<PAGE> 1
As filed with the Securities and Exchange Commission on May 9, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
N-VIRO INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 34-1741211
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3450 Central Avenue, Suite 328
Toledo, Ohio 43606
Telephone: 419-535-6374
(Address and telephone number of principal executive offices)
AMENDED AND RESTATED N-VIRO INTERNATIONAL CORPORATION STOCK OPTION PLAN
(Full Title of Plan)
J. Patrick Nicholson Copy to:
Chairman of the Board, CEO James F. White, Jr., Esq.
and President Shumaker, Loop & Kendrick, LLP
N-Viro International Corporation North Courthouse Square
3450 Central Avenue, Suite 328 Toledo, Ohio 43624
Toledo, Ohio 43606 (419) 241-9000
(419) 535-6374
(Name, Address and Telephone Number
of Agent for Service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
==========================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE* PRICE* REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 600,000 shares $4.8125 $2,887,500 $852
==========================================================================================================
</TABLE>
* Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based on the average of the high and low prices for the
Registrant's Common Stock reported on the Nasdaq Smallcap Stock Market on May 4,
2000.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by N-Viro International
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1999.
2. The description of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), contained in the Registration Statement on Form 8-A
of the Company filed pursuant to Section 12 of the Exchange Act, including
all amendments and reports updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part of this Registration Statement from the date of
filing of each such document.
Any statement contained herein, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded to the extent that a statement contained herein, or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein, as the case may be, modifies or supersedes such document. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered under this
Registration Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Company's legal counsel, Shumaker, Loop & Kendrick, LLP, of
Toledo, Ohio, is giving the Company an opinion upon the legality of the issuance
of the shares of Common Stock being offered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Company's Certificate of Incorporation provides
that the Company shall, to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law ("DGCL"), as the same may be amended and
supplemented, indemnify each director and officer of the Company from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said Section and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled to under any bylaw, agreement, vote of stockholders, vote of
disinterest directors or otherwise, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such persons and the Corporation may purchase
and maintain insurance on behalf of any director or officer to the extent
permitted by Section 145 of the DGCL.
The Company's By-Laws (the "By-Laws") provide that the Company shall
indemnify, to the extent permitted by the DGCL, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Company, or is or was serving at the request of the Company as a director,
officer, employee, trustee, partner or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees), judgements, fines, and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding.
II-1
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration
Statement:
EXHIBIT NO. EXHIBIT
----------- -------
3.1 Certificate of Incorporation of the Company (previously
filed as Exhibit 3.1 to the Company's Registration Statement
on Form S-1, Reg. No. 33-62766).*
3.2 By-Laws of the Company (previously filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-1, Reg.
No. 33-62766).*
4.1 Amended and Restated N-Viro International Corporation Stock
Option Plan (previously filed as Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).*
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the
legality of the securities being registered.
23.1 Consent of Hausser + Taylor, LLP, independent auditors.
23.2 Consent of McGladrey & Pullen, LLP, independent auditors.
23.3 The consent of Shumaker, Loop & Kendrick, LLP, to the use of
their opinion as an exhibit to this Registration Statement
is included in their opinion filed herewith as Exhibit 5.1.
24.1 Powers of Attorney
* Previously filed with the Commission and incorporated herein by reference.
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report on Form 10-K pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Company hereby undertakes to deliver or cause to be
delivered with the Prospectus to each Director to whom the Prospectus is sent or
given, a copy of the Company's Annual Report to Stockholders for its last fiscal
year, unless such Director otherwise has received a copy of such Annual Report,
in which case the Company shall state in the Prospectus that it will promptly
furnish, without charge, a copy of such Annual Report on written request of the
Director. If the last fiscal year of the Company has ended within 120 days prior
to the use of the Prospectus, the Annual Report of the Company for the preceding
fiscal year may be so delivered, but within such 120 day period the Annual
Report for the last fiscal year will be furnished to each such Director.
The Company also undertakes to deliver or cause to be delivered to all
Directors participating in the Company's Stock Plan for Non-Employee Directors
who do not otherwise receive such material, copies of all reports to
stockholders, proxy statements and other communications distributed to its
security holders generally, such material to be sent or delivered no later than
the time it is sent to security holders.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described in Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on this 8th day of May, 2000.
N-VIRO INTERNATIONAL CORPORATION
By: /s/ J. Patrick Nicholson
------------------------
J. Patrick Nicholson
Chairman of the Board, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons (or
by their designated attorney-in-fact) in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ J. Patrick Nicholson Chairman of the Board, May 8, 2000
- ------------------------------ Chief Executive
J. Patrick Nicholson Officer and Director
/s/ Terry J. Logan President, Chief Operating May 8, 2000
- ------------------------------ Officer and Director
Terry J. Logan, Ph. D.
/s/ James K. McHugh Chief Financial Officer, Secretary May 8, 2000
- ------------------------------ and Treasurer
James K. McHugh
Director May 8, 2000
- ------------------------------
Bobby B. Carroll*
Director May 8, 2000
- ------------------------------
B.K. Wesley Copeland*
Director May 8, 2000
- ------------------------------
Daniel J. Haslinger*
Director May 8, 2000
- ------------------------------
Wallace G. Irmscher*
Director May 8, 2000
- ------------------------------
Charles B. Kaiser, Jr.*
Director May 8, 2000
- -------------------------------
Michael G. Nicholson*
Director May 8, 2000
- -------------------------------
James D. O'Neil*
*By: /s/ James K. McHugh
---------------------------------
James K. McHugh, Attorney-in-Fact
II-4
<PAGE> 6
EXHIBIT INDEX
The following exhibits are filed herewith as part of this
registration statement:
EXHIBIT NO. EXHIBIT PAGE
- ---------- ------- ----
3.1 Certificate of Incorporation of the Company (previously
filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, Reg. No. 33-62766).*
3.2 By-Laws of the Company (previously filed as Exhibit 3.2
to the Company's Registration Statement on Form S-1,
Reg. No. 33-62766).*
4.1 Amended and Restated N-Viro International Corporation
Stock Option Plan (previously filed as Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998).*
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the
legality of the securities being registered.
23.1 Consent of Hausser + Taylor, LLP, independent auditors.
23.2 Consent of McGladrey & Pullen, LLP, independent auditors.
23.3 The consent of Shumaker, Loop & Kendrick, LLP, to the use
of their opinion as an exhibit to this Registration
Statement is included in their opinion filed herewith as
Exhibit 5.1.
24.1 Powers of Attorney
* Previously filed with the Commission and incorporated herein by reference.
II-5
<PAGE> 1
EXHIBIT 5.1
May 8, 2000
J. Patrick Nicholson
Chairman of the Board, CEO and President
N-Viro International Corporation
3450 Central Ave., Suite 328
Toledo, Ohio 43606
Re: Registration Statement on Form S-8 for the N-Viro
International Corporation Stock Option Plan
Sir or Madam:
We have acted as counsel to N-Viro International Corporation (the
"Company") in connection with the preparation and filing of its Registration
Statement on Form S-8 with the Securities and Exchange Commission pursuant to
the requirements of the Securities Act of 1933, as amended, for the registration
of an aggregate of 600,000 shares of the common stock of the Company, par value
$.01 per share (the "Shares"), issuable to eligible officers, key employees and
directors of the Company upon the exercise of stock options or as other awards
granted under the Company's Stock Option Plan (the "Plan").
In connection with the following opinion, we have examined and have
relied upon such documents, records, certificates, statements and instruments as
we have deemed necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when
issued and sold to eligible officers, key employees and directors pursuant to
valid exercises of stock options granted under the Plan, as well as any Shares
issued as restricted stock awards when issued in a manner consistent with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
The undersigned hereby consents to the filing this opinion as
Exhibit 5.1 to the Registration Statement on Form S-8 and to the use of its name
in the Registration Statement.
Very truly yours,
/s/ SHUMAKER, LOOP & KENDRICK, LLP
----------------------------------
SHUMAKER, LOOP & KENDRICK, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-_____) and in the related Prospectus of our
report, dated March 3, 2000 except for Note 11, dated April 3, 2000, with
respect to the consolidated financial statements and schedule of N-Viro
International Corporation, Inc. included in this Annual Report on Form 10-K for
the year ended December 31, 1999
/s/ HAUSSER + TAYLOR, LLP
----------------------------
HAUSSER + TAYLOR, LLP
Cleveland, Ohio
May 8, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
Statement on Form S-8 (File No. 333-______) and in the related prospectus of our
report, dated March 5, 1999, with respect to the consolidated financial
statements and schedule of N-Viro International Corporation Inc. included in
this Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ McGLADREY & PULLEN, LLP
---------------------------
McGLADREY & PULLEN, LLP
Elkhart, Indiana
April 15, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Chairman of the Board, Chief Executive Officer and President of
the Company, to sign such Form S-8 and any and all amendments thereto, and to
file such Form S-8 and each such amendment so signed, with all exhibits thereto,
and any and all other documents in connection therewith, hereby granting unto
said attorney-in-fact and agent full power and authority to do and perform any
and all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ J. Patrick Nicholson
------------------------
J. Patrick Nicholson
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ Wallace G. Irmscher
-----------------------
Wallace G. Irmscher
<PAGE> 3
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ B.K. Wesley Copeland
------------------------
B.K. Wesley Copeland
<PAGE> 4
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ James D. O'Neil
-------------------
James D. O'Neil
<PAGE> 5
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a
Director of N-Viro International Corporation (the "Company"), a Delaware
corporation that is filing a Registration Statement on Form S-8 ("Form S-8")
with the Securities and Exchange Commission under the provisions of the
Securities and Exchange Act of 1934, as amended, hereby constitutes and appoints
James K. McHugh his true and lawful attorney-in-fact and agent, for him and in
his name, place and stead, in the capacity as Director, to sign such Form S-8
and any and all amendments thereto, and to file such Form S-8 and each such
amendment so signed, with all exhibits thereto, and any and all other documents
in connection therewith, hereby granting unto said attorney-in-fact and agent
full power and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ Charles B. Kaiser, Jr.
--------------------------
Charles B. Kaiser, Jr.
<PAGE> 6
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ Terry J. Logan, Ph.D.
-------------------------
Terry J. Logan, Ph.D.
<PAGE> 7
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ Michael G. Nicholson
------------------------
Michael G. Nicholson
<PAGE> 8
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ Bobby B. Carroll
--------------------
Bobby B. Carroll
<PAGE> 9
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
N-Viro International Corporation (the "Company"), a Delaware corporation that is
filing a Registration Statement on Form S-8 ("Form S-8") with the Securities and
Exchange Commission under the provisions of the Securities and Exchange Act of
1934, as amended, hereby constitutes and appoints James K. McHugh his true and
lawful attorney-in-fact and agent, for him and in his name, place and stead, in
the capacity as Director, to sign such Form S-8 and any and all amendments
thereto, and to file such Form S-8 and each such amendment so signed, with all
exhibits thereto, and any and all other documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto sets his hand this
8th day of May, 2000.
/s/ Daniel J. Haslinger
-----------------------
Daniel J. Haslinger
