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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): March 17, 2010
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(E) NEW EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER.
(1) TIMOTHY R. KASMOCH
Effective March 17, 2010, N-Viro International Corporation (the "Company")
entered into an Employment Agreement (the "Agreement") with Timothy R. Kasmoch
to serve as the Company's President and Chief Executive Officer commencing
February 26, 2010. At a meeting of the Board of Directors of the Company on
February 26, 2010, the Board approved the Agreement.
The Agreement is for a five-year term commencing on February 26, 2010 and
provides for automatic renewal of successive one-year terms unless notice is
provided ninety (90) days prior to the expiration of the then current term. The
agreement provides that Mr. Kasmoch is to receive an annual base salary of
$150,000, subject to annual increase at the discretion of the Board of Directors
of the Company. In addition, Mr. Kasmoch is eligible for an annual cash bonus
in an amount to be determined, and otherwise subject to the discretion of, the
Board of Directors. Under the agreement, this determination is to be based upon
the Board of Directors review of Mr. Kasmoch's performance. The Agreement also
provides for a stock option grant to Mr. Kasmoch.
Since February 2006, Mr. Kasmoch has served the Company as President and Chief
Executive Officer. Before that, Mr. Kasmoch had been the President and Chief
Executive Office of Tri-State Garden Supply, d/b/a Gardenscape, a bagger and
distributor of lawn and garden products. While employed with the Company, the
Agreement allows Mr. Kasmoch to engage in other limited business activities that
are not competitive with and do not involve the Company, subject to the prior
disclosure to the Company's Audit Committee. The Employment Agreement permits
Mr. Kasmoch to terminate his employment in the event of a change of control or
certain enumerated material breaches thereof by the Company.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report.
(E) NEW EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER.
(2) ROBERT W. BOHMER
Effective March 17, 2010, N-Viro International Corporation (the "Company")
entered into an Employment Agreement (the "Agreement") with Robert W. Bohmer to
serve as the Company's Executive Vice President and General Counsel commencing
February 26, 2010. At a meeting of the Board of Directors of the Company on
February 26, 2010, the Board approved the Agreement.
The Agreement is for a five-year term commencing on February 26, 2010 and
provides for automatic renewal of successive one-year terms unless notice is
provided ninety (90) days prior to the expiration of the then current term. The
agreement provides that Mr. Bohmer is to receive an annual base salary of
$150,000, subject to annual increase at the discretion of the Board of Directors
of the Company. In addition, Mr. Bohmer is eligible for an annual cash bonus in
an amount to be determined, and otherwise subject to the discretion of, the
Board of Directors. Under the agreement, this determination is to be based upon
the President/Chief Executive Officer's and Board of Directors review of Mr.
Bohmer's performance. The Agreement also provides for a stock option grant to
Mr. Bohmer.
Since July 2007, Mr. Bohmer has served the Company as Vice President of Business
Development and General Counsel. Before that, Mr. Bohmer had been with the law
firm of Watkins, Bates and Carey, LLP, Toledo, Ohio, and served as the Company's
general outside counsel from 2005 until 2007. While employed with the Company,
the Agreement allows Mr. Bohmer to engage in other limited business activities
that are not competitive with and do not involve the Company, subject to the
prior disclosure to the Company's Audit Committee. The Employment Agreement
permits Mr. Bohmer to terminate his employment in the event of a change of
control or certain enumerated material breaches thereof by the Company.
A copy of the Agreement is filed as Exhibit 10.2 to this Current Report.
(E) NEW EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER.
(3) JAMES K. MCHUGH
Effective March 17, 2010, N-Viro International Corporation (the "Company")
entered into an Employment Agreement (the "Agreement") with James K. McHugh to
serve as the Company's Chief Financial Officer commencing February 26, 2010. At
a meeting of the Board of Directors of the Company on February 26, 2010, the
Board approved the Agreement.
The Agreement is for a five-year term commencing on February 26, 2010 and
provides for automatic renewal of successive one-year terms unless notice is
provided ninety (90) days prior to the expiration of the then current term. The
agreement provides that Mr. McHugh is to receive an annual base salary of
$125,000, subject to annual increase at the discretion of the Board of Directors
of the Company. In addition, Mr. McHugh is eligible for an annual cash bonus in
an amount to be determined, and otherwise subject to the discretion of, the
Board of Directors. Under the agreement, this determination is to be based upon
the President/Chief Executive Officer's and Board of Directors review of Mr.
McHugh's performance. The Agreement also provides for a stock option grant to
Mr. McHugh.
Mr. McHugh has served the Company as Chief Financial Officer since January 1997.
Before that, Mr. McHugh had been the Company's controller since its inception in
1993. While employed with the Company, the Agreement allows Mr. McHugh to
engage in other limited business activities that are not competitive with and do
not involve the Company, subject to the prior disclosure to the Company's Audit
Committee. The Employment Agreement permits Mr. McHugh to terminate his
employment in the event of a change of control or certain enumerated material
breaches thereof by the Company.
A copy of the Agreement is filed as Exhibit 10.3 to this Current Report.
(E) MATERIAL OPTION GRANT AWARDED TO EXECUTIVE OFFICER.
(KASMOCH, BOHMER AND MCHUGH)
On February 26, 2010, in connection and effective with their respective
Employment Agreement, the Board approved a grant of stock options to Messrs.
Kasmoch, Bohmer and McHugh, which are exercisable over five (5) years for shares
of the Company's common stock. The grant was made pursuant to the Second
Amended and Restated 2004 N-Viro International Corporation Stock Option Plan
(the "Plan"). The following table sets forth information about the stock option
grants:
Name of Officer Title Number of Shares Underlying Options Exercise Price Expiration Date
------------------ -------------------------------------- ----------------------------------- --------------- ---------------
Timothy R. Kasmoch President and Chief Executive Officer 470,000 $ 3.27 3/18/2020
Robert W. Bohmer Exec. Vice President & General Counsel 320,000 $ 3.27 3/18/2020
James K. McHugh Chief Financial Officer 100,000 $ 3.27 3/18/2020
The awards to the officers were based on the recommendation of the Compensation
Committee of the Board, which considered, among other things, each of the
Officer's willingness to accept a lower base compensation package. In
connection with the option grants, the Board adopted a waiver of certain
provisions of the Plan which would otherwise limit the number of options that
any participant may receive.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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10.1 Employment Agreement of Timothy R. Kasmoch, dated March 17,
2010.
10.2 Employment Agreement of Robert W. Bohmer, dated March 17,
2010.
10.3 Employment Agreement of James K. McHugh, dated March 17,
2010.
The information in this Form 8-K, and the exhibit hereto, is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such filing.
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 19, 2010 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer