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: February 18, 2004
MEMS USA, INC.
(Formerly Lumalite Holdings, Inc.)
(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
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (818) 735-4750
Item 1. Change in Control of Registrant
Registrant MEMS USA, Inc.("the Company"), acquired one hundred percent of the
common stock of MEMS USA, Inc., a California corporation (hereinafter "MEMS"),
pursuant to that certain Merger Agreement and Plan of Reorganization entered
into as of January 29, 2004 by and among, among others, MEMS, the Company,
MemAcq1-2-3, Inc., a California corporation (a wholly owned subsidiary of the
Company), and certain shareholders of MEMS and the Company, in exchange for
10,000,000 newly issued shares of the Company's common stock. As a result of and
this transaction, there are 13,385,779 shares of the common stock of the Company
issued and outstanding.
That transaction closed on February 18, 2004. As a result of this transaction,
all of the prior officers and directors of the Company resigned and have been
replaced by Mr. Lawrence Weisdorn, as Chief Executive Officer, Chairman of the
Board, President and Chief Financial Officer, and by Mr. Daniel Moscaritolo as
Chief Operating Officer and Chief Technology Officer. Mr. Charles L. Christensen
was appointed President of the Applied Technologies division. The new board of
directors consists of Mr. Lawrence Weisdorn, Dr. James Latty, Mr. Daniel
Moscaritolo and Mr. Charles L. Christensen.
Securities Ownership of Management.
Amount and
Nature of Beneficial
Title of Class Name of Beneficial Owner Ownership Percent of Class
Common Shares Mr. Lawrence Weisdorn 2,769,093 20.68 %
Common Shares Dr. James Latty 2,588,894 19.34 %
Common Shares Mr. Daniel K. Moscaritolo 2,602,594 19.44 %
Common Shares Mr. Charles L. Christensen 345,917 2.58 %
No shareholder who is not an officer or director of the Company holds five per
cent or more of the common shares of the Company.
Item 2. Acquisition of Assets.
The Company acquired one hundred percent of the common stock of MEMS USA, Inc.,
a California corporation (hereinafter "MEMS"), pursuant to that certain Merger
Agreement and Plan of Reorganization entered into as of January 29, 2004 by and
among, among others, MEMS, the Company, MemAcq1-2-3, Inc., a California
corporation (a wholly owned subsidiary of the Company organized to implement
this transaction), and certain shareholders of MEMS and the Company, in exchange
for 10,000,000 newly issued shares of the Company's common stock. This
transaction closed on February 18, 2004.
MEMS is a California based professional scientific and technical services
corporation organized in mid-2003. It's primary owners (holders of approximately
80 % of its issued and outstanding common shares immediately before the
consummation of this transaction) were Lawrence Weisdorn, James Latty and Daniel
Moscaritolo. The remaining common shares of MEMS were held by approximately
fifty other shareholders. Prior to entering into the above referenced agreement,
there were no material relationships between any holders of MEMS common shares
and the Company, or any of the Company's affiliates, directors or officers, or
any associate of any of the Company's directors or officers.
MEMS' products and services are designed for customers that require highly
engineered solutions for industrial applications. As of today, its primary
markets include customers serving the oil and gas industry as well as other
general industrial customers operating a wide range of industrial processes.
Other potential markets include space and defense industry customers.
MEMS is focused on serving its customers' technology implementation needs
through the application of commercially viable and economically packaged MEMS
and Piezo technologies. MEMS provides design consultation, custom MEMS
prototyping, final manufacturing and sublicensing of the latest MEMS technology
and has its own intellectual property portfolio. MEMS' services and its access
to a reservoir of Intellectual Property provide solutions to customers in
markets in need of products, both attracting consumers to us and allowing us to
retain
No material part of the assets acquired through this transaction constituted
plant, equipment or other physical property. MEMS is essentially a start up
company.
Item 5. Other Events
Transfer Agent.
The new transfer agent for the Company shall be Interwest Transfer Co., Inc.
Address: 1981 E. Murray Holladay Rd. #1,
Salt Lake City, UT 84117
Phone: (801) 272-9294
Item 7. Financial Statements and Exhibits
There are no financial statements or exhibits filed as part of this report. All
financial statements required hereunder shall be filed by an amendment not later
than 60 days from this report.
SIGNATURES
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.
MEMS USA, INC.
Date: February 24, 2004 By: /s/ Lawrence Weisdorn
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Lawrence Weisdorn, President