Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Cirracor, Inc. 8K, 05/18/2006 HTML 14K
2: EX-2 Cirracor, Inc., Exhibit 2, Agreement and Plan of HTML 224K
Merger
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization)
33-0986282
(I.R.S.
Employer Identification No.)
3375
Toopal Drive, Suite 101, Oceanside, California
(Address
of principal executive offices)
92054
(Zip
Code)
760.277.1505
(Registrant's
Telephone Number, Including Area Code)
1
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
May18, 2006 Cirracor, Inc. entered into an Agreement and Plan of Merger (“Merger
Agreement”) with Panda Ethanol, Inc. and Grove Panda Investments, LLC. Pursuant
to the terms of the Merger Agreement, prior to the effective time of the merger,
Cirracor, Inc. is required to effect a reverse stock split whereby each share
of
Cirracor shall be converted into 0.340885 of a share of Cirracor stock amounting
in the aggregate to 1,200,000 shares and all such shares taken together shall
represent 4% of the issued and outstanding, stock of the surviving corporation.
The merger has been structured so that Panda Ethanol, Inc. will merge into
Cirracor, Inc. with Cirracor, Inc. as the surviving corporation. At the
effective date of the merger, Cirracor, Inc. will change its name to Panda
Ethanol, Inc. Grove Panda Investments, LLC, an owner of 71% of the common stock
of Cirracor, Inc., has
agreed to pledge 700,000 of its shares of Cirracor,
Inc. as collateral for the representations and warranties made by Cirracor,
Inc.
in the Merger Agreement. The closing of the merger is subject to shareholder
approval and certain other conditions including the completion of a financing
transaction by Panda Ethanol, Inc., which has been delayed. There can be no
assurance that such financing transaction will be completed. Pursuant to the
Merger Agreement, the surviving corporation will grant certain piggyback
registration rights to Grove Panda Investments, LLC. The merger is subject
to
termination under certain conditions including if the proxy statement for
Cirracor shareholder approval is not cleared by the SEC within 90 days following
the later of (A) the delivery of audited financial information by Panda
Ethanol, Inc. to Cirracor for use in Cirracor's proxy statement and (B) the
delivery by Panda Ethanol, Inc. of other information reasonably necessary for
such proxy statement, or if the merger is not consummated within 30 days
thereafter.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
Exhibit
2. Agreement and Plan of Merger, May 18, 2006. The schedules and exhibits have
been omitted from this filing. An exhibit of the schedules and exhibits is
contained in the Merger Agreement, and the schedules and exhibits are available
to the Securities and Exchange Commission upon request.
2
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, thereunto
duly authorized.
