SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>
N-VIRO INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
N-VIRO INTERNATIONAL CORPORATION
3450 W. CENTRAL AVENUE, SUITE 328
TOLEDO, OHIO 43606
---------------------
April 5, 2002
To all N-Viro International Corporation Stockholders:
The Board of Directors joins us in inviting you to attend the Annual
Meeting of Stockholders. The meeting will be held in the West Point Room of the
Toledo Club, 235 14th Street, Toledo, Ohio on May 9, 2002. The meeting will
begin at 3:00 p.m. (local time). Registration will begin at 2:30 p.m.
Refreshments will be served before the meeting.
In addition to the matters described in the attached Proxy Statement, we
will report on the business and progress of N-Viro during 2001 and for the first
quarter of 2002. N-Viro's performance for the year ended December 31, 2001 is
discussed in the enclosed 2001 Annual Report to Stockholders.
We hope you will be able to attend the meeting and look forward to seeing
you there.
Sincerely,
/s/ J. Patrick Nicholson
J. PATRICK NICHOLSON
Chairman of the Board of Directors
and Chief Executive Officer
/s/ Terry J. Logan
TERRY J. LOGAN
President and
Chief Operating Officer
N-VIRO INTERNATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
AND
PROXY STATEMENT
MEETING DATE
MAY 9, 2002
---------------------
YOUR VOTE IS IMPORTANT!
YOU ARE URGED TO SIGN, DATE, AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
N-VIRO INTERNATIONAL CORPORATION
3450 W. CENTRAL AVENUE, SUITE 328
TOLEDO, OHIO 43606
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2002
---------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of N-Viro
International Corporation will be held in the West Point Room of the Toledo
Club, 235 14th Street, Toledo, Ohio on May 9, 2002. The Annual Meeting will
begin at 3:00 p.m. (local time), for the purpose of considering and acting upon:
1. The election of three Class III Directors for a term of three
years.
2. The ratification of the appointment of Hausser + Taylor, LLP to
serve as independent auditors for the Company for its year ended 2002.
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on March 22, 2002, will be
entitled to notice of, and to vote at, such Annual Meeting or any adjournment
thereof. Information relating to matters to be considered and voted on at the
Annual Meeting is set forth in the Proxy Statement accompanying this notice.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James K. McHugh
JAMES K. MCHUGH
Chief Financial Officer, Secretary and
Treasurer
Toledo, Ohio
April 5, 2002
PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. THE
PROXY MAY BE REVOKED BY YOU AT ANY TIME, AND GIVING YOUR PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE ANNUAL MEETING.
N-VIRO INTERNATIONAL CORPORATION
3450 W. CENTRAL AVENUE, SUITE 328
TOLEDO, OHIO 43606
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2002
---------------------
GENERAL
THIS PROXY STATEMENT IS FURNISHED TO THE STOCKHOLDERS OF N-VIRO
INTERNATIONAL CORPORATION (THE "COMPANY") BY ITS MANAGEMENT AND THE BOARD OF
DIRECTORS IN CONNECTION WITH THE SOLICITATION OF PROXIES IN THE ENCLOSED FORM TO
BE USED IN VOTING AT THE ANNUAL MEETING OF STOCKHOLDERS (THE "ANNUAL MEETING"),
WHICH IS SCHEDULED TO BE HELD ON THURSDAY, MAY 9, 2002 AT 3:00 P.M. (LOCAL TIME)
AS SET FORTH IN THE FOREGOING NOTICE. At the Annual Meeting, the stockholders
will be asked to elect three Class III Directors, ratify the appointment of
Hausser + Taylor, LLP to serve as independent auditors of the Company and
transact such other business as may properly come before the Annual Meeting or
any adjournment thereof.
A share cannot be voted at the Annual Meeting unless the holder thereof is
present or represented by proxy. When proxies in the accompanying form are
returned properly executed and dated, the shares represented thereby will be
voted at the Annual Meeting. If a choice is specified in the proxy, the shares
represented thereby will be voted in accordance with such specification. If no
specification is made, the proxy will be voted FOR the action proposed. Any
stockholder giving a proxy has the right to revoke it any time before it is
voted by filing with the Secretary/Treasurer of the Company a written
revocation, or by filing a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. The revocation of a proxy
will not be effective until notice thereof has been received by the
Secretary/Treasurer of the Company.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, Directors and officers of the Company may
solicit proxies by telephone, facsimile or personal interview. The Company will
reimburse Directors and officers for their reasonable out-of-pocket expenses in
connection with such solicitation. The Company will request brokers and nominees
who hold shares in their names to furnish these proxy materials to the persons
for whom they hold shares and will reimburse such brokers and nominees for their
reasonable out-of-pocket expenses in connection therewith. The Company has hired
Corporate Investors Communications to solicit proxies for a fee not to exceed
$3,000, plus expenses and other customary charges.
The presence at the Annual Meeting, in person or by proxy, of the holders
of a majority of the total number of shares of common stock outstanding on the
record date shall constitute a quorum for the transaction of business by such
holders at the Annual Meeting. The three nominees for election as Class III
Directors who receive the highest number of votes therefore at the Annual
Meeting shall be elected as Class III Directors. The ratification of the
appointment of Hausser + Taylor, LLP as independent auditors shall require the
affirmative vote of a majority of the holders of shares of common stock present
or represented by proxy at the Annual Meeting where a quorum is present.
The executive offices of the Company are located at 3450 West Central
Avenue, Suite 328, Toledo, Ohio 43606. The telephone number is (419) 535-6374.
The approximate date on which this material was first sent to stockholders was
April 5, 2002. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2001, INCLUDING THE FINANCIAL STATEMENTS, MAY BE OBTAINED
WITHOUT CHARGE BY WRITING TO THE CORPORATE SECRETARY, N-VIRO INTERNATIONAL
CORPORATION AT THE ABOVE ADDRESS.
