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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 25, 2002
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) 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
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ITEM 5. OTHER EVENTS
On April 25, 2002, the Company signed a Technology Transfer Agreement, a Stock
Option Agreement, and accepted a Certificate of Acknowledgement in conjunction
with the previous two agreements, with WorldTech Waste Management, Inc.
("WorldTech"). WorldTech is an 18.68% shareholder in the Company, and its Chief
Executive Officer and Chairman of its Board of Directors is R. Francis DiPrete.
Mr. DiPrete is also on the Board of Directors of the Company.
The Technology Transfer Agreement grants a license to WorldTech to manufacture,
use and sell certain of the Company's proprietary technologies, including the
N-Viro Process and N-Viro Fuel. In exchange, WorldTech will pay the Company an
initial fee of $100,000 and additional ongoing operations fees.
The Stock Option Agreement grants an unconditional, irrevocable and exclusive
right and option for the Company to purchase up to an aggregate of 350,000
shares of its own common stock presently owned by WorldTech, at a price per
share equal to $2.50. The decision whether to exercise the option and acquire
the shares is within the Company's discretion; provided, however, if the Company
sells its minority interest in Florida N-Viro, L.P., a limited partnership
operating an N-Viro treatment facility in Florida, and as a result of such sale,
the Company realizes net equity proceeds of $2.0 million or more, the Company
will be obligated to exercise the option and acquire from WorldTech all 350,000
shares at an aggregate purchase price of $875,000. In exchange for this Option,
the Company agreed to pay WorldTech $100,000. The Company paid this $100,000 fee
through offset of the $100,000 fee payable by WorldTech to the Company under and
pursuant to the terms of the Technology Transfer Agreement. The Company's option
to acquire stock from WorldTech expires on October 31, 2002. This agreement is
attached hereto as Exhibit 99.1.
The Certificate of Acknowledgement was executed by R. Francis DiPrete,
WorldTech's Chairman and Chief Executive Officer. This certificate is attached
hereto as Exhibit 99.2.
Also, the Company has agreed to go forward on a contract with the investment
banking firm of Laux & Company of Medina, Ohio, with respect to a proposal to
obtain up to $1.25 million in equity financing. The Company hopes to sell up to
500,000 shares of preferred stock at a price per share of $2.50. The specific
terms and conditions applicable to the preferred shares will be determined once
Laux & Company has identified a potential purchaser. There can be no assurance
that the Company will be successful in finding a buyer for the preferred stock
or in selling these shares. If the shares are sold, the proceeds from the
offering will be used to supplement the Company's working capital. The primary
reason that the preferred stock is being offered is to assist the Company in
increasing its tangible net worth above $2.00 million, thereby enabling the
Company to avoid having its shares delisted from the NASDAQ SmallCap Market. On
April 18, 2002, the Company appeared before an NASD appellate panel to appeal
the NASD's decision to remove the Company's shares from the NASDAQ SmallCap
Market. During this hearing, the Company proposed that it could comply with the
NASD's requirements for continued listing through the offering and sale of
preferred stock prior to June 30, 2002. The Company is awaiting the NASD's
decision regarding the Company's appeal. If the preferred stock is not sold, it
is likely, if not certain, that the Company's stock will be delisted. If the
preferred stock is sold prior to June 30, 2002 and the NASD appellate panel
renders a decision in the Company's favor, then the Company's common stock will
continue to trade on the NASDAQ SmallCap Market.
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: April 30, 2002 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer