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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): July 3, 2006
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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)
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(Former Name or Former Address, if Changed Since Last Report)
Item 1.01 Entry into a Material Definitive Agreement
On July 3, 2006, CirTran Corporation (the "Company") finalized a Marketing and
Distribution Agreement (the "MD Agreement") with Media Syndication Global, LLC,
a Delaware limited liability company ("MSG"). The MD Agreement relates to the
marketing and distribution by MSG of a product designed by Advanced Beauty
Solutions, LLC ("ABS"), which were purchased by the Company.
Background
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In a Current Report filed with the SEC on June 13, 2006, the Company announced
that it had closed a transaction (the "Asset Purchase") whereby the Company
purchased certain assets of ABS, subject to the approval of the U.S. Bankruptcy
Court adjudicating the bankruptcy proceedings of ABS (the "Bankruptcy Court").
On June 7, 2006, the Bankruptcy Court entered an order approving the Asset
Purchase.
Pursuant to the order entered by the Bankruptcy Court, the Company was required
to give to Tristar Products, Inc. ("Tristar") a first-right opportunity to enter
into a world-wide marketing and distribution agreement with the Company. The
term of the first-right period ended on July 3, 2006.
Prior to the approval of the Asset Purchase by the Bankruptcy Court, and in
anticipation of such approval, the Company had entered into the MD Agreement
with MSG, subject to (A) the approval of the Asset Purchase by the Bankruptcy
Court; (B) the Company's completion of the purchase of ABS's assets; and (C) the
Company's failure to enter into a distribution agreement with Tristar. The
Company and MSG entered into the MD Agreement on April 24, 2006, although the
effective date of the MD Agreement was the date on which all three conditions
listed above were satisfied. Additionally, the MD Agreement provided to MSG the
opportunity to perform test marketing of the product, which was successfully
completed.
Pursuant to the MD Agreement, the Company granted to MSG the exclusive,
world-wide rights to advertise, promote, market, sell, and otherwise distribute
the True Ceramic Pro Bionic hair styler (the "Product"), designed by ABS.
Additionally, MSG agreed that during the term of the MD Agreement, MSG would
purchase 100% of its requirements of the Product, together with any products
that are substantially similar to the Product (a "Similar Product"), from the
Company. MSG also agreed that it would not purchase, manufacture, or cause any
third party to manufacture any Similar Product during the term of the MD
Agreement and for one year following the termination of the MD Agreement, except
from the Company.
Under the MD Agreement, MSG is required to purchase an initial minimum quantity
of 10,000 units, and yearly quantities of at least 400,000 units. The initial
term of the MD Agreement is for three years from the effective date. If MSG has
purchased the required minimum quantities during the initial term, the MD
Agreement will renew for additional one-year terms.
The MD Agreement may be terminated by either party upon 45 days' notice to the
other party upon the breach by the other party of any material terms, covenants,
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conditions, or obligations under the MD Agreement. However, if the breach upon
which such notice of termination is based shall have been fully cured to the
reasonable satisfaction of the non-breaching party within such notice period,
then such notice of termination shall be deemed rescinded. The Company and MSG
agreed that such right of termination was in addition to such other rights and
remedies as the terminating party would have under applicable law.
The Company and MSG agreed that all customer lists, price lists, written and
unwritten marketing plans, techniques, methods and data, sales and transaction
data, and other information designated or deemed either by MSG or the Company as
being confidential or a trade secret, shall constitute confidential information
of MSG or the Company, respectively ("Confidential Information"). The Company
and MSG agreed to hold all Confidential Information in the strictest confidence
and shall protect all Confidential Information with the same degree of care that
MSG or the Company would exercise with respect to its own proprietary
information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Marketing and Distribution Agreement, dated as of April 24, 2006,
by and between Media Syndication Global, LLC, and CirTran
Corporation.
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: July 10, 2006 By:/s/ Iehab J. Hawatmeh
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Iehab J. Hawatmeh, President
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