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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): JULY 8, 1997
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 ITEMS
a.) On July 8, 1997, N-Viro International Corporation executed four (4)
agreements, exchanging 136,500 shares of unregistered N-Viro International
Common Stock for debt totaling $409,500, incorporated by reference herein as
Exhibit 2. These share exchange agreements evidence agreements reached by the
Company with such creditors in June of 1997.
b.) On July 17, 1997 the Company entered into a certain Second
Agreement to Settlement Agreement (the "Second Amendment to Settlement Agreement
with Frank Manchak, Jr. and N-Viro Energy Systems, Ltd., an Ohio limited
partnership and an affiliate of the Company and certain other affiliates of the
Company. A copy of the Second Amendment to Settlement Agreement has been
attached hereto as Exhibit 3. The Second Amendment to Settlement Agreement was
executed by the Company in an effort to resolve substantially all of the
remaining outstanding issues with respect to the settlement of that certain
lawsuit entitled FRANK MANCHAK JR., V. N-VIRO ENERGY SYSTEMS,-LTD. that was
filed by Mr. Manchak in the United States District Court of Central District of
California, Case No. CV-93-3042-ABC. This suit, involving a patent infringement
claim against the Company, among others, was settled by the Company in February
of 1995. Pursuant to the terms of the original Settlement Agreement, the Company
agreed to pay Manchak $1.5 million over a period of thirteen months. In April of
1996, the original Settlement Agreement was amended to provide the Company with
more time to settle its monetary obligations to Manchak. This Amendment also
increased the amount owed to Manchak by $300,000.
At the time of execution of the Second Amendment to Settlement Agreement, the
Company's outstanding obligation to Mr. Manchak totaled $410,000. The Second
Amendment to Settlement Agreement provides for the satisfaction of the
Company's remaining obligations through the delivery to Mr. Manchak of up to
250,000 shares of the Company's voting common stock, with par value of $.01 per
share, as well as certain cash payments, all as described in the Second
Amendment to Settlement Agreement, a copy of which is attached hereto as
Exhibit 3.
c.) On July 15, 1997, the City and Count of Honolulu (the "City of
Honolulu) adopted a change order (the "Change Order") amending an agreement
with the Company with respect to the design and construction of a privately
operated wastewater treatment facility in Honolulu, Hawaii. The Company
incurred costs through 1996 for engineering and other work in preparation for
the construction of a privately operated wastewater treatment facility in
Honolulu, Hawaii. However, on October 30, 1996, the site selected for the
construction of this facility was rejected by the mayor of Honolulu. Since that
time, the Company has attempted to collect approximately $860,000 from the City
of Honolulu to compensate the Company for monies directly invested in the
Honolulu project. The Change order amends the City of Honolulu's original
agreement with the Company so as to facilitate (i) the Company's participate in
the design and construction of a wastewater treatment plant at a new site --
selected by the City of Honolulu; (ii) the reimbursment of the Company for
certain costs and expenses incurred by the company during the course of
planning and preparation for the initial site and (iii) the settlement of a
third party claim related to permitting, design and engineering work performed
by the third party in connection with the other site, all as more particularly
described in the Change Order. A copy of the Change Order is attached hereto as
Exhibit 4.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
N-VIRO INTERNATIONAL CORPORATION
Dated: July 17, 1997 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer