Item
1.02: Termination of a Material Definitive Agreement.
On
November 10, 2005, MEMS USA, Inc. (OTCBB:MEMS) (the "Registrant") entered
into a
SICAV ONE Securities Purchase Agreement and a SICAV TWO Securities Purchase
Agreement (collectively, the "First Purchase Agreements") with Mercatus &
Partners, Limited, a United Kingdom private limited company ("Mercatus").
Pursuant to the First Purchase Agreements, Mercatus agreed to purchase a
cumulative total of 3,060,000 shares of the Registrant's common stock, as
previously reported in the Registrant’s Form 10-KSB for the period ending on
September 30, 2005. The Registrant delivered these shares pursuant to the
terms
of the First Purchase Agreements prior to the end of November, 2005, and
Mercatus was contractually required to pay for such shares within thirty
days of
their delivery. No payment was received by the Registrant and, after extensive
negotiations, the Registrant ordered the cancellation of the share certificates.
On September 9, 2006, the Registrant terminated the First Purchase Agreements.
On
November 12, 2005, the
Registrant entered into a SICAV ONE Securities Purchase Agreement and a SICAV
TWO Securities Purchase Agreement with Mercatus (the “Second Purchase
Agreements”). Pursuant
to the Second Purchase Agreements, Mercatus agreed to purchase a cumulative
total of 340,000 shares of the Registrant's common stock, as previously reported
in the Registrant’s Form 10-KSB for the period ending on September 30, 2005.
The
Registrant delivered these shares pursuant to the terms of the Second Purchase
Agreements prior to the end of November, 2005, and
Mercatus
was contractually required to pay for such shares within thirty days of their
delivery. No payment was received by the Registrant and, after extensive
negotiations, the Registrant ordered the cancellation of the share certificates.
On September 9, 2006, the Registrant terminated the Second Purchase
Agreements.
In
summary all 3,400,000 treasury shares were retired and restored to the status
of
authorized but, unissued shares of the Corporation.
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.
(Registrant)
Date:
September 9, 2006
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| By:
/s/ James
A. Latty |
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By:
/s/ Richard W. York |
James
A. Latty, Chief Executive Officer |
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Richard
W. York, Chief Financial Officer |
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