UNITED STATES
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 (Date of earliest event reported) September 5, 2007

Averion International Corp.
(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50095

 

20-4354185

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

225 Turnpike Road, Southborough, Massachusetts

 

01772

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code     508-597-6000


(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)           Effective September 5, 2007, James C. Powers was appointed unanimously by the sitting members of our board of directors (the “Board”) to become a member of our Board, in order to fill the one (1) vacancy currently existing on our Board.  Our Board has not yet determined the committees, if any, to which Mr. Powers will be appointed.

In connection with Mr. Powers’ appointment as a member of our Board, we granted Mr. Powers an option (the “Option”) to purchase up to one million (1,000,000) shares of our common stock pursuant to our 2005 Equity Incentive Plan, as amended, which Option will vest at a rate of twenty five percent (25%) per year for each year that Mr. Powers continues to serve as a member of our Board.

Item 9.01          Financial Statements and Exhibits

(d)           Exhibits

 

Number

 

 

 

Description

 

99.1

 

Press Release of Averion International Corp. dated September 11, 2007.

 

 




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/ Dr. Philip T. Lavin

 

 

 

 

Dr. Philip T. Lavin

 

 

 

 

Chief Executive Officer

 

Dated:  September 11, 2007