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): April 13, 2012
N-VIRO INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-21802
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34-1741211
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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2254 Centennial Road Toledo, OH
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43617
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (419) 535-6374
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On April 13, 2012, the Board of Directors of N-Viro International Corporation, or the Company, approved a plan to modify all Company warrants whose expiration date was before December 31, 2015, by extending that expiration date to December 31, 2015, and to modify all Company warrants, regardless of their expiration date, by reducing the exercise price to $1.00. All other terms and conditions of each class of warrant remain unchanged. In total, 977,122 of the total 1,444,585 warrants were affected by the expiration date extension and all 1,444,585 warrants by the price reduction. Before the reduction, the weighted average exercise price for all warrants was $2.00. Among the warrant holders are current directors and officers of the Company, with details of their changes as follows:
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before 4-13-12
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on or after 4-13-12
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|||||
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director or officer
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# warrants
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expiration date (M/Y)
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exercise price
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expiration date (M/Y)
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exercise price
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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||
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Mark Hagans
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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James Hartung
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10,890
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Jun '12
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$2.00
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Dec '15
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$1.00
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James Hartung
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Timothy Kasmoch
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50,000
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Mar '13
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$1.85
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Dec '15
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$1.00
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Timothy Kasmoch
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Thomas Kovacik
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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James McHugh
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Carl Richard
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9,900
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May '12
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$1.85
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Dec '15
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$1.00
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Carl Richard
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7,920
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Jun '12
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$1.85
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Dec '15
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$1.00
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Carl Richard
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31,680
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Jun '12
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$2.00
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Dec '15
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$1.00
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Carl Richard
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7,939
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Sep '12
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$1.85
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Dec '15
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$1.00
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Carl Richard
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46,430
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Jun '15
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$2.75
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Dec '15
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$1.00
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Carl Richard
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18,570
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Sep '15
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$2.50
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Dec '15
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$1.00
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Carl Richard
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Joseph Scheib
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3,800
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Jun '12
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$1.85
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Dec '15
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$1.00
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Joseph Scheib
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21,500
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Jun '12
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$2.00
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Dec '15
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$1.00
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Joseph Scheib
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13,700
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Sep '12
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$1.85
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Dec '15
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$1.00
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Joseph Scheib
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9,450
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Dec '14
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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1,000
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Jan '15
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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250
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Feb '15
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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3,800
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Apr '15
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Joseph Scheib
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800
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Sep '16
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$2.52
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Sep '16
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$1.00
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GT
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397,629
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|||||
Item 3.02 Unregistered Sales of Equity Securities
On April 13, 2012, the Board of Directors of N-Viro International Corporation, or the Company, approved a plan to modify all Company warrants whose expiration date was before December 31, 2015, by extending that expiration date to December 31, 2015, and to modify all Company warrants, regardless of their expiration date, by reducing the exercise price to $1.00. All other terms and conditions of each class of warrant remain unchanged. In total, 977,122 of the total 1,444,585 warrants were affected by the expiration date extension and all 1,444,585 warrants by the price reduction. Before the reduction, the weighted average exercise price for all warrants was $2.00. Among the warrant holders are current directors and officers of the Company, with details of their changes as follows:
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before 4-13-12
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on or after 4-13-12
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|||||
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director or officer
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# warrants
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expiration date (M/Y)
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exercise price
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expiration date (M/Y)
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exercise price
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Robert Bohmer
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Mark Hagans
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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James Hartung
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10,890
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Jun '12
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$2.00
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Dec '15
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$1.00
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James Hartung
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Timothy Kasmoch
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50,000
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Mar '13
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$1.85
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Dec '15
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$1.00
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Timothy Kasmoch
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Thomas Kovacik
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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James McHugh
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Carl Richard
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9,900
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May '12
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$1.85
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Dec '15
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$1.00
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Carl Richard
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7,920
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Jun '12
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$1.85
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Dec '15
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$1.00
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Carl Richard
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31,680
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Jun '12
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$2.00
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Dec '15
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$1.00
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Carl Richard
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7,939
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Sep '12
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$1.85
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Dec '15
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$1.00
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Carl Richard
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46,430
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Jun '15
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$2.75
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Dec '15
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$1.00
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Carl Richard
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18,570
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Sep '15
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$2.50
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Dec '15
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$1.00
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Carl Richard
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Joseph Scheib
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3,800
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Jun '12
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$1.85
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Dec '15
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$1.00
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Joseph Scheib
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21,500
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Jun '12
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$2.00
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Dec '15
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$1.00
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Joseph Scheib
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13,700
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Sep '12
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$1.85
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Dec '15
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$1.00
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Joseph Scheib
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9,450
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Dec '14
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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1,000
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Jan '15
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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250
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Feb '15
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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3,800
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Apr '15
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$2.52
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Dec '15
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$1.00
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Joseph Scheib
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Joseph Scheib
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800
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Sep '16
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$2.52
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Sep '16
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$1.00
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GT
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397,629
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The modification was exempt under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering inasmuch as the modification was made for the benefit only of existing warrant holders, and there no warrant issuances to any others.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(e) Certain compensatory arrangements for our Chief Executive Officer (principal executive officer), our Chief Financial Officer (principal financial officer) and our Executive Vice-President and Chief Counsel, have been modified as follows: On April 13, 2012, the Board of Directors of N-Viro International Corporation, or the Company, approved a plan to modify all Company warrants whose expiration date was before December 31, 2015, by extending that expiration date to December 31, 2015, and to modify all Company warrants, regardless of the expiration date, by reducing the exercise price to $1.00. All other terms and conditions of each class of warrant remain unchanged. The warrants owned by the three identified officers and then modified thereto are described below:
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before 4-13-12
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on or after 4-13-12
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officer
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# warrants
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expiration date (M/Y)
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exercise price
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expiration date (M/Y)
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exercise price
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Robert Bohmer
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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Timothy Kasmoch
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50,000
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Mar '13
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$1.85
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Dec '15
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$1.00
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Timothy Kasmoch
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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James McHugh
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20,000
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Aug '16
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$1.53
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Aug '16
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$1.00
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GT
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110,000
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|||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
N-VIRO INTERNATIONAL CORPORATION
Dated: April 19, 2012 By: /s/ James K. McHugh
James K. McHugh
Chief Financial Officer