-----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, ATEgA1UelFdl3+06IKqY60tM24xtcq4BASBxEF4co9iDOCbqfp1W2M974/DlJKy0 rrRb6fAuFkvtJpwazb8MmQ== 0001096906-08-001898.txt : 20081015 0001096906-08-001898.hdr.sgml : 20081015 20081015092310 ACCESSION NUMBER: 0001096906-08-001898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081013 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081015 DATE AS OF CHANGE: 20081015 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: 081124064 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): October 13, 2008 --------------------- CirTran Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada - -------------------------------------------------------------------------------- (State of Other Jurisdiction of Incorporation) 000-49654 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 1.01 Entry into a Material Definitive Agreement Entry into Agreement Regarding Debentures On October 13, 2008, the Company entered into an agreement (the "Debenture Amendment Agreement") with YA Global Investments, LP (F/K/A Cornell Capital Partners, LP) ("YA"), and with Highgate House Funds, LTD. ("Highgate"). The Debenture Amendment Agreement related to two convertible debentures: a convertible debenture in the aggregate principal amount of $3,750,000 issued to Highgate on May 26, 2005, and a convertible debenture in the aggregate principal amount of $1,500,000 issued to YA in December 2005. Under the Debenture Amendment Agreement, the maturity dates of these two convertible debentures were changed from August 31, 2008, to December 31, 2008. Additionally under the Debenture Amendment Agreement, Highgate and YA acknowledged and agreed that no defaults had occurred under the two convertible debentures with respect to prior maturity dates. The parties also agreed that no other changes were made to the terms of the two debentures, and that the two debentures remained unmodified and in full force and effect. The foregoing summary of the terms and conditions of the Debenture Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement attached as an exhibit hereto, and which is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On October 14, 2008, the Company issued a press release announcing the agreement. The press release is attached hereto as Exhibit 99.2 to this Report. In accordance with General Instruction B.2 of Form 8-K, the information in this section of this Report shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. -------- 99.1 Agreement between and among CirTran Corporation, YA Global Investments, L.P., and Highgate House Funds, LTD. 99.2 Press Release dated October 14, 2008. 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: October 15, 2008 By: /s/ Iehab Hawatmeh -------------------------------- Iehab J. Hawatmeh, President 3 - -------------------------------------------------------------------------------- EX-99.1 2 cirtran8kexh991.txt ================================================================================ Exhibit 99.1 AGREEMENT THIS AGREEMENT (the "Agreement") is entered into as of October 13, 2008, between and among CIRTRAN CORP., a corporation organized and existing under the laws of the State of Nevada (the "Company"), YA GLOBAL INVESTMENTS, L.P. f/k/a Cornell Capital Partners, L.P. ("YA Global"), and HIGHGATE HOUSE FUNDS, LTD. ("Highgate"). The Company, Highgate, and YA Global may each be referred to herein as a "Party" and collectively as the "Parties." A. The Company has issued to Highgate a $3,750,000, 5% Secured Convertible Debenture dated as of May 26, 2005 (the "May 2005 Debenture"). B The Company has issued to YA Global: (i) a $1,500,000, 5% Secured Convertible Debenture dated as of December 30, 2005 (the "December 2005 Debenture"), and (ii) a $1,500,000, 5% Secured Convertible Debenture dated as of August 23, 2006 (the "August 2006 Debenture," and together with the December 2005 Debenture, the "YA Global Debentures"). C. As originally issued, all remaining principal and interest on the May 2005 Debenture was due on December 31, 2007, with a fifteen (15) day cure period for its payment. D. On December 31, 2007, the Parties entered into an agreement (the "First Extension Agreement") to extend the due date of the May 2005 Debenture to August 31, 2008. E. The Parties now desire to further extend the due date of the May 2005 Debenture to December 31, 2008. F. As originally issued, all remaining principal and interest on the December 2005 Debenture was due on July 30, 2008, with a fifteen (15) day cure period for its payment. G. Pursuant to the First Extension Agreement, the Parties extended the due date of the December 2005 Debenture to August 31, 2008. H. The Parties now desire to further extend the due date of the December 2005 Debenture to December 31, 2008. NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Parties hereto agree as follows: 1. Due Dates Extended. A. May 2005 Debenture. The due date of the May 2005 Debenture is hereby extended to December 31, 2008. B. December 2005 Debenture. The due date of the December 2005 Debenture is hereby extended to December 31, 2008. 