THE DATE OF THIS PROXY STATEMENT IS APRIL 5, 2002.
VOTING SECURITIES OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 2,577,433 shares of common stock, $.01 par
value per share (the "shares of common stock"), on March 22, 2002. These shares
of common stock constitute the only class of outstanding voting securities of
the Company. Stockholders of record at the close of business on March 22, 2002
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof. Each share of common stock is entitled to one vote on all
matters to come before the Annual Meeting. Stockholders are not permitted to
cumulate votes for the purpose of electing directors or otherwise.
At March 22, 2002, the following were the only persons known to the Company
to own beneficially more than 5% of the outstanding shares of common stock:
<Table>
<Caption>
PERCENTAGE OF OUTSTANDING SHARES
SHARES OF COMMON STOCK OF COMMON STOCK AS OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED MARCH 22, 2002
- ------------------------------------ ---------------------- --------------------------------
J. Patrick Nicholson(1)............... 546,038 21.19%
2025 Richmond Rd
Toledo, Ohio 43607
N-Viro Energy Systems, Inc.(2)........ 336,769 13.07%
3450 West Central Avenue, Suite 328
Toledo, Ohio 43606
R. Francis DiPrete(3)................. 489,272 18.98%
255 Ide Road
Scituate, RI 02857
Worldtech Waste Management, Inc.(4)... 481,472 18.68%
272 Allison Gap Rd
Saltville, VA 24370
</Table>
- ---------------
(1) J. Patrick Nicholson is the Chairman and Chief Executive Officer of the
Company. The shares attributed to Mr. Nicholson include the 336,769 shares
owned beneficially by N-Viro Energy Systems, Inc.
(2) N-Viro Energy Systems, Inc. was formerly the corporate general partner of
N-Viro Energy Systems, Limited (the "Partnership"), a limited partnership
that was terminated as of December 31, 2001 and was one of the predecessor
entities that combined to form the Company in October 1993. The general
partners of the Partnership were J. Patrick Nicholson, Chairman and Chief
Executive Officer of the Company, N-Viro Energy Systems, Inc., a corporation
of which Mr. Nicholson is the controlling stockholder, and four trusts
established for the benefit of Mr. Nicholson's children.
(3) R. Francis DiPrete has been a Director of the Company since May, 2000. Mr.
DiPrete is also Chief Executive Officer, President and a Director of
Worldtech Waste Management, Inc. ("Worldtech"). Mr. DiPrete's shares
include: 5,000 shares owned directly and 481,472 shares owned by Worldtech
which may be deemed to be beneficially owned by Mr. DiPrete as a result of
the positions he holds with Worldtech. Mr. DiPrete disclaims beneficial
ownership of the 481,472 Company shares held by Worldtech because he is paid
a salary by Worldtech for his services as an employee and otherwise has no
economic interest in Worldtech except to the extent of his personal
ownership of Worldtech shares.
(4) Worldtech is a privately-held company in the business of waste management.
R. Francis DiPrete, a Director of the Company, is Chief Executive Officer,
President and a Director.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall be
divided into three classes of equal or approximately equal number and that the
number of Directors shall from time to time be fixed and determined by a vote of
a majority of the Company's entire Board of Directors serving at the time of
such vote. The Directors are elected for a three-year term or until the election
and qualification of their respective successors. It is intended by the Board
that proxies received will be voted to elect the three Class III Directors
2
named below to serve for a three-year term until their respective successors are
elected and have qualified or until their earlier resignation or removal.
Pursuant to Delaware law, under which the Company is organized, the
Company's business, property and affairs are managed under the direction of the
Board of Directors. The Board met four times during the year ended December 31,
2001. The Board has appointed standing Audit, Compensation, Finance and
Nominating Committees. In 2001, each incumbent Director attended 100% of the
aggregate meetings of the Board and the Committees on which they served, except
Mr. Carroll, who each attended two of the four meetings.
The Audit Committee of the Board of Directors currently consists of Mr.
Kaiser, Mr. DiPrete and Mr. Haslinger. This committee met three times during the
year ended December 31, 2001. The Audit Committee recommends the appointment of
auditors and oversees the accounting and internal audit functions of the
Company. Mr. Kaiser is retiring from the Board effective May 9, 2002 and will be
replaced by Mr. Copeland after this date.
The Compensation Committee of the Board of Directors currently consists of
Mr. Copeland, Mr. DiPrete, Mr. Carroll and Mr. Haslinger. This committee met
once during the year ended December 31, 2001. The Compensation Committee
determines officers' salaries and bonuses and administers the grant of stock
options pursuant to the Company's Stock Option Plan. After May 9, 2002 this
committee will be comprised of Mr. Carroll, Mr. Irmscher and Mr. Haslinger.
The Finance Committee of the Board of Directors currently consists of Mr.
Irmscher, Mr. DiPrete, Mr. Carroll and Mr. Kaiser. This committee did not meet
during the year ended December 31, 2001. The Finance Committee assists in
monitoring cash flow requirements of the Company and approves any internal or
external financing or leasing arrangements. After May 9, 2002 this committee
will be comprised of Mr. Irmscher, Mr. Carroll and Mr. J.P. Nicholson.
The Nominating Committee of the Board of Directors currently consists of
Dr. Logan, Mr. Copeland and Mr. Michael Nicholson. This committee met once
during year ended December 31, 2001. The Nominating Committee considers and
recommends to the Board of Directors nominees for election to the Board of
Directors. The Nominating Committee may, in its discretion, consider nominations
by stockholders proposed for the 2002 Annual Meeting. All stockholder
nominations should be directed to N-Viro International Corporation, 3450 W.
