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