U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CIRTRAN CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada 68-0121636
(State of incorporation) (I.R.S. Employer
Identification No.)
4125 SOUTH 6000 WEST
WEST VALLEY CITY, UTAH 84128
(801) 963-5112
(Address and telephone number of registrant's principal executive offices
and principal place of business)
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IEHAB HAWATMEH
4125 SOUTH 6000 WEST
WEST VALLEY CITY, UTAH 84128
(801) 963-5112
(Name, Address and telephone number of agent for service)
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Copies to:
BRENT CHRISTENSEN
Parsons Behle & Latimer
201 South Main Street, Suite 1800
Salt Lake City, Utah 84111
(801) 532-1234
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Calculation of Registration Fee
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Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
Of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
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Common Stock, $0.001 Par Value 1,000,000 $1.50 $1,500,000 $375.00
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The offering price per share for the selling security holders was estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457
of Regulation C. Pursuant to Rules 457(c) and (h) of the Securities Act of 1933,
as amended, the registration fee has been calculated based upon a price of $1.50
per share, the average of the high and low sales prices of the common stock on
July 20, 2001 as reported on the Electronic Over The Counter Bulletin Board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
Item 2. Registrant Information and Employee Plan Annual Information.
See response to Item 1. above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Registrant's latest Annual Report for the year ending December 31,
2000 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 ("Exchange Act");
(b) Registrant's Form 10-QSB for the three-month period ending March
31, 2001; and
(c) All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregistered all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Common Stock
The registrant's authorized capital consists of 500,000,000 shares of
common stock, $0.001 par value, and as of June 29, 2001, 10,420,067 shares of
common stock were issued and outstanding. The registrant is not authorized to
issue preferred stock.
Each holder of common stock is entitled to a pro rata share of cash
distributions made to shareholders, including dividend payments, and is entitled
to one vote for each share of record on all matters to be voted on by
shareholders. There is no cumulative voting with respect to the election of
directors or any other matter. Therefore, the holders of more than 50% of the
shares voted for the election of directors can elect all of the directors. The
holders of common stock are entitled to receive dividends when, as and if
declared by our board of directors, in its sole discretion, from funds legally
available for such use. In the event of our liquidation, dissolution or winding
up, the holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of our liabilities
and after provision has been made for each class of stock, if any, having any
preference in relation to our common stock. Holders of common stock have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the common stock.
The registrant has never declared or paid a cash dividend on its capital stock,
nor does it expect to pay such cash dividends in the foreseeable future. The
registrant currently intends to retain its earnings, if any, for use in our
business. Any dividends declared in the future will be at the discretion of the
board of directors and subject to any restrictions that may be imposed by
lenders.
The registrant has elected not to be governed by the terms and provisions of the
Nevada Private Corporations Law that are designed to delay, defer or prevent a
change in control of the registrant.
Registration Rights and Related Matters
Pursuant to an agreement dated November 3, 2000 and as part of its debt
settlement with Future Electronics Corporation, or Future, the registrant
granted certain registration rights to Future with respect to 352,070 shares of
common stock. These rights provide Future with the opportunity, subject to
certain terms and conditions, to include up to 50% of the common stock that it
holds in any registration statement filed by the registrant. Among other things,
the registrant agreed to pay any costs incurred with the registration of such
stock and to keep any filed registration statement active for a period of 180
days or until the distribution contemplated in the registration statement has
been completed. Future's registration rights are assignable and transferable to
any individual or entity that does not directly compete with the registrant.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our Bylaws provide, among other things, that our officers or directors are not
personally liable to us or to our stockholders for damages for breach of
fiduciary duty as an officer or director, except for damages for breach of such
duty resulting from (a) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (b) the unlawful payment of dividends.
Our Bylaws also authorize us to indemnify our officers and directors under
certain circumstances. We anticipate we will enter into indemnification
agreements with each of our executive officers and directors pursuant to which
we will agree to indemnify each such person for all expenses and liabilities
incurred by such person in connection with any civil or criminal action brought
against such person by reason of their being an officer or director of the
Company. In order to be entitled to such indemnification, such person must have
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to criminal actions, such
person must have had no reasonable cause to believe that his conduct was
unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
A. Rule 415 Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. Subsequent Exchange Act Filings Undertakings
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Indemnification Undertakings
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the
requirements of filing on Form S-8 and have authorized this registration
statement to be signed on our behalf by the undersigned, in the city of Salt
Lake City, Utah, on July 26, 2001.
CIRTRAN CORPORATION
A Nevada Corporation
By: /s/ Iehab Hawatmeh
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Iehab Hawatmeh
Its: President and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
/s/ Iehab Hawatmeh July 26, 2001
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Iehab Hawatmeh
President, Chief Financial Officer and Director
/s/ Raed Hawatmeh July 26, 2001
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Raed Hawatmeh
Director
/s/ Trevor Saliba July 26, 2001
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Trevor Saliba
Director
POWER OF ATTORNEY
The persons whose signatures appears below constitute and appoint and hereby
authorize Iehab Hawatmeh with the full power of substitution, as
attorney-in-fact, to sign in such person's behalf, individually and in his
capacity as a director, and to file any amendments, including post-effective
amendments to this Registration Statement.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacity and
on the date stated.
/s/ Raed Hawatmeh July 26, 2001
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Raed Hawatmeh
Director
/s/ Trevor Saliba July 26, 2001
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Trevor Saliba
Director
EXHIBIT INDEX
Exhibit Number Description
4.1 CirTran Corporation 2001 Stock Plan
5.1 Opinion of Parsons Behle & Latimer
15.1 Inapplicable
23.1 See Exhibit 5.1
23.3 Consent of Grant Thorton
24.1 Power of Attorney (see signature page)