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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): August 5, 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))
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ITEM 7.01. REGULATION FD DISCLOSURE.
The information set forth under the caption "Comments at the Meeting" under
Item 8.01 below are incorporated by reference under this Item 7.01.
ITEM 8.01. OTHER EVENTS
On August 5, 2009, N-Viro International Corporation (the "Company") held
its Annual Stockholders meeting. The matters on which the stockholders voted, in
person or by proxy, were:
1. the election of four Class I directors to the board of
directors;
2. Proposal #2, the adoption of an amendment to the Amended and
Restated 2004 Stock Option Plan;
3. Proposal #3, the adoption of an amendment to the Second
Amended and Restated Certificate of Incorporation; and
4. Proposal #4, the ratification of UHY LLP as our independent
outside auditors for the fiscal year ending December 31, 2009.
ELECTION OF BOARD OF DIRECTORS:
DIRECTOR VOTES FOR VOTES WITHHELD VOTES ABSTAIN APPROVED / NOT APPROVED
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Mark Hagans 3,593,373 122,987 25,913 A
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Carl Richard 3,595,462 120,898 25,913 A
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Joseph Scheib 3,596,498 119,862 25,913 A
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Joan Wills 3,569,880 116,650 55,742 A
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PROPOSALS #2 THROUGH #4: VOTES FOR VOTES AGAINST VOTES ABSTAIN APPROVED / NOT APPROVED
------------------------ --------- ------------- ------------- -----------------------
2 3,438,836 279,050 24,385 A
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3 3,450,826 267,061 24,385 A
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4 3,712,245 5,593 24,435 A
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COMMENTS AT THE MEETING
In comments to the stockholders attending the meeting, our Chief Executive
Officer, Timothy Kasmoch, commented on certain business issues. In particular,
Mr. Kasmoch reiterated his optimism on the subject of the Company's press
release that morning, which announced a property purchase by the Company's
related entity, Mahoning Valley N-Viro. He also expressed optimism over that
the Company's developing N-Viro Fuel technology and believes a fuel-based
facility will be well-received and hoped he would be speaking at next year's
annual meeting with news on an operating or close-to-operating fuel facility.
He also stated the next hurdle to the Company is the need for capital to grow
this part of the business, and the Company was hopeful the new federal
administration would provide easier access to funding to assist in the
development of this clean technology.
Special Cautionary Note Regarding Forward-Looking Statements
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The Company cautions that words used in this document such as "expects,"
"anticipates," "believes" and "may," as well as similar words and expressions
used herein, identify and refer to statements describing events that may or may
not occur in the future. These forward-looking statements and the matters to
which they refer are subject to considerable uncertainty that may cause actual
results to differ materially from those described herein. For example, while
the Company expects business expansion projects to begin in an estimated time
frame, such expectations are subject to adverse economic conditions and other
factors outside of the Company's control. Further, the Company's ability to
increase capabilities and expand capacity is subject to the ability of the
Company or its partners to access sufficient capital to pay for this expansion,
which will further depend on, among other factors, market acceptance. Our
ability to achieve profitability of these projects could be negatively impacted
if there is a lack of an adequate supply of waste or expenses increase above the
Company's expectations - including fuel and transportation costs, labor costs
and costs relating to the treatment and processing of the biosolids and creation
of the N-Viro Soil or N-Viro Fuel. In addition, while the Company believes that
trends in "greener" energy solutions are moving in favor of the Company's
technology, such trends may not continue or may never result in increased sales
or profits to the Company because of the availability of competing products and
other alternative energy source. All of these factors, and other factors, will
affect the profitability of the Company. Additional information about these and
other factors that may adversely affect these forward-looking statements are
contained in the Company's reports, including its Annual Report on Form 10-K for
the year ended December 31, 2008 and other filings with the Securities and
Exchange Commission. The Company assumes no obligation to update
forward-looking statements to reflect actual results, changes in assumptions or
changes in other factors affecting forward-looking information except to the
extent required by applicable securities laws.
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: August 11, 2009 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer