-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4Fh2rj+TVN9sj61xw1noB+GoGP56jRjrXGI+OVaVxHsqSWojSImt1t6/927b9VZ pabmPJWeg6NyLyr6IUppmg== 0001096906-06-000460.txt : 20060516 0001096906-06-000460.hdr.sgml : 20060516 20060515174932 ACCESSION NUMBER: 0001096906-06-000460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060510 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRTRAN CORP CENTRAL INDEX KEY: 0000813716 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 680121636 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49654 FILM NUMBER: 06843222 BUSINESS ADDRESS: STREET 1: 4125 SOUTH 6000 WEST CITY: WEST VALLEY CITY STATE: UT ZIP: 84128 BUSINESS PHONE: 8019635112 MAIL ADDRESS: STREET 1: 4125 SOUTH 6000 WEST CITY: WEST VALLEY CITY STATE: UT ZIP: 84128 FORMER COMPANY: FORMER CONFORMED NAME: VERMILLION VENTURES INC DATE OF NAME CHANGE: 20000502 8-K 1 cirtran8k051006.txt - -------------------------------------------------------------------------------- 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): May 10, 2006 ------------- CirTran Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada - -------------------------------------------------------------------------------- (State of Other Jurisdiction of Incorporation) 0-26059 68-0121636 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 4125 South 6000 West, West Valley City, Utah 84128 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 801.963.5112 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- Item 5.02. Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers. Resignation of Director ----------------------- On May 10, 2006, Raed Hawatmeh tendered his resignation as a director of CirTran Corporation (the "Company"). Iehab Hawatmeh, Chairman, President, and CEO of the Company, accepted the resignation. Appointment of Chief Financial Officer -------------------------------------- On May 10, 2006, the Board of Directors of the Company appointed Richard T. Ferrone as the Company's Chief Financial Officer. Prior to joining the Company, Mr. Ferrone had headed his own accounting firm, Ferrone & Associates, which he established in Salt Lake City in 1994. Previously, he was vice president and CFO for then-publicly-held GCI Industries, Inc./Golf Card International for seven years, and served as CFO of Huntsman, Christensen Real Estate & Development Co. Mr. Ferrone had also served as vice president and chief financial officer for BSD Medical Corporation after he started his career with a regional CPA firm in Salt Lake City. Mr. Ferrone has a B.S. in Accounting from the University of Utah, where he also studied for a Master of Professional Accountancy with a tax emphasis. Mr. Ferrone is 58 years old. Mr. Ferrone entered into a three-year employment contract with the Company to serve as the Chief Financial Officer of the Company to perform those duties delegated by the Board of Directors and the President of the Company and all other duties consistent with such description. The term of his employment started on May 15, 2006, and will continue for three years thereafter, unless sooner terminated by either party as provided in the agreement. Thereafter, the agreement will be automatically renewed on a year-to-year basis after the expiration of the initial or any subsequent term of the Agreement unless terminated by either party as provided in the agreement. Mr. Ferrone will receive, commencing on May 15, 2006, a base salary of $120,000.00 per year. The base salary shall be reviewed by the Board annually and may be increased as determined by the Board. The Board's determination of salary will be based primarily on Mr. Ferrone's ability to meet, and to cause the Company to meet, annually established goals. He is also entitled to a bonus of $30,000 per year, payable in quarterly increments. In addition, he may be granted options to purchase shares of the Company's common stock as determined from time to time by the Board or the Committee established pursuant to the Company's Stock Option Plan. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Employment Agreement dated May 15, 2006, between the Company and Richard Ferrone. 99.1 Press Release dated May 11, 2006, relating to the appointment of Richard Ferrone as CFO. 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. CirTran Corporation Date: May 15, 2006 By: /s/ Iehab Hawatmeh ------------ ---------------------------- Iehab J. Hawatmeh, President 3 - -------------------------------------------------------------------------------- EX-10.1 2 cirtran8k051006ex10-1.txt EXHINIT 10.1 ================================================================================ EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") executed on May 15, 2006, by and between CirTran Corporation, a Nevada corporation, (the "Company"), and Richard T. Ferrone ("Executive"). The Company desires to employ the services of Executive on the terms and subject to the conditions of this Agreement, and Executive desires to accept such employment. In consideration of the terms and mutual covenants contained in this Agreement, the Company and Executive agree as follows. 1. Employment. The Company hereby engages the services of Executive as the Chief Financial Officer of the Company to perform those duties delegated by the Board of Directors of the Company (the "Board") and the President of the company (the "President") and all other duties consistent with such description, and Executive hereby accepts such employment. During the term of this Agreement, Executive shall perform such additional or different duties and accept appointment to such additional or different positions of the Company as may be specified by the President or the Board, provided that such duties are consistent with his title. Executive shall perform his obligations to the Company pursuant to this Agreement under the direction of the Company, and Executive shall devote his full time and reasonable efforts to such performance. 2. Term. This Agreement shall be effective as of May 15, 2006 (the "Effective Date") and shall continue for three years thereafter, unless sooner terminated by either party as provided in Section 7 hereof. Thereafter, this Agreement shall be automatically renewed on a year-to-year basis after the expiration of the initial or any subsequent term of this Agreement unless terminated by either party as provided in Section 7 hereof. 