-----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, VVTsO/egaMFDaJyop96U0jE8uJyzquwJ5c5zWHfvI/ZeSByzIGLULSe7wOfh4q3Q UhZu5kopC4DPCsT7cp1A9w== 0000904896-08-000071.txt : 20081210 0000904896-08-000071.hdr.sgml : 20081210 20081210120132 ACCESSION NUMBER: 0000904896-08-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081210 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081210 DATE AS OF CHANGE: 20081210 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: 081240280 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 form8ktoho2ndpopr.txt FORM 8-K - PRESS RELEASE ON 2ND TOHO PO __________________________________________________________________ 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 10, 2008 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) (IRS Employer Incorporation or Organization) 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 December 10, 2008, N-Viro International Corporation issued a press release regarding an additional purchase order received from the Tohopekaliga Water Authority, Kissimmee, Florida, for the treatment of biosolids services to be provided by the Company's wholly-owned subsidiaries, Florida N-Viro and Bio Mineral Transportation. The press release is attached as Exhibit 99.1 and is incorporated by reference into this item. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- -------------------------------------- 99.1 Press Release dated December 10, 2008. The information in this Form 8-K, and the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 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 10, 2008 By: /s/ James K. McHugh ----------------- -------------------- James K. McHugh Chief Financial Officer EX-99.1 2 form8kexhibit991.txt FORM 8-K - PRESS RELEASE ON 2ND TOHO PO - EXHIBIT 99.1 Exhibit 99.1 ------------ Contact: Porter, LeVay & Rose, Inc. FOR IMMEDIATE RELEASE (212) 564-4700 December 10, 2008 N-VIRO INTERNATIONAL CORPORATION RECEIVES SECOND PURCHASE ORDER FROM TOHOPEKALIGA WATER AUTHORITY VALUED AT $1 MILLION TOLEDO, OH, December 10, 2008 -- N-Viro International Corporation, (OTC BB: NVIC.OB), an environmental and materials operating company that owns patented technologies to convert various types of waste into beneficial reuse products, including N-Viro Soil and the renewable biofuel N-Viro Fuel , has received an additional purchase order from the Tohopekaliga Water Authority ("TWA"). The one-year agreement, valued at nearly $1 million, is an extension of the agreement signed in June 2008 and provides for N-Viro's wholly-owned subsidiaries, Florida N-Viro, LP and Bio Mineral Transportation, LLC, to transport and process biosolids from TWA. Since June, N-Viro has transported product from TWA's South Bermuda Water Reclamation Facility to its N-Viro facility in Daytona Beach, Florida, and has processed the biosolids to achieve Class AA standards as required by Florida regulations. The end product, which is safe and easy to use, has been sold locally as N-Viro Soil. Including TWA, N-Viro's Daytona Beach facility services 12 municipalities and processes approximately 350 tons of biosolids per day, about half of the facility's capacity. Timothy Kasmoch, CEO and President of N-Viro International said, "The signing of the new purchase order and extension of our agreement with TWA underscores the success that we have had since we began working together back in June. As a result of our strengthened relationship with TWA, we are able to explore with them additional opportunities that utilize the implementation of our new technologies." Mr. Kasmoch concluded, "With the recent transformation of our business model to that of an operating company, our team continues to explore relationships with new customers - both municipalities as well as private companies - to provide cost-effective solutions to convert various types of waste into beneficial reuse products." About NVIC - ----------- 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. - -------------- Special Cautionary Note Regarding Forward-Looking Statements - ----------------------------------------------------------------- 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 expects to achieve certain revenues, actual results will depend on, among other things, the amount of biosolids produced for treatment. Further, the success and profitability of the project would depend on the actual revenues and expenses of the Company, which may differ from the Company's estimates. Factors that may cause expenses to differ from the Company's expectations include, fuel and transportation costs, labor costs and costs relating to the treatment and processing of the biosolids and creation of the N-Viro Soil. In addition, 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. All of these factors, and other factors, will affect the viability and profitability of the development, construction and operation of new facilities utilizing the Company's technologies. Additional information about these and other factors that may adversely affect these forward-looking statements are contained in the Company's reports, including its Annual Report on Form 10-KSB, and other filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. -----END PRIVACY-ENHANCED MESSAGE-----