Unassociated Document
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: December 12, 2006
CONVERGENCE
ETHANOL, INC.
(Name
of small business issuer as specified in its charter)
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NEVADA
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0-4846-3
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82-0288840
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(State
or jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5701
Lindero Canyon Rd., #2-100
Westlake
Village, California
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91362
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(Address
of principal executive offices)
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(Zip
Code)
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Issuer’s
telephone number, including area code: (818) 735-4750
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION Of DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
5.02(c)
Effective
October 18, 2006, Mr. Steven Newsom was appointed to the Board of Directors
of
Convergence Ethanol, Inc. (formerly, MEMS USA, Inc.) (the “Registrant”). As of
November 15, 2006, the Board of Directors is comprised of two members, Mr.
Newsom and James A. Latty.
Pursuant
to his appointment, Mr. Newsom and the Registrant entered into a Consulting
Agreement. Pursuant to the Consulting Agreement, Mr. Newsom shall receive the
following: (i) the sum of $20,000, (ii) the sum of $4,000 per month payable
on
the first day of each month during his tenure as a member of the Registrant’s
Board of Directors, (iii) an additional $2,000 per trip, if Mr. Newsom makes
more than three trips (per year) to attend meetings on Registrant’s business,
(iv) $250 per hour for work performed for the Registrant over and above time
spent on trips to attend meetings on Registrant’s business, (v) travel expenses
for trips to attend meetings on Registrant’s business, and (vi) options for the
purchase of up to 300,000 shares of common stock of the Registrant at an
exercise price of $0.51 per share. The option period shall be 60 months from
October 18, 2006.
Mr.
Newsom received his undergraduate degree in Maritime Systems Engineering from
Texas A&M University, a Master’s of Business Administration from the
University of Houston at Clear Lake, and a Juris Doctrate from the University
of
Houston. Mr. Newsom has been an attorney in Houston, Texas since June 19, 1997.
His practice consists of general civil practice and real estate transactions.
Except for his current Consulting Agreement and his appointment to the Board
of
Directors, Mr. Newsom has not had any material interest in any transactions
of
the Registrant.
Mr.
Newsom has no family relationships with any of the Registrant’s other executive
officers or directors.
5.02(a)
On
November 14, 2006, Danny Moscaritolo resigned as a member of the Board of
Directors of the Registrant. Mr. Moscaritolo submitted a letter of resignation
to the Registrant. A copy of Mr. Moscaritolo’s letter of resignation is filed as
Exhibit 99.1 to this Form 8-K. The Registrant strongly disputes the allegations
in Mr. Moscaritolo’s letter of resignation. The Registrant further notes that
this letter of resignation was transmitted after the Registrant’s Board notified
Mr. Moscaritolo of its intent to terminate him as the Chief Operating Officer
of
the Registrant. The Registrant is considering all equitable and legal remedies
in light of the allegations contained in Mr. Moscaritolo’s letter of
resignation, and therefore will not address the allegations in this Form 8-K
at
this time.
5.02(b)
On
November 17, 2006, the Board of Directors unanimously voted to terminate Mr.
Moscaritolo as the Registrant’s Chief Operating Officer and Chief Technology
Officer.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Letter
of Resignation by Danny Moscaritolo to the Board of Directors of
MEMS USA,
Inc.
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[SIGNATURES
PAGE FOLLOWS]
SIGNATURES
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.
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Date:
December 12, 2006
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Convergence
Ethanol, Inc.
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By:
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/s/
James A. Latty
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James
A. Latty
Chief
Executive Officer
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