Central Avenue, Suite 328, Toledo, Ohio 43606, Attention: Secretary/Treasurer.
Such stockholder recommendations must be in writing, contain a description of
the nominee's qualifications and his or her consent to serve and must be
received by the Company no later than January 10, 2003. After May 9, 2002 this
committee will be comprised of Dr. Logan, Mr. Copeland and Mr. M. Nicholson.
If any nominee declines or is unable to accept such nomination to serve as
a Class III Director, events which the Board does not now expect, the proxies
reserve the right to substitute another person as a Board nominee, or to reduce
the number of Board nominees, as they shall deem advisable. The Proxy solicited
hereby will not be voted to elect more than three Class III Directors.
CLASS III
DIRECTORS TO BE ELECTED
WALLACE G. (JACK) IRMSCHER, AGE 79. Mr. Irmscher has been self-employed as
a consultant in the construction and construction materials industry since 1995.
Prior to the time, Mr. Irmscher was an officer and Director of Newfoundland
Resources and Mining Limited (quarry operation), an entity that was the subject
of bankruptcy proceedings in 1995. Mr. Irmscher is a Director of United States
Lime and Minerals, Inc. (publicly traded company) and has served as a Director
of the Company since May 1995. He is currently a member of the Board's Finance
Committee, and was a member of the Board's Audit Committee through March 2002.
DANIEL J. HASLINGER, AGE 46. Mr. Haslinger is Chief Executive Officer and
Owner of Micro Macro Integrated Technologies. Mr. Haslinger is also Chief
Executive Officer of both WJZE 97.3FM Mission Radio Broadcasting and Buckeye
Beef. Mr. Haslinger is President of N-Viro Filipino, a licensee of the Company.
3
Mr. Haslinger has served as a Director of the Company since May 1999 and is a
member of the Board's Audit and Compensation Committees.
R. FRANCIS DIPRETE, AGE 47. Mr. DiPrete is a lawyer and is presently
President and Board Chairman of Worldtech Waste Management, Inc., which is a
Virginia thermal soil remediation facility and specialty waste handler. Mr.
DiPrete is also an officer and a member of the Board of Directors of the Ross
Corporation, which owns and develops medical device technology. Mr. DiPrete has
served as a Director of the Company since May 2000, and is a member of the
Board's Audit, Finance and Compensation Committees.
CLASS I
DIRECTORS WHOSE TERMS CONTINUE(1)
BOBBY B. CARROLL, AGE 68. Mr. Carroll is the President and Chief Executive
Officer of Pozzolanic Contracting & Supply Co., a supplier of roadway
construction materials in the Southeast U.S. Mr. Carroll also acts as a
consultant and sales representative to the Company with respect to various
matters. Mr. Carroll has served as a Director of the Company since May 1997 and
is a member of the Board's Compensation and Finance Committees.
J. PATRICK NICHOLSON, AGE 65. Mr. Nicholson became Chairman, Chief
Executive Officer of the Company in May 1993. In 1979, he founded the
Partnership, one of the predecessor entities that combined to form the Company
in October 1993. From the Partnership's inception to present, Mr. Nicholson has
served as one of its general partners and is the controlling stockholder of
N-Viro Energy Systems, Inc., the corporate general partner of the Partnership.
Mr. Nicholson has served as a Director of the Company since May 1993.
B.K. WESLEY COPELAND, AGE 68. Mr. Copeland, a physical chemist, was the
Founder of the International Science and Technology Institute, Inc., as well as
Founder and Chief Executive Officer of the Foundation for Economic Development.
Mr. Copeland has served as a Director of the Company since May 1997, is a member
of the Board's Compensation and Nominating Committees, and was appointed to the
Board's Audit Committee in April 2002.
CLASS II(2)
DIRECTORS WHOSE TERMS CONTINUE
TERRY J. LOGAN, PH.D., AGE 59. Dr. Logan became Chief Operating Officer
and President of the Company in July 1999. From 1971 until his retirement in
July 1999, Dr. Logan was a professor of Agronomy at The Ohio State University.
Dr. Logan served as President of Pan-American N-Viro Inc. (subsidiary of the
Company) from 1994 through 1995 and is the President of Logan Environmental,
Inc. (environmental consulting firm). Dr. Logan has been a member of the Board
since May 1993.
MICHAEL G. NICHOLSON, AGE 35. Mr. Nicholson has served as the
Vice-President of Sales and Marketing of the Company since December, 1996, and
was appointed Senior Vice-President in May 2000. Prior to December 1996, Mr.
Nicholson served the Company and the Partnership in various management positions
in sales since his hiring in 1990. Mr. Nicholson is the son of J. Patrick
Nicholson, Chairman and Chief Executive Officer of the Company. Mr. Nicholson
has been a member of the Board since February 1998 and is a member of the
Board's Nominating Committee.
THE MANAGEMENT AND THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY
RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES FOR CLASS III
DIRECTORS. The nominees who receive the highest number of votes at the Annual
Meeting shall be elected as Directors.
- ---------------
(1) The terms of Messrs. Carroll, J.P. Nicholson and Copeland expire in 2003.
(2) The terms of Messrs. Logan and M. Nicholson expire in 2004.
4
EXECUTIVE OFFICERS OF THE COMPANY
The following information is furnished as to the Executive Officers of the
Company:
J. PATRICK NICHOLSON, AGE 65. Mr. Nicholson has served as Chairman and
Chief Executive Officer of the Company since its inception in May 1993. As
described above, Mr. Nicholson served in a similar capacity to the Partnership
prior to that date.
TERRY J. LOGAN, AGE 59. Dr. Logan has served as President and Chief
Operating Officer of the Company since his hiring in July 1999. As described
above, Dr. Logan served as a professor at The Ohio State University prior to
that date.
