006.
10.3 First Amendment to Consulting Agreement dated July 1, 2004 between
Terry J. Logan and N-Viro International Corporation, effective February 13,
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: March 20, 2006 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer