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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): NOVEMBER 28, 2000
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 November 28, 2000, N-Viro International Corporation (the "Company")
filed an action in the United States District Court for the Northern District of
Ohio, Western Division against Hydropress Environmental Services, Inc.
("Hydropress"). This suit involves to certain matters related to Hydropress'
ownership and sale of certain shares of the Company's voting, common stock.
In December of 1994, Hydropress received 62,500 shares of the Company's
voting, common stock (the "Company Stock") pursuant to the terms of a Licensing
Agreement dated as of December 30, 1994 by and among the Company, New England
N-Viro, Inc. and Hydropress (the "1994 Agreement"). The 1994 Agreement included,
among other things, a commitment on the part of the Company that Hydropress
would receive as proceeds from the sale of any of its shares of Company Stock
proceeds of at least $6.00 per share.
On February 15, 2000, Hydropress and the Company entered into a new
agreement related to the Company Stock held by Hydropress and the Company's
guarantee that Hydropress would receive proceeds from the sale of such stock of
at least $6.00 per share. A copy of this letter is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The Company understands the letter agreement dated February 15, 2000 to
excuse it entirely from its obligation to guarantee Hydropress' receipt of
proceeds of at least $6.00 per share from the sale of the Company Stock. This is
consistent with the position taken in the Company's public filings under and
pursuant to the terms of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as well as the Company's audited financial
statements.
In late September of 2000, representatives of Hydropress contacted the
Company and informed the Company that Hydropress maintains that the $6.00 per
share guarantee of proceeds in favor of Hydropress is still in effect. The Board
of Directors of the Company, following discussion of this issue with the
Company's legal counsel, continues to maintain that Hydropress has waived its
right to the $6.00 per share guarantee of proceeds pursuant to the terms of the
February 15, 2000 letter agreement.
In order to resolve this issue and ensure that the Company is accurately
reporting the effect of the February 15, 2000 letter agreement in its filings
with the Securities and Exchange Commission as well as in its financial
statements, the Company filed the above-referenced action in federal district
court in Toledo seeking a declaration from the Court that the Company's position
with respect to the expiration of the $6.00 per share guarantee of proceeds is
accurate and correct
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: November 30, 2000 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer