Current Report
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: February 1, 2007
CONVERGENCE
ETHANOL, INC.
(Name
of small business issuer as specified in its charter)
|
NEVADA
|
|
0-4846-3
|
|
82-0288840
|
|
(State
or jurisdiction of
incorporation
or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
5701
Lindero Canyon Rd., #2-100
Westlake
Village, California
|
|
91362
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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:
|_|
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
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION Of DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
5.02(c)
Effective
February 1, 2007, Mr. John C. Fitzgerald was elected to the Board of Directors
of Convergence Ethanol, Inc. (formerly, MEMS USA, Inc.) (the “Company”). As of
February 1, 2007, the Board of Directors of the Company will be comprised of
three members, Mr. Fitzgerald, Steve Newsom and James A. Latty. Mr. Fitzgerald’s
term of office will extend until January 31, 2010.
Pursuant
to his election, Mr. Fitzgerald and the Company entered into a Consulting
Agreement which is the same as what was provided to Mr. Newsome. Pursuant to
the
Consulting Agreement, Mr. Fitzgerald shall receive: (i) $20,000 worth of Company
common stock, based on the exercise price being equal to 85% of the fair market
value of the Company common stock on Mr. Fitzgerald’s election date, which
equates to 33,613 shares, (ii) the sum of $4,000 per month during his tenure
as
a member of the Board of Directors, (iii) an additional $2,000 per trip, if
Mr.
Fitzgerald makes more than three trips per year to attend meetings on Company
business (outside of the greater Los Angeles area), (iv) $250 per hour for
work
performed for the Company over and above time spent on trips to attend meetings,
(v) travel expenses for trips to attend Company meetings, and (vi) options
for
the purchase of up to 300,000 shares of common stock of the Company at an
exercise price of $0.595 per share. The option period shall be 60 months from
February 1, 2007.
Mr.
Fitzgerald received his undergraduate degree in Industrial Management from
the
California State University of Sacramento and a Master’s of Business
Administration with an emphasis in Finance and Transportation from Cornell
University. Since 2002, Mr. Fitzgerald has been the Managing Director of a
full
service investment bank and securities firm serving a broad spectrum of
investors and issuers. Except for his current Consulting Agreement and his
election to the Board of Directors, Mr. Fitzgerald has not had any material
interest in any transactions of the Company.
Mr.
Fitzgerald has no family relationships with any of the Company’s other executive
officers or directors.
[SIGNATURE
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.
|
Date:
February 2, 2007
|
Convergence
Ethanol, Inc.
|
| |
|
|
|
By:
|
|
/s/
James A. Latty
|
|
|
|
James
A. Latty
Chief
Executive Officer
|