circ8ka20100305b.htm
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): March 5,
2010
|
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 Divestiture
Agreements
On March 5, 2010, CirTran Corporation,
a Nevada corporation (the “Company”), and KATANA
ELECTRONICS, LLC, a Utah limited liability company (“KATANA”) entered into
certain agreements related to the Company’s divestiture of its legacy electronic
manufacturing business (the “Divestiture
Agreements”). The Divestiture Agreements include an Assignment
and Assumption Agreement, Sublease Agreement and Equipment Lease.
An
overview and summary of the Divestiture Agreements follows. The
summaries of the terms and conditions of the Divestiture Agreements do not
purport to be complete, and are qualified in their entirety by reference to the
full text of the agreements attached as exhibits hereto.
Assignment
and Assumption Agreement
The Assignment and Assumption
Agreement, dated March 5, 2010, between the Company and KATANA (the “Assignment
Agreement”) sets forth the terms and conditions of the Company’s transfer
of its right, title, interest, obligations and duties in, under and to all of
the Company’s open and active purchase orders relating to its legacy electronics
manufacturing business existing as of March 5, 2010 (the “Purchase
Orders”). In exchange for the assignment of Purchase Orders,
KATANA agreed to assume all obligations under and service the Purchase Orders
and indemnify the Company from any losses or claims arising from or under the
Purchase Orders as of the date of the Assignment Agreement.
The Company made standard
representations regarding the ownership and status of the Purchase Orders in
connection with the assignment.
Sublease Agreement
In connection with the assignment of
the Purchase Orders pursuant to the Assignment Agreement, the Company entered
into a Sublease Agreement with KATANA (the “Sublease”). The
Company leases from Don L. Buehner the real property and its improvements
located at 4125 South 6000 West, West Valley, Utah, 84128 (the “Premises”). Pursuant
to the terms of the Sublease, the Company will sublease a certain portion of the
Premises to KATANA consisting of the warehouse, electronics product
manufacturing and assembly area, and office space used as of the close of
business on March 4, 2010, for the legacy electronics manufacturing business of
the Company.
The term of the Sublease is for two (2)
months with automatic renewal periods of one month each. The base
rent under the Sublease is $8,500 per month. The Sublease contains
normal and customary use restrictions, indemnification rights and obligations,
default provisions and termination rights.
Equipment
Lease
In connection with the assignment of
the Purchase Orders pursuant to the Assignment Agreement, the Company entered
into an Equipment Lease with KATANA (the “Equipment Lease”) for
the lease of certain machinery and equipment related to the Company’s
divested legacy electronics manufacturing business.
The term of the Equipment Lease is two
(2) months with automatic renewal periods of one month each. The base
rent under the Equipment Lease is $1,000 per month. The Equipment
Lease contains normal and customary use restrictions, indemnification rights and
obligations, default provisions and termination rights.
As noted
above, the foregoing summaries of the terms and conditions of the Divestiture
Agreements do not purport to be complete, and are qualified in their entirety by
reference to the full text of the agreements attached as exhibits hereto, and
which are incorporated herein by reference.
Item
7.01. Regulation
FD Disclosure.
On March
11, 2010, the Company issued a press release announcing the Divestiture
Agreements. The press release is attached hereto as Exhibit 99.4 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.
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:
March 11, 2010
|
By: /s/ Iehab
Hawatmeh
|
|
|
Iehab
J. Hawatmeh, President
|
|
|
|