1

(b)   Effective July 29, 2009, Dr. Markus Weissbach resigned as our Chief Executive Officer and was immediately appointed as our Executive Chairman.

Effective July 29, 2009, Dr. Philip T. Lavin resigned as our Executive Chairman and was immediately appointed as Vice Chairman of our board of directors (the “Board”) and Founder.

(c)   Effective as of July 29, 2009, Peter C. Gonze has been appointed as the registrant’s President.

Mr. Gonze, who joined the Company as Executive Vice President, Global Business Development in August 2008, will be responsible for global operations and business development activities of the Company. From May, 2002 to February, 2008, Mr. Gonze served as Chief Operating Officer at Unither Pharmaceuticals, Inc. From August, 1999 to April, 2002, Mr. Gonze served as Senior Vice President of Operations at AltaRex Corp. From January, 1996 to July, 1999, Mr. Gonze served as Divisional Vice President at Abbott Laboratories.

The registrant and Mr. Gonze entered into an Employment Agreement effective as of June 27, 2008 (the “Gonze Employment Agreement”).  The Gonze Employment Agreement provides that Mr. Gonze shall be paid an annual base salary of two hundred and thirty five thousand ($235,000) per year.  In addition, Mr. Gonze is eligible to receive an annual bonus of up to thirty seven and one half percent (37.5%) of his then in effect annual base salary as determined by our board of directors (the “Board”) based on certain performance goals as outlined in his agreement.

Either party may terminate the Gonze Employment Agreement at any time with or without Cause or with or without Good Reason; provided, however, that any termination by us without Cause or by Mr. Gonze without Good Reason must be preceded by sixty (60) days advance written notice.  If Mr. Gonze is terminated (other than for Cause), or resigns for Good Reason, then we are obligated to pay Mr. Gonze an amount equal to twelve (12) months of Mr. Gonze’s then in effect base salary.  

In addition, in connection with Mr. Gonze’s original appointment as our Executive Vice President, Global Business Development in August of 2008, we granted Mr. Gonze an option to purchase two million (2,000,000) shares of our common stock pursuant to our 2005 Equity Incentive Plan, as amended, which will vest at a rate of 25% per year of completed employment.  

(d)   Effective July 29, 2009, James H. McGuire, was appointed unanimously by the sitting members of our Board to become a member of our Board, in order to fill the one (1) vacancy currently existing on our board. Mr. McGuire will also serve as Chairman of the Board. Our Board has not yet determined the committees, if any, to which Mr. McGuire will be appointed.

From 1992 until 2008, James H. McGuire was the President of NJK Holding Corporation (“NJK”), a privately-held investment company that has invested in a broad spectrum of industries. NJK is an affiliate of Cumulus Investors, LLC, Averion’s second largest stakeholder. Mr. McGuire also spent 12 years with Control Data Corporation and was a Vice President in the Peripherals Group. Mr. McGuire was a director of Digital Insight Corporation from its inception in 1997, was chairman until 1999, and served on the Board until its sale to Intuit, Inc. in early 2007. Mr. McGuire also was a director of Laureate Education Inc., a higher education company, from 1995 until 2007 when it was taken private. Laureate was formerly Sylvan Learning Systems, Inc. Mr. McGuire received his BA in finance from the University of Notre Dame.

We have reached an agreement in principle with our senior debt holders to modify the terms and timing of certain interest payments that are coming due under our existing senior debt instruments, as further set for in the Press Release.

2

2

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.    

Averion International Corp.

By: /s/ Lawrence R. Hoffman                                          
Lawrence R. Hoffman
Chief Financial Officer

Dated: July 30, 2009

3

EXHIBIT INDEX

4