EFFECTIVE AUGUST 23RD, 2004
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): SEPTEMBER 9, 2004
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)
INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
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
N-Viro International Corporation executed an Amendment to the Amended and
Restated Employment Agreement dated June 6, 2003, with Michael G. Nicholson.
Mr. Nicholson is employed by the Company as Vice President of Sales and Chief
Development Officer, and is a member of the Company's Board of Directors. The
Company and Mr. Nicholson agreed primarily to revise the grant of options under
Mr. Nicholson's Employment Agreement to provide for an option to purchase 30,000
shares of the Company's Common Stock at $0.90 per share, and an option to
purchase 20,000 shares of the Company's common stock at $1.95 per share. The
Amendment has been attached to this filing as Exhibit 10.1.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Amendment to the Amended and Restated Employment Agreement
dated June 6, 2003.
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: September 10, 2004 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer