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 earliest event reported: December 21, 2005
MEMS USA, INC.
(Formerly Lumalite Holdings, Inc.)
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(Exact name of registrant as specified in charter)
Nevada 0-4846-3 82-0288840
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
5701 Lindero Canyon Rd., #2-100
Westlake Village, CA 91362
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (818) 735-4750
Item 1.01 Entry into a Material Definitive Agreement
In December, 2005, MEMS USA, Inc., formed a Canadian corporation, Hearst
Ethanol One, Inc., for the purpose of engineering, constructing and operating a
biomass to ethanol plant.
On December 21, 2005, Hearst Ethanol One, Inc., a Canadian Corporation
("Hearst"), which is majority owned (99.3%) and controlled by Registrant, and
Villeneuve Construction Co. LTD., a Canadian Corporation ("Villeneuve"), entered
into a written contract (the "Agreement") providing for the purchase by Hearst
from Villeneuve of approximately 600 acres of real property located in the
province of Ontario, Canada, together with the aggregate biomass located thereon
(collectively, the "Property").
Subject to the provisions of the Agreement, the purchase price for the
Property will be the value of a ten point three percent (10.3%) interest in the
common shares of Hearst which Villeneuve agreed to accept as consideration for
the transfer of the Property.
The closing of the transaction contemplated by the Agreement is contingent
upon Hearst obtaining an easement through and on an adjacent parcel of real
property owned by Villeneuve for rail access to the Property and upon another
easement for a two way road for truck access to the Property. Hearst shall be
responsible for all costs associated with obtaining these easements including
legal fees, registration costs, costs of survey, and planning board application
fees.
The Agreement contains a representation and warranty by Villeneuve that
the Property contains 1,500,000 wet tonnes of usable biomass. If there is not a
minimum of 1,500,000 wet tonnes of usable biomass on the Property, Villeneuve
shall source and supply the additional biomass required to make up the
shortfall.
Villeneuve shall have a right of first refusal regarding the work required
for site preparation on the Property and at other sites where Villeneuve
conducts business, and for the supply of usable biomass material required by
Hearst in excess of the amounts provided for above. Villeneuve shall be entitled
to repurchase the Property from Hearst by returning its stock interest in Hearst
if construction of the ethanol plant proposed by Hearst is not commenced within
24 months of the closing of the purchase of the Property pursuant to the
Agreement.
Villeneuve shall deliver to Hearst fee simple title to the Property at the
closing of the transaction. Hearst shall have until closing to investigate the
Property's title, at its own expense, to satisfy itself that there is no breach
of municipal or other governmental requirements affecting the Property and that
its present use may be lawfully continued.
The transaction contemplated by the Agreement shall be completed on or
before May 1, 2006, on which date vacant possession of the Property will be
provided by Villeneuve to Hearst.
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.
MEMS USA, INC.
Date: December 27, 2005 By: /s/ Richard W. York
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Richard W. York, CFO