N-VIRO INTERNATIONAL CORP
8-K, 1999-12-06
PATENT OWNERS & LESSORS
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                                  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): NOVEMBER 22, 1999


                        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



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ITEM 5.       OTHER EVENTS

              On November 22, 1999, the Registrant received a letter dated
              November 17, 1999 from Frederick H. Kurtz stating that Mr. Kurtz,
              a Class III member of the Board of Directors, was resigning his
              position on the Board. The letter is attached hereto as Exhibit
              99.1 and is incorporated by reference herein.

              Mr. Kurtz's resignation was the result of a potential conflict of
              interest and not the result of a disagreement with the Registrant
              on any matter relating to the Registrant's operations, policies
              or practices.


                                    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:      December 2, 1999               By:      /s/ James K. McHugh
       -------------------------                 -----------------------------
                                                   James K. McHugh
                                                   Chief Financial Officer



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                                                                    EXHIBIT 99.1


                                  PARCOR, INC.
                             MANAGEMENT CONSULTANTS

FREDERICK H. KURTZ, P.E.                                     777 WASHINGTON ROAD
                                                               PARLIN, NJ  08859
                                                               TEL: 732-390-7979
                                                               FAX: 732-390-5685


November 17, 1999


Mr. Patrick Nicholson, CEO
N-Viro International Corporation
3450 W. Central Avenue
Suite 328
Toledo, Ohio 43606

Dear Pat:

The situation involving Millard's work at the MCUA has placed me in a very
uncomfortable position. I introduced Robin to Middlesex because of the problems
they are experiencing and without any thought to a potential conflict with the
interests of NVIC. Now, there is a major problem and I seem to be the cause and
in the middle.

Rather than continue in this personally stressful environment, I am resigning my
position as a director of NVIC effective immediately.

I have enjoyed working with you over these past years and will continue to
promote the N-Viro technology wherever appropriate.

                                                Sincerely,



                                                Frederick H. Kurtz

   FHK/bpc
   cc:   Terry Logan, PhD.



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