Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Cirracor, Inc., 8K, 06/07/2006 HTML 15K
2: EX-2.01 Cirracor, Inc., Exhibit 2.01, First Amendment to HTML 17K
Agreement and Plan of 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.
We
previously reported that on May 18, 2006, Cirracor Inc., entered into an
Agreement and Plan of Merger (“Merger Agreement”) with Panda Ethanol, Inc. and
Grove Panda Investments LLC as more particularly set forth in that certain
Form
8-K which we filed on May 24, 2006. We stated in that 8-K that the closing
of
the Merger with Panda Ethanol, Inc. is subject to certain conditions including
the completion of a financing transaction by Panda, originally expected to
be
$110,815,000, which had been delayed. On June 7, 2006, we entered into a First
Amendment to Agreement and Plan of Merger (“First Amendment”) whereby we agreed
that Panda may issue to institutional or Accredited Investors approximately
$90,000,000 of Common Stock at a price of $6.01 per share in connection with
such financing. On June 7, 2006, that financing transaction was completed.
The
First Amendment also provided that effective as of immediately after the
Effective Time of the Merger and for a period of 24 months thereafter, no more
than 10% of the shares outstanding on a fully diluted basis as of the Effective
Time of the Merger shall be reserved for grant or issuance under any Stock
Option Plans. The other conditions to the Merger as outlined in our Form 8-K
are
unaffected by the First Amendment.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
Exhibit
2.01 First Amendment to Agreement and Plan of Merger, June 7, 2006. The
appendices to the First Amendment have been omitted from this filing. An index
of the appendices is contained in the First Amendment, and the appendices 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.
