-----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, PvSqqLXXdwb/Po4DDfjyNjGSSQoLXohbAVkxTYBnHMSpEm7iBoLUyPYLRQGsidMt sKLYmWzLtbwta136q8Dm4A== 0001096906-08-000800.txt : 20080501 0001096906-08-000800.hdr.sgml : 20080501 20080501101825 ACCESSION NUMBER: 0001096906-08-000800 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080425 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 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: 08792690 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 cirtran8k.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): April 25, 2008 ------------------ 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) 1 Item 1.01 Entry into a Material Definitive Agreement Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Issuance of Promissory Note; Entry into Subscription Agreement - -------------------------------------------------------------- On April 25, 2008, CirTran Corporation (the "Company"), issued a promissory note (the "Note") for an aggregate indebtedness of $315,000 to Albert Hagar (the "Noteholder"). Additionally, the Company entered into a subscription agreement (the "Subscription Agreement") with the Noteholder. The Company previously disclosed the issuance of promissory notes to five investors in a Current Report on Form 8-K, filed with the Commission on April 7, 2008. Under the terms of the Note, the Company received proceeds of $300,000. The Company agreed to repay an aggregate of $315,000, which consists of the amount borrowed plus a "five percent (5%) borrowing fee." The Note is due and payable within 30 days after demand is made for payment. The Noteholder agreed not to demand payment within the first 30 days after the Note was issued. The Company is entitled to pre-pay any or all amounts of the Note with no penalty. Upon the first to occur of (i) the date thirty-one days after the date of the Note, or (ii) the occurrence of an Event of Default, as defined in the Note, unless the Event of Default has been cured within any grace period set forth in the Note, the Note will also bear interest at twelve percent (12%) per annum, based on a 365-day year. Events of default include a default in the payment of any payment of principal of the Note when the same becomes due and payable, and remains in default for a period of 20 days after the Noteholder gives notice of such default. Other events of default are listed in the Note. In connection with the Company's issuance of the Note, Iehab Hawatmeh, the Company's President, gave a personal guarantee on the amount of the Note, whereby Mr. Hawatmeh agreed that in the event the Company fails to cure an Event of Default (as defined in the Note) and after all legal remedies by the Noteholder have been attempted to collect the money from the Company, Mr. Hawatmeh agreed to pay upon demand by the Noteholder all the principal amount then owing pursuant to the provisions of the Note. The Company intends to use the proceeds from the issuance of the Note in connection with the business of CirTran Beverage Corp., a Utah corporation and wholly owned subsidiary of the Company. The Company also entered into a Subscription Agreement with the Noteholder in connection with the issuance of the Note. (The Form of Subscription Agreement for Mr. Hagar was the same as was filed as an exhibit to the Company's prior Current Report on Form 8-K discussed above.) The Noteholder represented that he was an accredited investor, that he had reviewed the Company's publicly filed reports to his satisfaction, and that he acknowledged that the Note was restricted. 2 The foregoing summaries of the terms and conditions of the Note and the Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the respective documents, either attached as exhibits hereto or previously filed, and which are hereby incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. -------- 99.1 Promissory Note 99.2 Form of Subscription Agreement (previously filed as an exhibit to the Company's Current Report on Form 8-K, filed with the Commission on April 7, 2008, and incorporated herein by reference). 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 1, 2008 By: /s/ Iehab Hawatmeh ------------------------------ Iehab J. Hawatmeh, President 3 - -------------------------------------------------------------------------------- EX-99.1 2 cirtran8kexh991.txt ================================================================================ Exhibit 99.1 PROMISSORY NOTE $315,000.00 April 25, 2008 FOR VALUE RECEIVED, the undersigned, CirTran Corporation, a Nevada corporation (the "Debtor"), hereby promises to pay to the order of Albert Hagar (the "Payee"), the principal amount of Three Hundred Fifteen Thousand and 00/100 Dollars ($315,000.00), which includes a five percent (5%) borrowing fee, and subject to adjustment as provided below. 1. Payment and Prepayments ----------------------- 1.1 Principal Payment. At any time after thirty days after the date of this Note the Payee may make demand for payment of principal, and the principal, together with accrued interest (if any), shall be due and payable thirty (30) days after such demand is made. The Payee may not make demand for payment within thirty days after the date of this Note. 1.2 Prepayment. The Debtor may prepay the Note in whole or in part prior to the thirty-day maturity date of this note without written consent from the Payee. 1.3 Method of Payment. All payments (including prepayments) by the Debtor on account of this Note shall be mailed to the Payee at the following address, or such other address as the Payee shall specify in writing: Albert Hagar 13052 Scott Santa Ana, CA 92705 1.4 Payment Dates. If the date any payment otherwise comes due is a Saturday, Sunday, or holiday, the payment to be made on such date shall be paid on the subsequent business day after such date. 2. Interest After Maturity or Upon Default --------------------------------------- 2.1 Upon the first to occur of (i) the date thirty one days after the date of this Note, or (ii) the occurrence of an Event of Default, as defined herein, unless the Event of Default has been cured within any grace period expressly set forth herein, an interest rate shall be imposed at twelve percent (12%) per annum, based on a 365-day year. 3. Default ------- 3.1 Events of Default. An "Event of Default" occurs if (i) the Debtor defaults in the payment of any payment of principal of this Note when the same becomes due and payable, and remains in default for a period of 20 days after Payee gives notice of such default; 1 (ii) the Debtor defaults in any of its obligations hereunder other than the payment of money, and Debtor remains in default for a period of 20 days after Payee gives notice of such default; (iii) the Debtor pursuant to or within the meaning of any Bankruptcy Law (as defined below) (a) commences a voluntary case or proceeding; (b) consents to the entry of an order for relief against it in an involuntary case or proceeding; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (d) makes a general assignment for the benefit of its creditors; or (iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (a) is for relief against the Debtor in an involuntary case or proceeding; (b) appoints a Custodian of the Debtor or for all or substantially all of its property; or (c) orders the liquidation of the Debtor; and in each case described in subsection (iv) the order or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 3.2 Acceleration, Waiver. At any time following any occurrence of an Event of Default that has not been cured within the applicable grace period, Payee may, at Payee's option, declare the entire principal and any post-maturity date interest of the Note then remaining unpaid to be due and payable immediately upon notice to Debtor. Any forbearance, failure or delay by Payee in exercising any right or remedy under this Note or otherwise available to Payee shall not be deemed to be a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. The Debtor hereby waives presentment by Payee for payment, demand, notice of dishonor and nonpayment of this Note, and consents to any and all extensions of time, renewals, waivers or modifications that may be granted by Payee with respect to the payment or other provisions of this Note. 2 3.3 Payment of Costs. If an Event of Default occurs, the Debtor will pay to the Payee such further amount as shall be sufficient to cover the costs and expenses of collection, including without limitation, reasonable attorneys' fees and expenses. 4. Miscellaneous ------------- 4.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if hand delivered or mailed, registered or certified mail, postage prepaid, return receipt requested, to the Payee at the address to which payments are to be sent, or if to Debtor to CirTran Corporation, 4125 S. 6000 West, West Valley City, Utah 84128, Attention: Iehab Hawatmeh. 4.2 Law Governing. This Note and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Utah, without regard to its conflicts of law rules. 4.3 Assignment. This Note inures to the benefit of Payee and binds the Debtor and its heirs, successors and assigns. This Note shall not be transferable or assignable, by operation of law or otherwise, by the Payee without the express written consent of the Debtor. IN WITNESS WHEREOF, the Debtor has caused this Note to be duly executed and delivered as of the date first above written. CIRTRAN CORPORATION By /s/ Iehab J. Hawatmeh ------------------------------------------- Iehab J. Hawatmeh, Chief Executive Officer 3 PERSONAL GUARANTY I, Iehab J. Hawatmeh (the "Guarantor"), do hereby personally guarantee the payment of that certain Promissory Note, dated April 25, 2008, made payable from CirTran Corporation (the "Debtor") to Albert Hagar (the "Payee"), in the principal amount of $315,000.00. In the event Debtor fails to cure an Event of Default, as defined in the aforementioned Promissory Note, and after all legal remedies by Payee have been attempted to collect the money from Debtor, Guarantor shall pay upon demand by Payee all principal amount then owing pursuant to the provisions of the Promissory Note. /s/ Iehab J. Hawatmeh ----------------------- Iehab J. Hawatmeh 4 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----