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): MAY 27, 2005
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION
INCORPORATION OR NO.)
ORGANIZATION)
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 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) On May 27, 2005, Brian P. Burns, a member of N-Viro International
Corporation's (the "Company") Board of Directors as a Class II director, ceased
to be a director when the Company redeemed the share of Series A Redeemable
Preferred Stock (the "Preferred Stock") held by J. Patrick Nicholson. Due to
sales by Mr. Nicholson of the Company's common stock on September 25 and 26,
2003, he ceased to be the beneficial owner of at least 17.50% of the Company's
common stock as of that date, as reflected in reports filed by Mr. Nicholson
under Section 16 of the Securities and Exchange Act of 1934, and, therefore, his
share of Preferred Stock became redeemable. On May 13, 2005, the Board of
Directors voted to redeem Mr. Nicholson's share of Preferred Stock in accordance
with the provisions of the Certificate of Designation of Series A Redeemable
Preferred Stock of the Company (the "Certificate of Designation"), a copy of
which was filed with the Company's annual report on Form 10-K filed April 14,
2004. As provided in Section 7(F) of the Certificate of Designation, the term
of office of Brian P. Burns shall end and Mr. Burns shall be deemed to have
resigned upon the redemption of Mr. Nicholson's share of Preferred Stock. The
Board did not replace Mr. Burns at this time.
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: June 1, 2005 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer