__________________________________________________________________
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 27, 2009
N-VIRO INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21802 34-1741211
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
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 27, 2009, the Board of Directors (the "Board") of N-Viro
International Corporation (the "Company") approved a one year extension of
warrant agreements with four stockholders that participated in a private
placement of our common stock in 2004 and were scheduled to terminate on March
1, 2009. All of the warrant agreements affected were extended for one (1) year
to March 1, 2010. The warrant agreements are exercisable for shares of common
stock at an exercise price of $1.85 per share. A form of the warrant agreement
is attached to this Form 8-K as Exhibit 4.1.
In exchange for the extension, each warrant holder agreed to exercise for
cash 1% of their respective number of shares that were offered this extension.
The holders exercised warrants for a total of 2,932 shares of common stock and
the Company received $5,424.20 in cash for such exercises. The remaining
outstanding warrant agreements are exercisable for an aggregate of 382,953
shares of common stock.
The holders of warrants participating in this extension included the
following affiliates of the Company: Carl Richard, a member of the Board, who
extended 81 warrants, and The Cooke Family Trust, a holder of more than 10% of
our outstanding common stock, which extended 450 warrants.
As part of the extension of the warrant agreement, the Board determined
that it would make available the opportunity for a 1-year extension of warrant
agreements to all holders who originally acquired the warrant agreements in the
2004 private placement of common stock. The remaining outstanding warrant
agreements expire at the end of 2009 and 2010. As of April 30, 2009, there were
outstanding warrant agreements exercisable for 148,054 shares of common stock
that potentially would be eligible for an extension. Any offer to extend the
warrants will be made by the Company directly to the holders of the warrant
agreements under appropriate disclosure and offering documents.
THIS DESCRIPTION IN THIS FORM 8-K IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ANY
SUCH SOLICITATION TO SELL OR OFFER TO BUY ANY SECURITIES OF THE COMPANY WILL
ONLY BE MADE PURSUANT TO APPROPRIATE OFFERING DOCUMENTS.
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: May 1, 2009 By: /s/ James K. McHugh
----------- ----------------------
James K. McHugh
Chief Financial Officer