-----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, NsyT0WTPhR2BgnEIJiw8Odm5fT8s5952w8gmj82JQeGLxxWLRpPhT2IFRmLdBYXV OV4b8wumcD7OmSmwi6dl7g== 0000904896-10-000058.txt : 20100709 0000904896-10-000058.hdr.sgml : 20100709 20100709091335 ACCESSION NUMBER: 0000904896-10-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100709 DATE AS OF CHANGE: 20100709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: N-VIRO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000904896 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] 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: 10945408 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 form8kvcenergyagree7110.txt FORM 8-K - VC ENERGY AGREEMENT 7-1-10 __________________________________________________________________ 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 1, 2010 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 July 1, 2010, N-Viro International Corporation, or the Company, executed a Purchase Agreement, License and Development Agreement and Registration Rights Agreement (the "Agreements"), all effective June 29, 2010, with VC Energy I, LLC of Las Vegas, NV, or VC Energy. The Company has contracted and granted a license to VC Energy to develop and build facilities incorporating the N-Viro Process within certain geographical areas for a period of five years, subject to certain provisions, including the prospective payment by VC Energy of certain royalties to the Company upon completion and operation of a facility. Concurrently, the Company sold VC Energy 200,000 shares of the Company's unregistered common stock at a price of $2.50 per share, issued VC Energy 200,000 warrants exercisable at $2.75 per share, and also granted VC Energy an option to acquire another 400,000 shares of the Company's unregistered common stock at a price of $2.50 per share. The shares were issued in a private transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D . On July 7, 2010, the Company issued a press release regarding the Agreements. The release has been attached as Exhibit 99.1 to this Form 8-K. Concurrent with the Agreements, the Company will pay Burnham Hill Partners LLC ("BHP"), New York, NY, a placement fee which includes cash, shares of the Company's unregistered common stock and warrants to acquire the Company's unregistered common stock. The shares will be issued in a private transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933. ITEM 3.02 UNREGISTERED SHARES OF EQUITY SECURITIES To the extent required by Item 3.02 of Form 8-K, the information contained in or incorporated by reference into Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated July 7, 2010 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: July 9, 2010 By: /s/ James K. McHugh ------------ -------------------- James K. McHugh Chief Financial Officer EX-99.1 2 form8kvcenergyexhibit991.txt FORM 8-K - VC ENERGY AGREEMENT 7-1-10 - EXHIBIT 99.1 Exhibit 99.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE For More Information Contact: Timothy Kasmoch, CEO info@nviro.com (419) 535-6374 -------------- N-Viro International Corporation Completes Equity Funding and Development Agreements TOLEDO, OHIO, July 7, 2010 - N-Viro International Corporation (OTC Bulletin Board: NVIC.OB) ("N-Viro"), an environmental technology company that markets an alternative fuel manufacturing technology and agricultural products, announced today it has secured equity funding and has entered into development agreements for the establishment of the first full-scale N-Viro Fuel tm facilities. Under the terms of a purchase agreement, VC Energy I, LLC ("VC Energy") and N-Viro International Corporation have completed an initial 200,000 share placement of N-Viro common stock at the purchase price of $2.50 per share. Simultaneously with the share purchase, VC Energy also received warrants to purchase N-Viro common stock. On or before September 15, 2010, VC Energy has the option to purchase an additional 400,000 shares under the same terms as the initial closing. Contemporaneous with the initial placement, N-Viro and VC Energy have also entered into a development agreement that provides the mechanism for the two companies to work together to rapidly develop the first N-Viro Fuel facility. Additionally, this agreement provides VC Energy, in conjunction with N-Viro, the exclusive ability to mutually develop the N-Viro Fuel technology in specific territories, both domestically and internationally. The proceeds from VC Energy to N-Viro International Corporation for the initial closing are allocated for N-Viro's full scale N-Viro Fuel mobile test facility. N-Viro believes this project will be in operation by the end of the third quarter of 2010. This facility will produce significant quantities of N-Viro Fuel specifically to perform trial test burns and provide further analytical data regarding the N-Viro Fuel process. N-Viro President and Chief Executive Officer Timothy R. Kasmoch commented, "We are very excited to be able to work closely with VC Energy. Their experience in the development of facilities coupled with the exciting prospects of N-Viro Fuel will solidify our ability to move forward and rapidly develop multiple projects. We anticipate this new relationship will succeed through vigorous development and future growth." "We have spent the past few years searching for a partner who can fulfill our capital needs and take an active role in the development and growth of N-Viro. Today, we believe we have found such a partner and look forward to a long and beneficial relationship", Mr. Kasmoch concluded. About N-Viro International (www.nviro.com) - --------------------------------------------- N-Viro International is an environmental and materials operating company that owns patented technologies to convert various types of waste into beneficial alternative fuel products, including the renewable biofuel N-Viro Fuel tm and N-Viro Soil tm.. Its renewable biofuel technology, N-Viro Fuel , has received alternative energy status from the U.S. Environmental Protection Agency, which qualifies the technology for renewable energy incentives. N-Viro International operates processing facilities independently as well as in partnership with municipalities. N-Viro maintains a web site at www.nviro.com, where interested parties can ------------- follow the progress of the Company. N-Viro will continue to routinely post press releases on the site and encourages stockholders and interested parties to monitor the site on a regular basis. Special Cautionary Note Regarding Forward-Looking Statements - ----------------------------------------------------------------- The Company cautions that words used in this document such as "expects," "hopes", "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 differ materially from those described herein. For example, while the Company expects business expansion projects to begin in an estimated time frame, such expectations are subject to adverse economic conditions and other factors outside of the Company's control. Further, the Company's ability to increase capabilities and expand capacity is subject to the ability of the Company or its partners to access sufficient capital to pay for this expansion, which will further depend on, among other factors, market acceptance. The Company's ability to achieve profitability of these projects could be negatively impacted if there is a lack of an adequate supply of waste or expenses increase above the Company's expectations - including fuel and transportation costs, labor costs and costs relating to the treatment and processing of the biosolids and creation of the N-Viro Soil or N-Viro Fuel. In addition, while the Company believes that trends in "greener" energy solutions 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 products and other alternative energy source. All of these factors, and other factors, will affect the profitability of the Company. 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-K for the year ended December 31, 2009 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-----