-----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, WbuiGK+qiKqUKZcsmg3LWpGpuSw0jcLqaQtp68Lee453SY9SM5ZR7h73o5T2oPSr El2Y5Sy3VSNBNOeceFMwDA== 0000904896-04-000117.txt : 20041227 0000904896-04-000117.hdr.sgml : 20041224 20041227152227 ACCESSION NUMBER: 0000904896-04-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041221 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041227 DATE AS OF CHANGE: 20041227 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: 041226384 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): DECEMBER 21, 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 5.02(c) Election of Officers At a meeting of the Board of Directors on December 21, 2004, the Company appointed Daniel J. Haslinger as its President and Chief Executive Officer, effective January 1, 2005. Mr. Haslinger has been a member of the Board of Directors since May 1999, and began employment with the Company on September 27, 2004 under a memorandum of employment, as filed as an exhibit to a Form 8-K filed October 1, 2004. Mr. Haslinger is also Chief Executive Officer and owner of Micro Macro Integrated Technologies, and co-owner of WJZE 97.3FM RASP Broadcast Enterprises, Inc., both local companies. Mr. Haslinger is also a member of N-Viro Filipino, LLC, an international licensee of the Company, and holds no other directorships or officer positions in other reporting companies, nor is related to any other directors or officers. The Company issued a related press release on December 27, 2004, announcing Mr. Haslinger's appointment, which has been attached to this filing as Exhibit 10.1. Item 9.01 - Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ------------ ----------- 10.1 Press Release dated December 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: December 27, 2004 By: /s/ James K. McHugh James K. McHugh Chief Financial Officer EX-10.1 2 doc2.txt Exhibit 10.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE For More Information Contact: Phil Levin, Chairman of the Board (419) 535-6374 N-VIRO ANNOUNCES ELECTION OF DANIEL HASLINGER AS PRESIDENT AND CEO AND CHANGES TO ITS BOARD Toledo, Ohio, December 27, 2004 - N-Viro International Corp. (OTC BB/NVIC.OB) announced the election by its Board of Mr. Daniel J. Haslinger as President and Chief Operating Officer (CEO) of the Company, effective January 1, 2005. Mr. Phil Levin, past President and CEO, will continue as Chairman of the Board. Mr. Haslinger, a prominent Toledo businessman, has served on the Board since 1999 and formerly chaired the Audit Committee, among other Board duties. Mr. Haslinger was founder and owner of Micro Macro Integrated Systems Corporation, an early innovator in computer-aided process control technology. Mr. Haslinger sold Micro Macro to Science Applications International Corporation in 1990. Mr. Haslinger is also co-owner of the Toledo FM radio station Fox 97.3. N-Viro also announced the election of Mr. Carl Richard to the Board. Mr. Richard is Vice-President and co-owner of PR Transportation, a Toledo-based business, and is a significant and long-time investor in N-Viro. With the prior election of Mr. Joe Scheib, an accountant and chair of the Audit Committee, the Company's Board is now fully in compliance with Sarbanes-Oxley requirements for independent and qualified directors. President Haslinger stated, "Coming from a farm background and then moving into the world of technology, I have always admired N-Viro's vision of using technology to transform society's by-products into agricultural resources. I believe I can use my business development background to move the Company forward during this period of significant change for us." Chairman Levin also noted the importance of having an independent Board with significant successful business experience. About N-Viro - ------------- N-Viro International Corporation develops and licenses its technology to municipalities and private companies. N-Viro's patented processes use lime and/or mineral-rich, combustion byproducts to treat, pasteurize, immobilize and convert wastewater sludge and other bio-organic wastes into biomineral agricultural and soil-enrichment products with real market value. More information about N-Viro International can be obtained by contacting the office or on the Internet at www.nviro.com or by e-mail inquiry to info@nviro.com. ------------- -------------- The Company cautions that words used in this document such as "expects," "anticipates," "believes" and "may," as well as similar words and expressions used herein, identify and refer to statements describing events that may or may not occur in the future. These forward-looking statements and the matters to which they refer are subject to considerable uncertainty that may cause actual results to be materially different from those described herein. For example, while the Company believes that trends in sludge treatment are moving in favor of the Company's technology, such trends may not continue or may never result in increased sales or profits to the Company because of the availability of competing processes. Additional information about these and other factors that may adversely affect these forward-looking statements are contained in the Company's reports and filings with the Securities and Exchange Commission. - 30 - -----END PRIVACY-ENHANCED MESSAGE-----