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): November 5, 2002
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CirTran Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State of Other Jurisdiction of Incorporation)
0-26059 68-0121636
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(Commission File Number (IRS Employer Identification No.)
4125 South 6000 West, West Valley City, Utah 84128
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(Address of Principal Executive Offices) (Zip Code)
801.963.5112
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(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
Equity Line of Credit Agreement
On November 5, 2002, we entered into an Equity Line of Credit Agreement
(the "Equity Line Agreement") with Cornell Capital Partners, LP, a private
investor (the "Equity Line Investor" or "Selling Shareholder")). Under the
Equity Line Agreement, we have the right to draw up to $5,000,000 from the
Equity Line Investor against an equity line of credit (the "Equity Line"), and
to put to the Equity Line Investor shares of our common stock in lieu of
repayment of the draw. The number of shares to be issued is determined by
dividing the amount of the draw by the lowest closing bid price of our common
stock over the five trading days after the advance notice is tendered. The
Equity Line Investor is required under the Equity Line Agreement to tender the
funds requested by us within two trading days after the five-trading-day period
used to determine the market price.
In connection with the Equity Line Agreement, we granted registration
rights to the Equity Line Investor, in connection with which we are required to
file a registration statement. We are required to use our best efforts to have
the registration statement declared effective by the SEC, and we are unable to
draw on the Equity Line until the registration statement has been declared
effective.
Finally, we also issued 125,000 shares of our common stock to Aegis
Capital Corp., who acted as a finder in connection with the Equity Line
Agreement; 62,500 shares to counsel for Cornell; and 2,375,000 shares to Cornell
as consideration for entering into the Equity Line Agreement. The resales of all
of these shares will be covered by the registration statement to be filed.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits.
10.1 Private Equity Line of Credit Agreement between
CirTran Corporation and Cornell Capital Partners LP,
dated as of November 5, 2002.
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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: November 12, 2002 By: /s/ Iehab J. Hawatmeh
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Iehab J. Hawatmeh, President