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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 535-6374
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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
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James K. McHugh
Chief Financial Officer
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EXHIBIT 1
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N-VIRO INTERNATIONAL CORPORATION
August 14, 1998 Stock Options Granted pursuant to the N-Viro International Amended and Restated
Stock Option Plan
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Grantee # of Options Granted
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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
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TOTAL 309,000
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EXHIBIT 2
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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
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Relationship to # of Options Date Original Option
Grantor Granted Granted Price
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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
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TOTAL 14,375
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*Stated at a first re-pricing price - option granted May 10, 1994 originally
priced at $22.00.