3. Compensation. (a) For services rendered pursuant to this Agreement, Executive shall receive, commencing on the Effective Date, a base salary ("Base Salary") of $120,000.00 per year. The base salary shall be reviewed by the Board annually and may be increased as determined by the Board. The Board's determination of salary will be based primarily on Executive's ability to meet, and to cause the Company to meet, annually established goals. (b) Executive shall also receive a bonus of $30,000 per year, payable quarterly. (c) Executive may be granted options to purchase shares of the Company's common stock as determined from time to time by the Board or the Committee established pursuant to the Company's Stock Option Plan. Such options shall be subject to such other terms and conditions as may be determined by the Board or the Committee when and if such options are granted. 4. Employment Benefits. The Company shall provide Executive vacation time, standard U.S. holidays, sick leave and fringe benefits, including but not limited to, participation in any educational seminars, pension, medical reimbursement and employee benefit plans that may be maintained by the Company from time to time as are made generally available to other senior management employees of the Company in accordance with Company policies. In addition, Executive shall receive the following: (a) A cellular telephone and account that shall be held in the Company's name. (b) 100% of all medical expenses including but not limited to dental, and vision, for Executive and his spouse and children up to the age of 22, which shall include insurance premiums and deductible amounts. (c) Life insurance of $100,000 and disability insurance. (d) The Company shall obtain and maintain officer and director insurance as the Board determines. (e) The Company shall grant to Executive any and all standard and customary de minimis benefits granted to Company's salaried employees in general. The Company will not reduce Executive's benefits without the consent of Executive. 5. Expenses. The Company will reimburse Executive for expenses pre approved in writing which are incurred in connection with its business, including expenses for travel, lodging, meals, beverages, entertainment and other items on Executive's periodic presentation of an account of such expenses in accordance with policies established by the Company. 6. Termination. Executive's employment will terminate upon the first to occur of the following: (a) Termination by the Company for "cause," as determined by the Board. For the purposes of this Section 6(a), "cause" shall mean: (i) willful misfeasance or gross negligence in the performance of his duties hereunder after 30 days notice and after a 60 day period to cure such defect; (ii) willful engagement by Executive in dishonest or illegal conduct that is demonstrably injurious to the Company; or (iii) conviction of a felony. Executive shall receive no notice of employment termination for cause in the case of (ii) and (iii) above. Immediately upon termination under Section 7(a), the Company shall have no further obligations to Executive under this Agreement. 2 (b) Termination by the Company in the event of Executive's disability. "Disability" will be deemed to exist if Executive has substantially failed to perform the essential functions of his duties hereunder for 180 consecutive days (notwithstanding reasonable accommodation by the Company) for reasons of mental or physical health, or if a physician selected in good faith by the Company examines Executive (and Executive hereby agrees to permit such examinations at the Company's expense) and advises the Company that Executive will not be able to perform the essential functions of his duties hereunder for the following 180 consecutive days. If the Company terminates Executive's employment for Disability, Executive shall receive the compensation due under Section 4 of this Agreement and Executive's benefits due under Section 5 or 6 of this Agreement through the date of termination and the Company will have no further obligation under this Agreement at that time (c) Executive's death. In the event of Executive's death, all of Company's obligations under this Agreement shall terminate immediately. Executive's estate shall receive compensation due under Section 4 of this Agreement and Executive's benefits due under Section 5 or 6 of this Agreement through the date of death plus any additional insurance benefit provided by the benefits plan. 7. Agreement Not to Compete. In the event that this Agreement expires in accordance with its terms or is terminated for any reason, Executive covenants and agrees that, for a period of one year after his employment under this Agreement expires or is so terminated, he will not directly or indirectly (whether as employee, director, owner, 5% or greater shareholder, consultant, partner (limited or general) or otherwise) engage in or have any interest in, any business, that competes with the business of the Company in the United States. If the Executive is terminated without cause, Executive shall receive one year's salary. 8. Agreement Not to Solicit Employees, Customers, or Others. Executive covenants and agrees that, for a period of two years after this Agreement is terminated, he will not, directly or indirectly, (i) solicit, induce or hire away, or assist any third party in soliciting, diverting or hiring away, any employee of the Company, whether or not the employee's employment is pursuant to a written agreement and whether or not such employment is for a specified term or is at will, or (ii) induce or attempt to induce any customer, supplier, dealer, lender, licensee, consultant or other business relation of the Company to cease doing business with the Company. 