2. No Default. Highgate expressly acknowledges and agrees that no default has occurred under the May 2005 Debenture for non-payment on the maturity date or during the 15-day cure period. YA Global expressly acknowledges and agrees that no default has occurred under the December 2005 Debenture for non-payment on the maturity date or during the 15-day cure period. 3. No Other Changes. The Company, Highgate, and YA Global acknowledge and agree that, except as specifically waived or modified by the terms of this Agreement or the First Extension Agreement, the May 2005 Debenture and the YA Global Debentures shall remain unmodified and in full force and effect, and shall not in any way be changed, modified or superseded by the terms set forth in this Agreement. For the avoidance of doubt, the parties hereto agree that as set forth in the First Extension Agreement the interest rate on the May 2005 Debenture and the YA Global Debentures is 12% with respect to any principal amounts remaining unpaid as of the date of the First Extension Agreement. 4. Disclosure of Amendment. The Company hereby agrees that it will disclose its entry into this Agreement by filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission within the time prescribed by applicable securities laws and rules. 5. Miscellaneous. (a) This Amendment is made pursuant to and in accordance with the terms and conditions of the May 2005 Debenture and the December 2005 Debenture, and represents an effective amendment and modification of such debentures pursuant to their terms. (b) All capitalized but not defined terms used herein shall have those meanings ascribed to them in the applicable May 2005 Debenture and/or December 2005 Debenture. (c) All provisions in the May 2005 Debenture and December 2005 Debenture and any amendments, schedules or exhibits thereto in conflict with this Agreement shall be and hereby are changed to conform to this Agreement. SIGNATURE PAGE TO FOLLOW. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. COMPANY: CIRTRAN CORP. By: /s/ Iehab Hawatmeh ---------------------------- Name Iehab J. Hawatmeh Title: President & CEO YA GLOBAL INVESTMENTS, L.P. By: Yorkville Advisors LLC Its: Investment Manager By: /s/ Mark Angelo ---------------------------- Name Mark A. Angelo Title: Portfolio Manager HIGHGATE HOUSE FUNDS By: Yorkville Advisors LLC Its: Investment Manager By: /s/ Mark Angelo ---------------------------- Name Mark A. Angelo Title: Portfolio Manager - -------------------------------------------------------------------------------- EX-99.2 3 cirtran8kexh992.txt ================================================================================ Exhibit 99.2 For Immediate Release - --------------------- Company Contact: - ---------------- Iehab J. Hawatmeh CirTran Corporation +(801) 963-5112 iehab@CirTran.com - ----------------- CirTran Extends Maturity Dates on Debentures SALT LAKE CITY, October 14, 2008 -- CirTran Corporation (OTCBB: CIRC), an international, full-service contract manufacturer of IT, consumer and electronics products, announced today that maturity dates in connection with two debenture agreements had been extended. CirTran CFO David Harmon said the maturity date extensions involve two convertible debentures issued in 2005 by CirTran to YA Global Investments, LP (formerly known as Cornell Capital Partners, LP) and to Highgate House Funds, LTD. The maturity dates for both debentures, previously due August 31, 2008, were extended to December 31, 2008. "CirTran continues to maintain positive relationships with YA Global Investments and Highgate," said Mr. Harmon. "We appreciate their confidence in our plans and progress, as well as their willingness to continue working with us on the terms of these debenture agreements." About CirTran Corporation - ------------------------- Founded in 1993, CirTran Corporation (www.cirtran.com) has evolved from its roots as a premier international, full-service contract manufacturer. From its headquarters in Salt Lake City, where it operates along with its Racore Technology (www.racore.com) electronics manufacturing subsidiary from an ISO 9001:2000-certified facility, CirTran has grown in scope and geography. Today, CirTran's operations include: CirTran-Asia, a subsidiary with principal offices in ShenZhen, China, which manufactures high-volume electronics, fitness equipment, and household products for the multi-billion-dollar direct response industry; CirTran Online, which offers products directly to consumers through major retail web sites, and CirTran Beverage, which has partnered with Play Beverages, LLC to introduce the Playboy Energy Drink. 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. CirTran disclaims any obligation or intention to update any forward-looking statement. 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