UNITED
STATES
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): May 4, 2015
CirTran
Corporation
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-49654 |
|
68-0121636 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
4125 South 6000 West |
|
|
West Valley City, Utah |
|
84128 |
(Address of principal executive offices) |
|
(Zip
code) |
Registrant’s
telephone number, including area code: (801) 963-5112
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM
3.03—MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See
Item 5.03—Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
ITEM
5.03—AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
May 4, 2015, the stockholders of CirTran Corporation approved an amendment to the Corporation’s articles of incorporation
providing for a 1,000-to-1 reverse split of the Corporation’s common stock and a decrease of the Corporation’s authorized
common stock to 100,000,000 shares, par value $0.001. The amendment had previously been approved by the board of directors on
October 24, 2014. The Second Amendment to Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.04, has been
filed with the Nevada Secretary of State and is intended to be effective as of 8:00 a.m., local time, on Monday, May 25, 2015,
subject to approval by FINRA.
In
lieu of issuing fractional shares resulting from the reverse split, fractional shares otherwise issuable to a registered holder
will be rounded upward to the nearest whole share. If required FINRA approval is not received in order for the reverse split to
be effective on May 25, 2015, the Corporation will select another date and announce it publicly in a Current Report on Form 8-K.
ITEM
5.07—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
May 4, 2015, at a special meeting of the stockholders of CirTran Corporation, the stockholders voted as indicated on the following
matters submitted to them for consideration:
(a) to
approve a proposed amendment to the Company’s Articles of Incorporation to recapitalize the Company by reverse-splitting
the outstanding common stock 1,000-to-one:
For |
|
Against |
|
Abstain |
2,823,634,749 |
|
701,960,974 |
|
19,210,123 |
(b) to
approve a proposed amendment to the Company’s Articles of Incorporation to recapitalize the Company by reducing the authorized
common stock to 100,000,000 shares, par value $0.001:
For |
|
Against |
|
Abstain |
2,895,960,879 |
|
393,073,428 |
|
255,871,239 |
The
other proposals to authorize a class of preferred stock and to authorize the Company to adjourn the meeting were not submitted
to the stockholders for approval.
ITEM
9.01—FINANCIAL STATEMENTS AND EXHIBITS
The
following is filed as an exhibit to this report:
Exhibit
Number* |
|
Title
of Document |
|
Location |
|
|
|
|
|
Item 3 |
|
Articles of
Incorporation and Bylaws |
|
|
3.04 |
|
Second Amendment
to Articles of Incorporation of CirTran Corporation |
|
Attached |
| * | All
exhibits are numbered with the number preceding the decimal indicating the applicable
SEC reference number in Item 601 and the number following the decimal indicating the
sequence of the particular document. |
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 |
|
|
|
Dated: May 8,
2015 |
By: |
/s/ Iehab
J. Hawatmeh |
|
|
Iehab J. Hawatmeh,
President |
SECOND
AMENDMENT
TO
THE ARTICLES OF INCORPORATION OF
CIRTRAN
CORPORATION
This
Second Amendment to the Articles of Incorporation of CirTran Corporation (hereinafter referred to as the “Corporation”),
has been duly adopted in accordance with Section 78.390 of the Nevada Revised Statutes.
1. Name.
The name of the Corporation is CirTran Corporation.
2. Amendment.
The text of the Articles of Incorporation is to be amended by striking Article IV, as amended to date, in its entirety, and inserting
a new Article IV reading as follows:
ARTICLE
IV
CAPITALIZATION
(a) Effective
as of the date of filing this Second Amendment to the Articles of Incorporation (the “Effective Time”), each
1,000 issued and outstanding shares of Common Stock shall thereupon be combined into one share of validly issued, fully paid,
and nonassessable Common Stock. Each stock certificate that prior to the Effective Time represented shares of Common Stock shall,
following the Effective Time, represent the number of shares of Common Stock into which the shares represented by such certificate
shall be combined. The Corporation shall not issue fractional shares or scrip as the result of the combination of shares, but
shall issue to each record holder of Common Stock that number of shares obtained by rounding fractional shares otherwise issuable
pursuant to the foregoing combination to the next higher number of whole shares.
(b) The
Corporation shall have the authority to issue 100,000,000 shares of common stock, par value $0.001 per share (“Common
Stock”). Shares of any class of stock may be issued, without stockholder action, in one or more series, as may from
time to time be determined by the board of directors. The board of directors is hereby expressly granted authority, without stockholder
action, and within the limits set forth in the Nevada Revised Statutes, to:
(i) designate,
in whole or in part, the voting powers, preferences, limitations, restrictions, and relative rights of any class of shares before
the issuance of any shares of that class;
(ii) create
one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the
voting powers, preferences, limitations, restrictions, and relative rights of the series, all before the issuance of any shares
of that series; or
(iii) alter
or revoke the preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or
any wholly unissued series of any class of shares.
(c) The
allocation between the classes or among the series of each class of unlimited voting rights and the right to receive the Corporation’s
net assets upon dissolution shall be as designated by the board of directors. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein or in the Corporation’s bylaws, or in any amendment hereto
or thereto, shall be vested in the Common Stock. Accordingly, unless and until otherwise designated by the board of directors,
and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive
the Corporation’s net assets upon dissolution.
The
foregoing Second Amendment to the Articles of Incorporation was adopted by resolution of the Corporation’s board of directors
on October 24, 2014, and by the holders of a majority of the Corporation’s issued and outstanding common stock on May 4,
2015, pursuant to the Nevada Revised Statutes. The Corporation has only Common Stock issued and outstanding. The number of shares
of Common Stock issued and outstanding and entitled to vote on March 2, 2015, the record date for consideration of the foregoing
amendment, was 4,498,891,910. The proposal to recapitalize the Corporation by reverse-splitting the outstanding common stock 1,000-to-one
was adopted by a vote of a majority of the outstanding stock, with 2,823,634,749 shares voted for, 701,960,974 shares voted against,
and 19,210,123 shares abstaining, and proposal to recapitalize the Corporation by reducing the authorized common stock to 100,000,000
shares, par value $0.001, was adopted by a vote of a majority of the outstanding stock, with 2,895,960,879 shares voted for, 393,073,428
shares voted against, and 255,871,239 shares abstaining. By executing this Second Amendment to the Articles of Incorporation,
the president does hereby certify that on May 4, 2015, the foregoing amendment was authorized and approved pursuant to Section
78.390 of the Nevada Revised Statutes. The undersigned affirms and acknowledges, under penalties of perjury, that the foregoing
instrument is his act and deed and that the facts stated herein are true.
DATED
this 6th day of May, 2015.
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CIRTRAN
CORPORATION |
|
|
|
By: |
/s/
Iehab Hawatmeh |
|
|
Iehab
Hawatmeh, President |
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