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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): October 19, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 19, 2009, the Board of Directors of N-Viro International
Corporation, or the Company, approved an extension of the offering period to
issue up to $1,000,000 of Convertible Debentures to November 15, 2009, which was
previously announced under Item 3.02 on Form 8-K dated May 26, 2009. The
debentures mature on June 30, 2011.
The Board of Directors of the Company also approved a plan to extend to all
holders of N-Viro International Corporation warrants, a choice to extend their
respective exercise periods if they complete the transaction by December 31,
2009, by either:
1. on or before the expiration of their warrants, exercising at
least 1% of the existing number of warrants and receive the
balance of warrants with a 1-year extended date at the original
exercise price and date based on the original agreement, OR
2. on or before December 31, 2009, choosing a 1:1 exercise of
any warrants held and receive a new warrant for a 5-year term at
a new "strike price" of $2.52/share on the new warrants issued.
This offer applies to all warrants held as of July 10, 2009, and
applies to any warrants exercised from July 10, 2009 through
December 31, 2009. The holders of such warrants will also receive
the balance of their unexercised original warrants with their
expiration date extended for one additional year.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 19, 2009 the Board of Directors of the Company also
approved a plan to extend to all holders of N-Viro International Corporation
warrants, a choice to extend their respective exercise periods if they complete
the transaction by December 31, 2009, by either:
1. on or before the expiration of their warrants, exercising at
least 1% of the existing number of warrants and receive the
balance of warrants with a 1-year extended date at the original
exercise price and date based on the original agreement, OR
2. on or before December 31, 2009, choosing a 1:1 exercise of
any warrants held and receive a new warrant for a 5-year term at
a new "strike price" of $2.52/share on the new warrants issued.
This offer applies to all warrants held as of July 10, 2009, and
applies to any warrants exercised from July 10, 2009 through
December 31, 2009. The holders of such warrants will also receive
the balance of their unexercised original warrants with their
expiration date extended for one additional year.
ITEM 8.01 OTHER EVENTS
The Company recently remitted payment in full satisfaction to VFL
Technology Corporation, on the balance of the ten-year promissory note payable
dated December 30, 2006, related to the acquisition of Florida N-Viro, LP.
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: October 23, 2009 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer