-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVvwNDB1AuwrJmF1iCPED2cyigOybvec6x30qsrMLLf+7GYUhjP/ciAKdUQQC5Zz 2d3R2cGNRZjquPxE/O5I0w== 0000904896-04-000061.txt : 20041001 0000904896-04-000061.hdr.sgml : 20041001 20041001153343 ACCESSION NUMBER: 0000904896-04-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040927 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041001 DATE AS OF CHANGE: 20041001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: N-VIRO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000904896 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 341741211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21802 FILM NUMBER: 041058496 BUSINESS ADDRESS: STREET 1: 3450 W CENTRAL AVE STREET 2: STE 328 CITY: TOLEDO STATE: OH ZIP: 43606 BUSINESS PHONE: 4195356374 MAIL ADDRESS: STREET 1: 3450 WEST CENTRAL AVENUE SUITE 328 CITY: TOLEDO STATE: OH ZIP: 43606 8-K 1 doc1.txt 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 27, 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 On September 27, 2004, N-Viro International Corporation executed a Memorandum of Employment with Daniel J. Haslinger. Mr. Haslinger is now employed by the Company as Manager, and is a member of the Company's Board of Directors. The Company and Mr. Haslinger agreed primarily to enter into an employment arrangement which is terminable "at will" for $1,500 per month, retroactive to August 16, 2004. The Memorandum and exhibit has been attached to this filing as Exhibit 10.1. Also on September 27, 2004, N-Viro International Corporation executed a Storage Site Agreement with MicroMacro Integrated Technologies, Inc. ("MMIT") and Daniel J. and Rebecca S. Haslinger (the "Haslingers"), dated September 27, 2004. MMIT is a company owned by Mr. Haslinger. Rebecca S. Haslinger is Mr. Haslinger's wife. The Company, MMIT and the Haslingers agreed primarily to enter into an agreement to utilize property to transfer material produced at the Company's Toledo Bayview wastewater treatment facility for $5,000 per month, retroactive to August 16, 2004. The Agreement and exhibit has been attached to this filing as Exhibit 10.2. Item 9.01 - Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 10.1 Memorandum of Employment, executed September 27, 2004. 10.2 Storage Site Agreement, executed September 27, 2004. 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: October 1, 2004 By: /s/ James K. McHugh ----------------- ----------------------- James K. McHugh Chief Financial Officer EX-10.1 2 doc2.txt Exhibit10.1 ----------- Memorandum of Employment
Employee: Daniel J. Haslinger Employer: N-VIRO International Corporation Effective Date: August 16, 2004 Salary: $1,500.00 per month to be paid twice a month. Fringe Benefits: Employee waives all N-VIRO salaried employee fringe benefits. Expenses: Employee shall be reimbursed up to $500.00 per month for reasonable expenses incurred in the Toledo area as part of employee's duties. Duties: Management of the N-VIRO Toledo Bayview Wastewater Treatment Facility. Employee shall report to Phillip Levin, CEO. Employee's duties shall also include management of N-VIRO material disposition from the Facility. Title: Manager Term: This employment agreement is terminable "at will" by either party without cause and without notice. Bonus: In the event that this employment agreement is in effect as of July 20, 2005, then the employee shall be entitled to the bonus incentive compensation described in attached Exhibit A.
/s/ Phillip Levin ------------------- N-VIRO International Corporation By: Phillip Levin, Chairman and CEO /s/ Daniel Haslinger ---------------------- Daniel J. Haslinger Exhibit A Bonus: In the event that this employment agreement (or a modified version) is in effect as of July 20, 2005, then employee shall be entitled to a bonus equal to 10% of the cost savings incurred in Facility product distribution costs for the period of August 1, 2004 thru July 31, 2005, as compared to the previous period of August 1, 2003 thru July 31, 2004. Product distribution costs shall be calculated by adding product distribution trucking costs and deducting associated product revenue, as calculated by N-VIRO's CFO. EX-10.2 3 doc3.txt Exhibit 10.2 ----------- Storage Site Agreement This Agreement is made this 27th day of September 2004 by and Between N-VIRO International Corporation ("N-VIRO"), MicroMacro Integrated Technologies, Inc. ("MMIT") and Daniel J. and Rebecca S. Haslinger ("Landowners"). In consideration of the mutual premises, covenants, conditions and terms to be kept and performed, it is agreed by the parties as follows: 1. Effective Date. The effective date of this agreement is August 16, 2004. -------------- 2. Term. This agreement is terminable "at will" by any of the parties ---- without cause and without notice. 3. Site Location. The site location ("site') is approximately 35 acres -------------- situated near the intersection of Route 6 and Route 23 in Madison Township, Sandusky, Ohio, as set forth more fully in attached Exhibit A. 4. Disposition of N-VIRO material. During the term of this agreement N-VIRO ------------------------------- shall have the right to deliver to the site N-VIRO material manufactured at the N-VIRO Toledo Bayview Wastewater Treatment Facility. All delivered N-VIRO material shall be F.O.B. the site and all delivery costs shall be the responsibility of N-VIRO. It is the understanding of the parties that the site will be a back-up contingent facility to be used in the event that other traditional disposition outlets are not available to N-VIRO, or are not practicable. 5. Transfer of Title. Upon delivery to the site, the N-VIRO material shall ------------------- become the property of the Landlords and title to the N-VIRO material shall pass to the Landlords, unless such material is subsequently determined to be not in compliance with the standards set forth in Paragraph 6., herein, in which case title to the non-compliant N-VIRO material shall remain with N-VIRO. 6. Material Standards. N-VIRO represents and warrants that the delivered -------------------- N-VIRO material will comply with the USEPA EQS standards as identified in 40CFR. Part 503, Pathogens, 503.32(a)(4), Alternative #2 and Vector Attraction Reduction, 503.33 (b)(6), and Table 3 Metal Limits. MMIT and/or Landlords shall have the right to reject any N-VIRO material delivery that they, in good faith, do not believe complies with the above standards. 7. Site Compliance. Landlords and MMIT agree to comply with current Ohio ----------------- EPA Biosolids Management Guidelines pertaining to N-VIRO material that may be stored on the site. Landlords agree to promptly apply for a long term storage site permit from the Northwest District of the Ohio EPA. Logan Environmental, Inc. shall be engaged to complete and file the permit application and all costs associated with obtaining the permit shall be the responsibility of N-VIRO. 8. Payment. N-VIRO agrees to pay to MMIT the sum of $5,000.00 per month for ------- its services with regard to facilitation of the site. Landlords agree to the payment of said sum to MMIT and further agree that in consideration of the receipt of title to the N-VIRO material, no other payment or consideration is owed to them pursuant to this agreement. /s/ Phillip Levin -------------------- N-VIRO International Corporation By: Phillip Levin, Chairman and CEO /s/ Daniel J. Haslinger --------------------------- MMIT By: Daniel J. Haslinger, President /s/ Daniel J. Haslinger --------------------------- Daniel J. Haslinger /s/ Rebecca S. Haslinger ---------------------------- Rebecca S. Haslinger Exhibit A [photocopy of First Half 2003 Sandusky County, Ohio real estate tax bill of Daniel J. + Rebecca S. Haslinger] The following described real estate, to wit: Situate in the County of Sandusky in the State of Ohio, in the Township of Madison, and bounded and described as follows, to wit: the West half of the North east quarter of Section 31, in Township 5 North of Range 13 in the District of Lands subject to sale at Bucyrus, Ohio, containing eighty acres, Likewise the Southeast quarter of the Northeast quarter of Section 31, in Township 5 North of Range 13 in the District of Lands subject to sale at Bucyrus, Ohio, containing forty acres, both lots containing one hundred and twenty acres, according to the General Land Office by the Conveyor General, which said tracts or lots of land had been purchased by the said Daniel Forbes, granted and warranted to him by patent deed executed at the City of Washington the thirtieth day of December in the year of our Lord one thousand eight hundred and thirty five. -----END PRIVACY-ENHANCED MESSAGE-----