JAMES K. MCHUGH, AGE 43. Mr. McHugh has served as Chief Financial Officer,
Secretary and Treasurer of the Company since January 1997. Prior to that date,
Mr. McHugh served the Company and the Partnership in various financial positions
since his hiring in April 1992.
MICHAEL G. NICHOLSON, AGE 35. Mr. Nicholson has served as the
Vice-President of Sales and Marketing of the Company since December 1996, and
was elected Senior Vice-President in May 2000. As described above, Mr. Nicholson
served the Company and the Partnership in various management positions in sales.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth, as of March 22, 2002, unless otherwise
specified, certain information with respect to the beneficial ownership of the
Company's shares of common stock by each person who is a Director of the
Company, a nominee for the Board, each of the named Executive Officers, and by
the Directors and Executive Officers of the Company as a group.
<Table>
<Caption>
BENEFICIAL OWNERSHIP OF
COMMON STOCK
AS OF
NAME OF BENEFICIAL OWNER MARCH 22, 2002 PERCENT OF CLASS
- ------------------------ ----------------------- ----------------
Bobby B. Carroll.......................................... 87,500(1) 3.39%
B.K. Wesley Copeland...................................... 12,900(1) .50%
R. Francis DiPrete........................................ 489,272(1)(4) 18.98%
Daniel Haslinger.......................................... 9,800(1) .38%
Wallace G. Irmscher....................................... 15,025(1) .58%
Charles B. Kaiser, Jr..................................... 16,350(1) .63%
Terry J. Logan............................................ 73,962(1) 2.87%
James K. McHugh........................................... 36,321(1) 1.41%
J. Patrick Nicholson...................................... 546,038(1)(2) 21.19%
Michael G. Nicholson...................................... 60,534(1) 2.35%
All Directors and Executive Officers as a group
(10 persons)............................................ 1,347,702(3) 52.29%
</Table>
- ---------------
(1) Includes shares not actually owned by such individuals as of March 22, 2002,
but of which beneficial ownership could be acquired currently by such
individuals upon the exercise of outstanding options.
(2) Includes 336,769 shares owned by N-Viro Energy Systems, Inc., a corporation
of which Mr. Nicholson is the controlling shareholder.
(3) Includes an aggregate of 278,900 shares not actually owned by such Directors
and Executive Officers as of March 22, 2002, but of which beneficial
ownership could be acquired currently by such Directors and Executive
Officers upon the exercise of outstanding options.
(4) Includes 481,472 shares actually owned by Worldtech Waste Management, Inc.,
a privately-held company of which may be deemed to be beneficially owned by
Mr. DiPrete as a result of the positions he holds with Worldtech. Mr.
DiPrete disclaims beneficial ownership of the Company shares held by
5
Worldtech because he is paid a salary by Worldtech for his services as an
employee and otherwise has no economic interest in Worldtech except to the
extent of his personal ownership of Worldtech shares.
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table presents the total compensation awarded to, earned by,
or paid to, the Chief Executive Officer and the Chief Operating Officer during
1999, 2000 and 2001. There were no other Executive Officers of the Company who
were serving at the end of 2001 and whose total annual salary and bonus, if any,
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM ALL OTHER
----------------------- COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)(1) ($)
- --------------------------- ---- ---------- --------- -------------- ------------
J. Patrick Nicholson................ 2001 $131,250 14,300 -0- -0-
Chairman and Chief 2000 $131,250 7,125 12,500 -0-
Executive Officer 1999 $131,250 500 -0- -0-
Terry J. Logan...................... 2001 $120,000 300 20,000 -0-
President and Chief 2000 $120,000 7,125 12,500 -0-
Operating Officer 1999 $ 60,000(2) 500 2,000 -0-
</Table>
- ---------------
(1) The numbers shown represent the number of shares of common stock for which
options were granted to the named Executive Officers in 1999, 2000 and
2001.
(2) The 1999 salary reported for Dr. Logan is for less than a full year; all
paid during the six months after he was hired July 1, 1999.
EMPLOYMENT AGREEMENTS
On June 14, 1999, Dr. Logan entered into a five-year employment agreement
with the Company at a minimum annual salary of $144,000, reviewable annually at
January 1 during the employment term. Such agreement also provides that Dr.
Logan shall be entitled to (i) bonuses to be payable at the discretion of the
Board of Directors, (ii) other benefits, including insurance and pension plan,
as are provided to other Executive Officers of the Company, and (iii) stock
options to purchase 50,000 shares of the Company's common stock. Effective July
1, 1999, Dr. Logan voluntarily agreed to reduce his minimum annual salary to
$120,000 for the years ended December 31, 1999, 2000 and 2001.
On December 2, 1999, Mr. J. Patrick Nicholson entered into a two and
one-half-year employment agreement with the Company at a minimum annual salary
of $144,000, reviewable annually at January 1 during the employment term. Such
agreement also provides that Mr. Nicholson shall be entitled to (i) bonuses to
be payable at the discretion of the Board of Directors, (ii) such medical and
other benefits, including insurance and pension plan, as are provided to other
Executive Officers of the Company, and (iii) stock options to purchase 50,000
shares of the Company's common stock. Effective December 2, 1999, Mr. Nicholson
voluntarily agreed to reduce his minimum annual salary to $131,250 for the years
ended December 31, 1999, 2000 and 2001.
6
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM
OPTIONS IN FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED(1) YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---- ---------- ---------- ----------- ---------- -------- ---------
J. Patrick Nicholson........ -0- n/a n/a n/a n/a n/a
Terry J. Logan.............. 20,000 26.67% $1.50 12/6/2011 $ -0-(2) $15,131
</Table>
- ---------------
(1) Options vest 20% at the date of Grant, and 20% on each anniversary date of
the succeeding four years.
(2) All of the options granted in 2001 would not have positive value even while
assuming the stated 5% rate of growth.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<Table>
<Caption>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE FISCAL YEAR END(4) FISCAL YEAR END ($)(5)
ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(3) ($)(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
J. Patrick Nicholson....... -0- $ -0- 75,000 17,500 $ -0- $ -0-
Terry J. Logan............. -0- $ -0- 73,150 33,500 $ -0- $ -0-
</Table>
- ---------------
(3) No options were exercised by the named Executive Officers in 2001.
(4) All options granted prior to November, 1995 have been adjusted to reflect a
one-for-four reverse stock split effective October 31, 1995.
(5) Options are "in-the-money" only if the closing market price of the common
stock on December 31, 2001 exceeded the exercise price of the options. There
were -0- options "in-the-money" that were held by Executive Officers of the
Company on December 31, 2001 at $0.87 per share closing price.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company do not receive additional
compensation for serving as Directors. Effective December 15, 2000, non-employee
directors receive a stock option grant of 700 shares of Common Stock of the
Company per meeting attended, as approved by the Compensation Committee on
December 14, 2000. The Directors of the Company are reimbursed for out-of-pocket
expenses incurred in attending meetings of the Board of Directors or any
committees thereof.
COMPENSATION COMMITTEE INTERLOCKS
For the past twelve months, the members of the Compensation Committee
consisted of Mr. Copeland, Mr. Carroll, Mr. DiPrete and Mr. Haslinger, each of
whom is a non-employee Director of the Company. Mr. Carroll receives consulting
and sales representation fees as disclosed in the Certain Relationships and
Related Transactions section of this document. Mr. Haslinger is a licensee of
the Company for the territory of the Philippine Islands, but has not received
any fees or revenue from the Company other than the reimbursement of travel
expenses for costs directly related to this territory.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation of the Company's Executive Officers is determined by the
Compensation Committee of the Board of Directors.
The Committee's compensation philosophy is to provide competitive forms and
levels of compensation compared to industrial companies of similar size and
business area. This philosophy is intended to assist the
7
Company in attracting, retaining and motivating executives with superior
leadership and management abilities. Consistent with this philosophy, the
Committee determines a total compensation structure for each officer, consisting
primarily of salary, bonus and stock options. The proportions of the various
elements of compensation vary among the officers depending upon their levels of
responsibility.
The Committee establishes salaries at a level intended to be competitive
with the average salaries of Executive Officers in comparable companies with
adjustments made to reflect the financial health of the Company. Bonuses are
intended to provide executives with an opportunity to receive additional cash
compensation, but only if they earn it through Company and individual
performance.
Long-term incentives are provided through stock options granted under the
Company's Stock Option Plan. The stock options represent an additional vehicle
for aligning management's and stockholders' interest, specifically motivating
executives to remain focused on the market value of the Common Stock in addition
to earnings per share and return on equity goals.
The Committee, subject to any employment agreements in effect with its
Executive Officers, reviews and recommends to the Board of Directors for
approval the salaries, bonuses and long-term incentives of the Company's
officers, including its most highly compensated Executive Officers. In addition,
the Committee grants stock options under the Company's Stock Option Plan to
Executive Officers and other selected employees, Directors and to consultants,
and otherwise administers the Company's Stock Option Plan.
With respect to Chief Executive Officer compensation, Mr. Nicholson's base
salary for 2001 was $131,250. Mr. Nicholson's base salary is determined by his
Employment Agreement which entitles him to a minimum annual base salary of
$144,000. See "Employment Agreements." However, Mr. Nicholson has reduced his
base salary in each of the six preceding years. He is scheduled to be paid an
annual minimum base salary of $131,250 until his scheduled retirement in July
2002. Mr. Nicholson will continue to accept a reduced base salary until such
time as the Company's profitability permits payment of the $144,000 annual
minimum base salary provided for in his Employment Agreement. In July 2002, Mr.
Nicholson will become an outside consultant to the Company, pursuant to the
terms of his Consulting Agreement.
The Committee is also responsible for recommending to the Board of
Directors bonus amounts payable to Mr. Nicholson, the Chief Executive Officer.
Any bonuses payable will be determined by the Committee, based on the same
elements and factors relating to the other Executive Officers of the Company. As
the founder and the largest beneficial owner (21.19% of total shares of common
stock outstanding) of the Company, Mr. Nicholson has a significant portion of
his wealth invested in the Company's stock. Mr. Nicholson's level of stock
ownership continues to provide a strong link between Company performance and the
resulting rewards.
The Committee has not formulated any policy regarding qualifying compensation
paid to the Company's Executive Officers for deductibility under the limits of
Section 162(m) of the Internal Revenue Code of 1986, as amended, because the
Committee does not anticipate that any executive officers would receive
compensation in excess of such limits in the foreseeable future.
Compensation Committee of the Board of Directors
N-Viro International Corporation
Bobby B. Carroll
B.K. Wesley Copeland
Daniel J. Haslinger
R. Francis DiPrete
8
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. We meet with management periodically to
consider the adequacy of the Company's internal controls and the objectivity of
its financial reporting. We discuss these matters with the Company's independent
auditors and with appropriate Company financial personnel and internal auditors.
We regularly meet privately with both the independent auditors and the internal
auditors, each of whom has unrestricted access to the Committee, and recommend
to the Board the appointment of the independent auditors and review periodically
their performance and independence from Management. In addition, the Committee
reviews the Company's financing plans and reports recommendations to the full
Board for approval and to authorize action.
The Directors who serve on the Committee are all "Independent" for purposes
of the New York Stock Exchange listing standards. That is, the Board of
Directors has determined that none of us has a relationship to the Company that
may interfere with our independence from the Company and its management.
In 2000, the Board adopted a written charter setting out the audit related
functions the Committee is to perform. You can find a copy of that charter
attached to this proxy statement as Appendix A.
Management has primary responsibility of the Company's financial statements
and the overall reporting process, including the Company's system of internal
controls. The independent auditors audit the annual financial statements
prepared by Management, express an opinion as to whether those financial
statements fairly present the financial position, results of operations and cash
flows of the Company in conformity with generally accepted accounting principles
and discuss with us any issues they believe should be raised with us.
This year, we reviewed the Company's audited financial statement and met
with both Management and Hausser + Taylor, LLP, the Company's independent
auditors, to discuss those financial statements. Management has represented to
us that the financial statements were prepared in accordance with generally
accepted accounting principles.
We have received from and discussed with Hausser + Taylor, LLP, the written
disclosure and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees). These items related to that
firm's independence from the Company. We also discussed with Hausser + Taylor,
LLP, any matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees).
Based on these reviews and discussions, we recommended to the Board that
the Company's audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001.
<Table>
/s/ CHARLES B. KAISER, JR., Audit Committee Chair
-------------------------------------------
/s/ R. FRANCIS DIPRETE, Audit Committee Member
-------------------------------------------
/s/ DANIEL J. HASLINGER, Audit Committee Member
-------------------------------------------
</Table>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change and
the cumulative total shareholder return on the Company's shares against the
cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and an
index comprised of Peer Group companies selected by the Company. The Peer Group
consists of five companies considered to be either competitors or similar to the
Company. Upon written request to the Secretary/Treasurer, N-Viro International
Corporation, 3450 West Central Avenue, Suite 328, Toledo, Ohio 43606, the
Company shall provide stockholders with the names of the component issuers. The
data is for the period beginning December 31, 1996, and ending December 31,
2001.
9
The calculation assumes that $100 was invested at the close of business on
December 31, 1996 and all dividends are assumed to be reinvested.
[PERFORMANCE GRAPH]
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/29/00 12/31/01
- ---------------------------------------------------------------------------------------------------
NASDAQ Index 100.0 122.5 172.7 320.8 193.0 153.1
Company 100.0 111.1 61.3 73.8 72.4 40.4
Peer Group 100.0 109.3 125.7 93.8 101.2 87.4
</Table>
Except to the extent the Company specifically incorporates this information
by reference, the foregoing Report of the Compensation Committee and Stock Price
Performance Graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information shall not otherwise be
deemed filed under such Acts.
SECTION 16(A) COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's Directors and
Executive Officers, and persons who own beneficially more than ten percent (10%)
of the shares of common stock of the Company, to file reports of ownership and
changes of ownership with the Securities and Exchange Commission. Copies of all
filed reports are required to be furnished to the Company pursuant to Section
16(a). Based solely on the reports received by the Company and on written
representations from reporting persons, the Company believes that the Directors
and Executive Officers complied with all applicable filing requirements during
the fiscal year ended December 31, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Bobby B. Carroll, a consultant and sales representative to and Director of
the Company, received fees of $60,000 in 2001 for consulting and sales
assistance with the operations of the Company facilities located in Tennessee,
North Carolina and South Carolina. Mr. Carroll is currently under contract with
the Company pursuant to which he will be paid $60,000 per year through 2002. In
addition, Pozzolanic Contracting & Supply Co., a company of which Mr. Carroll is
the controlling shareholder, sells materials to the Company in the ordinary
course of business, the aggregate amount of which was approximately $16,000 in
2001.
10
Dr. Terry J. Logan, Ph.D., the Chief Operating Officer, President and
Director of the Company, is also the controlling shareholder of Logan
Environmental, Inc., an environmental consulting firm which performs
administrative services for the Company, and was paid $12,000 for these services
in 2001 and 2000.
James D. O'Neil, P.E., a Director of the Company from August 1997 until
March 7, 2002, had been retained as an outside engineering consultant to the
Company in 2001 and received consulting fees in the amount of approximately
$38,090 through December 31, 2001.
Michael Nicholson, a Director of the Company, has been employed as
Vice-President of Sales and Marketing of the Company since December, 1996, and
was appointed Senior Vice-President in May, 2000. Prior to that period, Mr.
Nicholson served the Company and the Partnership in various management positions
in sales. For the years ended 2001 and 2000, Mr. Nicholson was paid $90,480 and
$97,305, including bonuses, respectively, from the Company. Mr. Nicholson is the
son of J. Patrick Nicholson, Chairman and Chief Executive Officer of the
Company.
INDEPENDENT AUDITORS
APPOINTMENT OF HAUSSER + TAYLOR, LLP
On November 9, 1999, at a meeting of the Board of Directors, Hausser +
Taylor, LLP, was approved as the Registrant's engaged certifying independent
accountant for the fiscal year ending December 31, 1999.
Hausser + Taylor, LLP has a continuing relationship with American Express
Tax and Business Services Inc. ("TBS") from which it leases auditing staff who
are full time, permanent employees of TBS and through which its partners provide
non-audit services. As a result of this arrangement, Hausser + Taylor, LLP has
no full time employees and therefore, none of the audit services performed were
provided by permanent full-time employees of Hausser + Taylor, LLP. Hausser +
Taylor, LLP manages and supervises the audit and audit staff, and is exclusively
responsible for the opinion rendered in connection with its examination.
AUDIT FEES
Audit services of Hausser + Taylor, LLP for the year ended December 31,
2001 included the audit of the financial statements of the Company included in
the Annual Report to Shareholders for 2001 and services related to quarterly
filings with the Securities and Exchange Commission. Fees for these services
totalled approximately $56,000 and $7,800, respectively, for the year ended
December 31, 2001. There are no existing direct or indirect understandings or
agreements that place a limit on future years' audit fees. The Audit Committee
does not consider the fees charged the Company to be incompatible with
maintaining the independence of Hausser + Taylor, LLP.