9. Ownership, Non-Disclosure and Non-Use of Confidential or Proprietary Information. (a) Executive covenants and agrees that while he is employed by the Company and after the termination of his employment he will not, directly or indirectly, (i) give to any person not authorized by the Company to receive it or use it, except for the sole benefit of the Company, any of the Company's proprietary data or information whether relating to products, ideas, designs, processes, research, marketing, customers, management know-how, or otherwise; or (ii) give to any person not authorized by the Company to receive it any specifications, reports, or technical information or the like owned by the Company; or 3 (iii) give to any person not authorized by the Company to receive it any information that is not generally known outside the Company or that is designated by the Company as limited, private, or confidential. (b) Executive covenants and agrees that he will keep himself informed of the Company's policies and procedures for safeguarding the Company property including proprietary data and information and will strictly comply therewith at all times. Executive will not, except when authorized by the Company, remove any Company property from the Company's premises. Executive will return to the Company immediately upon termination of his employment all Company property in his possession or control. 10. Notice of Termination. Any termination of Executive's employment under this Agreement, except for termination for "cause" under Paragraph 7(a)(ii) and (iii) of this Agreement, shall be communicated by a written Notice of Termination (the "Notice") to the other party hereto, which Notice shall specify the particular termination provision in this Agreement relied upon by the terminating party and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under such provision. Any such Notice to the Company shall be delivered to the Company's president or personnel director at its principal place of business. Any such Notice to Executive shall be delivered personally to Executive or delivered to his residence address listed in the Company's personnel records. 11. Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties and supersedes any prior understandings, agreements or representations by or among the parties, whether written or oral, concerning the subject matter hereof in any way. 12. Amendments; Waivers. This Agreement may not be amended except by a writing signed by both the Company and Executive. Any waiver by a party hereof of any right hereunder shall be effective only if evidenced by a signed writing, and only to the extent set forth in such writing. 13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs and assigns, except that Executive may not assign any of his obligations hereunder without the prior written consent of the Company. 14. Remedies. Each of the parties to this Agreement will be entitled to specifically enforce its rights under this Agreement, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to which it may be entitled. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. 4 16. Notices. Any notice to be given hereunder shall be in writing and shall be effective when personally delivered or sent to the other party by registered or certified mail, return receipt requested, or overnight courier, postage prepaid, or otherwise when received by the other party, at the address set forth at the end of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above to be effective as of the Effective Date. CIRTRAN CORPORATION By: /s/ Iehab J. Hawatmeh ------------------------------------- Name: Iehab J. Hawatmeh Title: President & CEO Address: 4125 South 6000 West West Valley City, UT 84128 EXECUTIVE: By: /s/ Richard T. Ferrone ------------------------------------- Name: Richard T. Ferrone Address: 2153 E. DeBeers Dr. Sandy, Utah 84093 5 - -------------------------------------------------------------------------------- EX-99.1 3 cirtran8k051006ex99-1.txt EXHIBIT 99.1 ================================================================================ For Immediate Release - --------------------- Company Contact: Press Contact: - ---------------- -------------- Trevor M. Saliba David A. Kaminer CirTran Corporation The Kaminer Group +(310) 492-0400 +(914) 684-1934 trevor@cirtran.com dkaminer@kamgrp.com CirTran Corporation Names Richard T. Ferrone as CFO SALT LAKE CITY, May 11, 2006 -- CirTran Corporation (OTC BB: CIRT), a full-service contract manufacturer of IT, consumer and consumer electronics products, today announced the appointment of Richard T. Ferrone, C.P.A., as its chief financial officer. The announcement was made by Iehab J. Hawatmeh, founder and president of CirTran, to whom Mr. Ferrone reports in his newly-created position. "CirTran's growth is substantial and widespread, and the company needed a senior level financial professional to help manage and administrate that growth," said Mr. Hawatmeh. "As we continue to add profit centers and subsidiary companies and diversify our marketing and manufacturing activities, Richard Ferrone should be an immediate and long-term asset to our expanding growing global organization." Prior to joining CirTran, Mr. Ferrone had headed his own accounting firm - - Ferrone & Associates - which he established in Salt Lake City in 1994. Previously, he was vice president and CFO for then-publicly-held GCI Industries, Inc./Golf Card International for seven years, and served as CFO of the Huntsman, Christensen Real Estate & Development Co. Mr. Ferrone had also served as vice president and chief financial officer for BSD Medical Corporation (AMEX: BSM) after beginning his career with Hansen, Barnett & Maxwell CPAs in Salt Lake City. Mr. Ferrone has a B.S. in Accounting from the University of Utah, where he also studied for a Master of Professional Accountancy with a tax emphasis. He resides with his family in suburban Salt Lake City. About CirTran Corporation - ------------------------- Founded in 1993, CirTran Corporation (OTC BB: CIRT, www.CirTran.com) is a premier international full-service contract manufacturer. Headquartered in Salt Lake City, its ISO 9001:2000-certified, non-captive 40,000-square foot manufacturing facility is the largest in the Intermountain Region, providing "just-in-time" inventory management techniques designed to minimize an OEM's investment in component inventories, personnel and related facilities while reducing costs and ensuring speedy time-to-market. In 1998, CirTran acquired Racore Technology (www.racore.com), founded in 1983 and reorganized as Racore Technology Corporation in 1997. In 2004, it formed CirTran-Asia as a high-volume manufacturing arm and wholly-owned subsidiary with its principal office in ShenZhen, China. CirTran-Asia operates in three primary business segments: high-volume electronics, fitness equipment and household products manufacturing, focusing on the multi-billion dollar Direct Response Industry. This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----