-----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, HSxI+YUwvMXFBnQ3hjnrewrlQtgO/2Gf4V94Ew+o7hYGC23Law2gS+M87yDFYir3 USc9sBjCzulbby+6iLhGgg== 0001096906-07-001339.txt : 20071001 0001096906-07-001339.hdr.sgml : 20071001 20071001172945 ACCESSION NUMBER: 0001096906-07-001339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070831 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: 20071001 DATE AS OF CHANGE: 20071001 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: 071146995 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 cirtran8k082107.txt CIRTRAN CORPORATION FORM 8-K ================================================================================ 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): August 31, 2007 -------------------- 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 31, 2007, Don L. Buehner ("Buehner"), accepted an offer to become a member of the Board of Directors of CirTran Corporation ("CirTran"), to begin serving on the Board on October 1, 2007. CirTran agreed to pay to Mr. Buehner a quarterly cash payment of $5,000 per quarter, provided that Mr. Buehner attends all meetings of CirTran's Board of Directors held in that quarter. CirTran also agreed to grant to Mr. Buehner options to purchase 2,000,000 shares of CirTran's common stock each year while serving on the Board, which CirTran anticipates will be issued during the first week of each year, at an exercise price equal to the market price of CirTran's common stock on the date of grant, together with other terms in accordance with CirTran's Stock Option Plan or as determined by the Board or the Committee established pursuant to CirTran's Stock Option Plan. CirTran agreed to cover Mr. Buehner under its D&O Insurance Policy. Finally, CirTran agreed to reimburse Mr. Buehner for his expenses incurred in connection with CirTran's business, including expenses for travel, lodging, meals, beverages, entertainment and other items in accordance with policies established by CirTran. Mr. Buehner, 78, was previously Chairman of the Board of LiteTouch, Inc., a position he resigned on March 2, 2007. Mr. Buehner founded LiteTouch in 1986, which grew to approximately $15 million in annual revenue. Mr. Buehner also owns DB Finance, an entity involved in real estate and commercial paper financing transactions. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. -------- 99.1 Don L. Buehner Offer Letter dated August 14, 2007. 99.2 Press Release dated October 1, 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. CirTran Corporation Date: October 1, 2007 By: /s/ Iehab Hawatmeh ----------------------------------- Iehab J. Hawatmeh, President 2 - -------------------------------------------------------------------------------- EX-99.1 2 cirtran8k082107ex99-1.txt DON L. BUEHNER OFFER LETTER DATED AUGUST 14, 2007 ================================================================================ CTC CirTran Corporation August 14, 2007 Don L. Buehner 3860 South Parkview Circle, Salt Lake City, Utah 84128 Thank you for your acceptance to serve on the Board of Directors (and one or more its Committees, as we shall mutually determine) of CirTran Corporation ("CTC"). As part of our appreciation, we offer you the following as a form of compensation: 1- Attendance Fee: A cash payment of Five Thousand Dollars ($5,000) per quarter, paid quarterly as long as you attend all meetings. This fee will be paid in arrears. It is anticipated that the Board will conduct regular quarterly meetings at the Company's offices in West Valley City, Utah, with occasional telephonic meetings during the interim. 2- Stock Options. Directors shall be granted options to purchase 2,000,000 shares of the Company's common stock each year while serving on the Board and issued during the first week of each year, at an exercise price equal to the market price of the Company's common stock on the date of grant, together with other terms in accordance with the Company's Stock Option Plan or as determined by the Board or the Committee established pursuant to the Company's Stock Option Plan. 3- D&O Insurance: The Company has a D&O insurance policy in place and shall maintain that policy in effect as the Board determines. A copy of the policy is enclosed. 4- Pre-Approved Expenses: The Company will reimburse you for expenses pre-approved in writing from the Chairman of the Board which are incurred in connection with its business, including expenses for travel, lodging, meals, beverages, entertainment and other items in accordance with policies established by the Company. I feel that you can make a significant contribution to CTC's continued growth and hope that you will favorably consider this offer and look forward to having you come aboard. Please acknowledge the above by simply signing below and fax back to my attention at (801) 963-8823. Corporate Headquarters 4125 South 6000 West - West Valley City - Utah 84128 * Tel: (801) 963-5112 * Fax: (801) 963-5180 www.cirtran.com Respectfully, CirTran Corporation /s/ Iehab Hawatmeh Iehab J. Hawatmeh Chairman of the Board Accepted and Agreed to: /s/ Don L. Buehner - ------------------------------ By: Don L. Buehner Date: August 31, 2007 Corporate Headquarters 4125 South 6000 West - West Valley City - Utah 84128 * Tel: (801) 963-5112 * Fax: (801) 963-5180 www.cirtran.com - -------------------------------------------------------------------------------- EX-99.2 3 cirtran8k082107ex99-2.txt PRESS RELEASE DATED OCTOBER 1, 2007 ================================================================================ For Immediate Release - --------------------- Contact: - -------- Iehab J. Hawatmeh CirTran Corporation (801) 963-5112 iehab@cirtran.com - ----------------- CirTran Names Top Utah Businessman Don L. Buehner to Board of Directors SALT LAKE CITY, October 2, 2007 -- CirTran Corporation (OTCBB: CIRC), an international full-service contract manufacturer of IT, consumer and consumer electronics products, said today that Don L. Buehner, one of the top businessmen in Utah, has joined its Board of Directors as its second outside member as of October 1, 2007. Mr. Buehner joins Iehab J. Hawatmeh, CirTran's founder and president, and Fadi Nora, a financial industry executive, on the Board. "Don Buehner has achieved tremendous success in a business career spanning more than half a century and is widely regarded as a leader of the Utah business community," said Mr. Hawatmeh. "His experience and in particular his financial background should prove invaluable in helping guide CirTran. Truly, we are honored that Don will be a member of our Board." Mr. Buehner, 78, has been an entrepreneur and a leader of several businesses - including many in the lighting industry - since the 1960s. He started Traco Ltd., took it international, and until recently served as chairman of Lite Touch(R). He is the owner of DB Finance, which has discounted commercial paper for more than 40 years, provides factoring services, and buys, and leases commercial properties. Mr. Buehner said that he "is excited about the path being taken by CirTran. I know and respect Iehab Hawatmeh as an entrepreneurial executive with an aggressive outlook. CirTran is growing in the U.S. and in manufacturing in China," he said, "and I am happy to join Iehab and the Board to help steer and achieve future growth." About CirTran Corporation - ------------------------- Founded in 1993, CirTran Corporation (OTC BB: CIRC, 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. Continuing to grow, in 2004 CirTran formed CirTran-Asia as a high-volume manufacturing arm and wholly owned subsidiary with its principal office in ShenZhen, China. Today, 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. The Company disclaims any obligation or intention to update any forward-looking statements. 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