-----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, PnUTbQ8c4EYmGyP7lkfoEXjx2uP/w79I3lg3Qv78usOdJAPD8Sd7TX4BK8N3eKh9 sHJhgeu4DUwiCittuvD6lw== 0000950152-98-006969.txt : 19980821 0000950152-98-006969.hdr.sgml : 19980821 ACCESSION NUMBER: 0000950152-98-006969 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980814 ITEM INFORMATION: FILED AS OF DATE: 19980820 SROS: NONE 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: SEC FILE NUMBER: 000-21802 FILM NUMBER: 98694944 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 N-VIRO INTERNATIONAL CORPORATION 1 ================================================================================ - -------------------------------------------------------------------------------- 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): AUGUST 14, 1998 N-VIRO INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 0-21802 34-1741211 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) 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 - -------------------------------------------------------------------------------- ================================================================================ 2 ITEM 5. OTHER ITEMS a.) On August 14, 1998, the Board of Directors ("the Board") and the Compensation Committee of N-Viro International Corporation ("the Company") approved the granting of options to purchase 309,000 shares of N-Viro International Common Stock for $2.3125 per share, to the grantees listed on a schedule incorporated by reference herein as Exhibit 1. The grant price was determined pursuant to Section 2.8 of the Company's Amended and Restated Stock Option Plan, Section 2.8 (a copy of which was filed as Exhibit 4 to the Company's Form 10-Q on May 14, 1998, and is incorporated herein by reference). b.) On August 14, 1998, the Board and the Compensation Committee of the Company adopted a proposal conditionally granting options to purchase common stock of the Company under the Company's 1993 Stock Option Plan (the "1993 Plan") to certain directors and consultants of the Company who held existing options granted in 1994 and 1995 under the Plan to purchase common stock (such existing options are referred to as "Outstanding Options" and the directors and consultants holding them are referred to as "Eligible Option Holders"). The Board conditionally granted to each Eligible Option Holder one new option (a "New Option") corresponding to each outstanding option held by the Eligible Option Holder. Each New Option is an option to purchase that number of shares of common stock of the Company which is equal to the number of shares subject to the Eligible Option Holders corresponding Outstanding Option, at a purchase price of $4.00. Except for the change in the exercise price, each New Option is otherwise subject to the same terms and conditions as the corresponding Outstanding Option; that is, all of the other terms and conditions of the corresponding Outstanding Option, such as the date or dates upon which the Eligible Option Holder may exercise the option and the date upon which the option terminates, are the same for the New Option as they were for the corresponding Outstanding Option. The grant of each New Option to each Eligible Option Holder was conditioned upon the surrender and termination of the corresponding Outstanding Option of the Eligible Option Holder. A schedule is incorporated by reference herein as Exhibit 2. The stated purpose of the 1993 Plan is "to enable (the Company) to attract and retain qualified officers, key employees and non-employee directors and to provide an incentive for such employees and directors to expand and improve the profits and prosperity of (the Company)." The Board and the Compensation Committee approved the repricing of the Outstanding Options because of a belief that the decline in the price of the common stock of the Company that has occurred since 1995 was caused primarily by factors outside the control of the employees of the Company and that, with the majority of the Outstanding Options granted under the 1993 Plan having exercise prices of $6.00 per share or greater, the Outstanding Options did not provide a practical incentive to the Eligible Option Holders. The Board granted the New Options in order to provide what it believes to be a better incentive to current directors and consultants. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. N-VIRO INTERNATIONAL CORPORATION Dated: August 19, 1998 By: /s/ James K. McHugh ------------------- ------------------- James K. McHugh Chief Financial Officer EX-1 2 EXHIBIT 1 1 EXHIBIT 1 --------- N-VIRO INTERNATIONAL CORPORATION August 14, 1998 Stock Options Granted pursuant to the N-Viro International Amended and Restated Stock Option Plan
Grantee # of Options Granted ---------------------------------------------------------------- J. Patrick Nicholson 50,000 Logan Environmental 50,000 Michael G. Nicholson 35,000 James K. McHugh 25,000 James D. O'Neil 25,000 Jeffrey T. Stein 25,000 Cindy L. Drill 12,000 Marc C. Nusser 12,000 Timothy J. Nicholson 12,000 Tricia L. Bacon 8,000 Brian K. Ball 6,000 Peggy S. Harris 6,000 Randy J. Hoffman 6,000 Christine M. Mehling 8,000 David A. Thayer 6,000 Ellen R. Vermilyea 8,000 Bobby B. Carroll 2,500 B.K. Wesley Copeland 2,500 Wallace G. Irmscher 2,500 Charles Kaiser 2,500 Frederick H. Kurtz 2,500 Terry J. Logan 2,500 -------------------------- TOTAL 309,000 ==========================
EX-2 3 EXHIBIT 2 1 EXHIBIT 2 --------- N-VIRO INTERNATIONAL CORPORATION August 14, 1998 Re-pricing of Stock Options Granted in 1994 and 1995 pursuant to the N-Viro International Corporation 1993 Stock Option Plan
Relationship to # of Options Date Original Option Grantor Granted Granted Price ---------------------------------------------------------------------------- Terry J. Logan Director 500 May 10, 1994 *$6.00 Charles Kaiser Director 500 May 10, 1994 *$6.00 Sally J. Robinson Consultant 7,500 May 31, 1995 $6.00 Terry J. Logan Director 500 May 31, 1995 $6.00 Charles Kaiser Director 1,250 May 31, 1995 $6.00 June Taylor Consultant 2,500 May 31, 1995 $6.00 Wallace G. Irmscher Director 1,125 Feb. 24, 1995 $8.00 Wallace G. Irmscher Director 500 May 31, 1995 $6.00 ------------------ TOTAL 14,375 ==================
*Stated at a first re-pricing price - option granted May 10, 1994 originally priced at $22.00. -----END PRIVACY-ENHANCED MESSAGE-----