ALL OTHER FEES
Hausser + Taylor, LLP also provided consultation and assistance on
accounting related matters for the year ended December 31, 2001. Fees for these
services totalled approximately $2,700 for the year ended December 31, 2001.
There are no existing direct or indirect understandings or agreements that place
a limit on future years' fees for consultation and assistance on accounting
related matters. The Audit Committee does not consider the fees charged the
Company to be incompatible with maintaining the independence of Hausser +
Taylor, LLP.
PROPOSAL 2 -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Hausser + Taylor, LLP served as independent auditors of the
Company for the year ended December 31, 2001 and has been selected by the
Company to serve as its independent auditors for the year ending December 31,
2002. Hausser + Taylor, LLP became the Company's independent auditors on
November 9, 1999, succeeding McGladrey & Pullen, LLP which served as the
Company's independent auditors of the Company since January 10, 1996. Although
the submission of this matter for approval by the stockholders is not legally
required, the Board believes that such submission follows sound business
practice
11
and is in the best interests of the stockholders. If the appointment is not
ratified by the holders of a majority of the shares present in person or by
proxy at the Annual Meeting, the Directors will consider the selection of
another accounting firm. If such a selection were made, it may not become
effective until 2003 because of the difficulty and expense of making such a
substitution. A representative of Hausser + Taylor, LLP, is expected to attend
the Annual Meeting and will be available to respond to appropriate questions.
That representative will have the opportunity to make a statement if they desire
to do so.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE RATIFICATION OF HAUSSER + TAYLOR, LLP. The affirmative vote of the
holders of a majority of shares of common stock present in person or by proxy at
the Annual Meeting will be required for such ratification.
OTHER MATTERS
The Company is not aware of any matters to be presented for action at the
Annual Meeting other than the matters set forth above. If any other matters do
properly come before the meeting or any adjournment thereof, it is intended that
the persons named in the proxy will vote in accordance with their judgment on
such matters.
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
The Board of Directors requests that any shareholder proposals intended for
inclusion in the Company's proxy materials for the 2003 Annual Meeting be
submitted to James K. McHugh, Chief Financial Officer, Treasurer and Corporate
Secretary of the Company, in writing no later than January 10, 2003. Unless the
Company has been given written notice by February 18, 2003 of a shareholder
proposal to be presented at the 2003 Annual Meeting other than by means of
inclusion in the Company's proxy materials for the meeting, persons named in the
proxies solicited by the Board of Directors for the meeting may use their
discretionary voting authority to vote against the proposal.
By the Order of the Board of Directors
/s/ James K. McHugh
JAMES K. MCHUGH
Chief Financial Officer, Secretary and
Treasurer
12
APPENDIX A
N-VIRO INTERNATIONAL CORPORATION
AUDIT COMMITTEE CHARTER
PURPOSE
This Charter has been adopted by the Board of Directors (the "Board") of
N-Viro International Corporation, a Delaware corporation (the "Company"), on
June 5, 2000 for the sole purpose of setting forth the roles and
responsibilities of the Audit Committee (the "Committee") of the Board.
ORGANIZATION AND QUALIFICATION
The Committee shall be composed of not less than three directors, all of
whom shall be designated by the Board from time to time in accordance with the
requirements set forth in this paragraph. Except as otherwise permitted by
applicable laws, rules and regulations and approved by the Board, no director
who is not considered "independent" under the NASDAQ listing standards may be a
member of the Committee and any questions relating to the status of a director
as being "independent" shall be resolved by the Board. Members of the Committee
shall be able to read and understand fundamental financial statements, including
the Company's balance sheet, income statement and cash flow statement. At least
one member of the Committee shall have past employment experience in finance or
accounting, requisite professional certification in accounting or other
comparable experience or background, including a current or past position as a
chief executive or financial officer or other senior officer with financial
oversight responsibilities.
ROLE OF THE COMMITTEE
The Committee shall assist the Board in fulfilling its oversight
responsibilities by monitoring and reviewing the corporate accounting and
reporting practices of the Company.
RESPONSIBILITIES OF THE COMMITTEE
The Committee shall be responsible for obtaining the approval of the Board
of this Charter and to review the Charter at least annually and recommend
changes to it as it shall see fit. Specifically, the Committee shall:
- Recommend to the Directors the independent auditors to be selected or
proposed to the stockholders to audit the financial statements of the
Company and its subsidiaries; provided, however, that the Board is
ultimately responsible for the engagement and evaluation of the
independent auditors and the independent auditors shall be accountable to
the Board and the Committee.
- Discuss with the independent auditors the matters required to be
discussed by SAS 61 (Codification of Statements on Auditing Standards, AU
sec.380), as it may be modified or supplemented, receive, in connection
with any audit by the independent auditors of the financial statements of
the Company, the written disclosures and the letter from the independent
auditors regarding the independent auditors' independence required by
Independence Standards Board Standard No. 1, as it may be modified or
supplemented, and discuss with the independent auditors the independent
auditors' independence.
- Review the quarterly financial statements of the Company and its
subsidiaries with management and the independent auditors prior to the
issuance of a press release of such results or filing of the Form 10-Q.
The Chairman of the Committee may represent the Committee for this
purpose.
- Review the annual financial statements of the Company and its
subsidiaries to be filed on Annual Report Form 10-K with management and
the independent auditors and report the results of the annual audit to
the Board and confirm that the independent auditors are satisfied with
the disclosure and
13
content of the financial statements and the cooperation received from
management during the course of the audit.
