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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-21054
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: SYNAGRO TECHNOLOGIES, INC. (THE "COMPANY")
Former Name if Applicable: N-VIRO RECOVERY, INC.
16000 STUEBNER AIRLINE, SUITE 420
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Address of Principal Executive Office (Street and Number)
SPRING, TEXAS 77379
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City, State and Zip Code
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PART II--RULES 12B-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) X
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period.
The Company is currently in negotiations with its lender regarding several
covenants in its financial agreements. Those negotiations will take several more
days. Additionally, the Company will have executed a preferred stock offering
agreement effective March 31, 1998, which will result in an increase in its
equity of approximately $3,500,000.
The renegotiation of those covenants will have a material effect on the
short term/long term classification of the Company's debts, and the execution of
the preferred stock offering agreement will be incorporated into the Form 10-K.
Therefore, the Company feels that any disclosure provided prior to the
renegotiation of those covenants and execution of the preferred stock offering
agreement would be incomplete and misleading. The Company anticipates that the
financials should be ready within the next ten days. At that time, the Company
will file the complete Form 10-K for the fiscal year ended December 31, 1997.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
T. William Porter 713 226-0635
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). X Yes No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes No
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If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
SYNAGRO TECHNOLOGIES, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1998 By: /s/ Daniel L. Shook
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Daniel L. Shook, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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