- Review with management and the independent auditors any significant
financial reporting issues and practices including any changes in, or
adoptions of, accounting principles and disclosure practices and the
adequacy and effectiveness of the accounting and financial controls of
the Company.
- Investigate any matter brought to the attention of the Committee within
the scope of its duties.
- Provide such reports in the proxy statements of the Company as are
required of the Committee by applicable law or exchange regulation
(including, without limitation, pursuant to Item 7(e)(3) of Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Item 306 of Regulation S-K promulgated under the
Exchange Act).
- Based on its reviews, discussions and other actions taken as described
above, determine whether it shall recommend to the Board that the annual
financial statements for any fiscal year of the Company be included in
the Company's Annual Report on Form 10-K for such fiscal year and
recommend such inclusion if the Committee shall determine to do so.
PROCEDURES
The Committee shall meet in accordance with an established schedule and
special meetings may be called by the Chairman of the Committee or by any two
other members as deemed appropriate by them. The Committee shall meet (a) out of
the presence of management, with the independent auditors on a regular basis,
(b) with representatives of senior management quarterly and (c) with other
employees of the Company as the Committee shall determine in connection with the
Company's performance of its internal audit procedures. In addition, but not in
lieu of any of the meetings described in the immediately preceding sentence, the
Committee may take action through further meetings or through a written consent
in lieu of any special meeting.
A number of members of the Committee equal to at least a majority of the
whole Committee shall constitute a quorum for the transaction of any business by
the Committee, whether at a meeting or by written consent.
The Committee shall report its activities to the full Board whenever the
approval of the Board is required or when Committee members determine that a
matter necessitates deliberation or inquiry by the full Board. In addition, the
Board may call for a report of the Committee at any time, as determined by the
Board.
The Committee shall utilize adequate Company resources to conduct, or have
conducted, such regular and special reviews and examinations as are necessary to
fulfill its responsibilities. Additionally, the Committee may retain special
counsel or experts when the circumstances warrant such actions, after notice to
the Chairman of the Board.
LIMITATIONS ON SCOPE
The Committee members shall serve on the Committee from time to time,
subject to the understanding on their part and the part of Company management
and employees and the independent auditors that:
- The Committee members expect the Company's management and employees and
the independent auditors to cooperate with the Committee and to provide
the Committee with prompt and accurate information so that the committee
can discharge its duties properly.
- To the extent permitted by law, the Committee and the members thereof
shall be entitled to rely on the information and opinions of the persons
and entities noted above in carrying out its responsibilities.
- The Committee members, in agreeing to serve on the Committee, do so in
reliance on, among other things, the indemnification and advancement of
expenses provisions of the Company's Certificate of
14
Incorporation and other applicable indemnification provisions in any
agreement between the Company and any member of the Committee.
- While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty or responsibility of the Committee to plan or
conduct audits or to determine that the Company's financial statements
are true and fair or in accordance with generally accepted accounting
principles as applied in the United States. These are the responsibility
of the independent auditors and the Board, respectively.
- While the Committee is encouraged to act as a link between the
independent auditors, management and the Board, including as a conduit
for the independent auditors and management to raise matters of
importance, which may include items of dispute, and to initiate or
request investigations of matters that it considers necessary or
appropriate to carry out its responsibilities under this Charter, it is
not the duty nor the obligation of the Committee to conduct
investigations, to resolve disputes or disagreements, if any, between
management and the independent auditors or to assure compliance with
applicable laws and/or regulations or the Company's Code of Conduct.
PUBLIC FILING OF CHARTER
To the extent required by the rules and regulations of the Securities and
Exchange Commission (including, without limitation, Item 7(e)(3) of Schedule 14A
promulgated under the Exchange Act), this Charter shall be publicly filed as an
appendix to the proxy statements of the Company with respect to Annual Meetings
of the Stockholders of the Company.
MINUTES
The proceedings and decisions of the Committee shall be recorded in
minutes, which shall be circulated to all members of the Committee for approval
prior to their signature by the Chairman of the Committee and then circulation
to the members of the Board. The Company Secretary shall be the Secretary of the
Committee.
MEMBERS.
As of the date of adoption of this Charter, the members of the Committee
were:
Wallace G. (Jack) Irmscher
Charles B. Kaiser, Jr.
Daniel J. Haslinger
15
N-VIRO INTERNATIONAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders
To Be Held May 9, 2002
Revoking all prior proxies, the undersigned, a stockholder of N-VIRO
INTERNATIONAL CORPORATION (the "Company"), hereby appoints J. Patrick Nicholson,
Terry J. Logan and James K. McHugh, and each of them, attorneys and agents of
the undersigned, with full power of substitution to vote all shares of the
Common Stock, par value $.01 per share (the "Common Stock"), of the undersigned
in the Company at the Annual Meeting of Stockholders of the Company to be held
in the West Point Room of the Toledo Club, 235 14th Street, Toledo, Ohio on May
9, 2002 at 3:00 p.m., local time, and at any adjournment thereof, as fully and
effectively as the undersigned could do if personally present and voting, hereby
approving, ratifying and confirming all that said attorneys and agents or their
substitutes may lawfully do in place of the undersigned as indicated below.
1. Election of Class III FOR all nominees listed below WITHHOLD AUTHORITY
Directors (Except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
Nominees: Wallace G. (Jack) Irmscher, Daniel J. Haslinger and R. Francis DiPrete
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
2. Ratify the appointment of Hausser + Taylor, LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTIONS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE LISTED
NOMINEES AS CLASS III DIRECTORS AND FOR PROPOSAL 2.
Please sign exactly as name appears below.
When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in the full corporation name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
Dated_____________________________, 2002
----------------------------------------
Signature
----------------------------------------
Signature (if held jointly)
[ ] PLEASE CHECK HERE IF YOU PLAN TO
ATTEND THE ANNUAL MEETING