-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVZGl7PsoOkbE7vLPD7nDkqMZilV3cTaKWmET+e70C68YgggJVNdCQudOdpgW/+V eLBvV5PIEK+7HJ36Mp9VGg== /in/edgar/work/0000830736-00-000012/0000830736-00-000012.txt : 20001115 0000830736-00-000012.hdr.sgml : 20001115 ACCESSION NUMBER: 0000830736-00-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOPOOL INTERNATIONAL INC CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: [2835 ] IRS NUMBER: 581729436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-14257 FILM NUMBER: 765885 BUSINESS ADDRESS: STREET 1: 6025 NICOLLE ST SUITE A CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 8056540643 MAIL ADDRESS: STREET 1: 6025 NICOLLE STREET CITY: VENTURA STATE: CA ZIP: 93003 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 10QSB 1 0001.txt 10QSB FOR QUARTERLY PERIOD ENDED 9/30/2000 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 ------------------------------ COMMISSION FILE NUMBER 0-17714 ------------------------------ BIOPOOL INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) DELAWARE 58-1729436 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6025 NICOLLE STREET, VENTURA, CALIFORNIA 93003 (805) 654-0643 (Address of principal executive offices) (Registrant's telephone number including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- ---- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Outstanding at September 30, 2000, Common Stock, $.01 par value per share, 17,149,412 shares. ================================================================================ PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
SEPTEMBER 30, DECEMBER 31, 2000 1999 - -------------------------------------------------------------------------------- (in thousands except share data) ASSETS CURRENT ASSETS Cash ............................................. $ 4,238 $ 2,749 Accounts receivable, net ......................... 1,803 1,770 Inventories ...................................... 2,125 1,941 Prepaid expenses and other current assets ................................. 187 198 Deferred tax benefits ............................ 109 109 Net assets of discontinued operations ..................................... -- 2,256 -------- -------- TOTAL CURRENT ASSETS ............................... 8,462 9,023 PROPERTY AND EQUIPMENT ............................. 3,648 3,553 Less accumulated depreciation .................... (2,617) (2,427) -------- -------- PROPERTY AND EQUIPMENT, NET ........................ 1,031 1,126 Deferred tax benefits, non current ................. 682 -- Goodwill, net of accumulated amortization of $420 and $310 in 2000 and 1999, respectively ................... 9,689 481 OTHER ASSETS ....................................... 287 403 -------- -------- TOTAL ASSETS ....................................... $ 20,151 $ 11,033 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY TOTAL CURRENT LIABILITIES .......................... $ 1,266 $ 1,077 DEFERRED TAX LIABILITY ............................. 126 122 STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 50,000,000 shares authorized; 17,149,412 and 8,286,986 shares issued and outstanding in 2000 and 1998, respectively ......................... 162 83 Other stockholders' equity ....................... 18,597 9,751 -------- -------- TOTAL STOCKHOLDERS' EQUITY ......................... 18,759 9,834 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......... $ 20,151 $ 11,033 ======== ======== See accompanying notes to consolidated financial statements.
2 BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDING NINE MONTHS ENDING SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 - -------------------------------------------------------------------------------- (in thousands except per share data) SALES ............................ $ 2,446 $ 1,984 $ 7,688 $ 6,476 Cost of sales .................... 1,429 962 3,874 3,254 -------- -------- -------- -------- GROSS PROFIT ..................... 1,017 1,022 3,814 3,222 Operating expenses: Selling, general, administrative 1,015 795 2,817 2,247 Research and development ....... 169 48 325 241 Goodwill amortization .......... 83 12 119 35 OTHER (INCOME) EXPENSES, NET ... (64) 49 (141) 113 -------- -------- -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES . (186) 118 694 586 INCOME TAX EXPENSE ............... (33) 41 265 231 -------- -------- -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS ..................... (153) 77 429 355 DISCONTINUED OPERATIONS NET OF INCOME TAX EFFECT: Income (loss) from operations .. -- -- -- 23 Gain on disposal of net assets . -- -- -- 199 -------- -------- -------- -------- NET INCOME (LOSS) ................ $ (153) $ 77 $ 429 $ 577 ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING Basic ............................ 12,639 8,287 9,622 8,404 Effect of dilutive shares ........ 449 21 154 23 -------- -------- -------- -------- Diluted .......................... 13,088 8,308 9,776 8,427 ======== ======== ======== ======== BASIC AND DILUTED EARNINGS PER SHARE Continuing operations ............ $ (0.01) $ 0.01 $ 0.04 $ 0.04 Discontinued operations .......... -- -- -- 0.03 -------- -------- -------- -------- Net income ....................... $ (0.01) $ 0.01 $ 0.04 $ 0.07 ======== ======== ======== ======== See accompanying notes to consolidated financial statements.
3 BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NINE MONTHS ENDING SEPTEMBER 30, 2000 1999 - -------------------------------------------------------------------------------- (in thousands) OPERATING ACTIVITIES ......................... $ 295 $ 1,271 INVESTING ACTIVITIES ......................... 1,255 837 FINANCING ACTIVITIES ......................... 200 (212) EFFECT OF EXCHANGE RATES ..................... (261) (28) ------- ------- NET INCREASE (DECREASE) IN CASH .............. $ 1,489 $ 1,868 ======= ======= See accompanying notes to consolidated financial statements.
4 BIOPOOL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2000, are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 1999. The balance sheet at December 31, 1999, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Financial information presented to the notes to the consolidated financial statements excludes discontinued operations except where noted. 2. INVENTORIES SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------------------------------- (in thousands) Raw materials ................. $ 819 $ 710 Work in process ............... 693 646 Finished products ............. 613 585 ------- ------- $ 2,125 $ 1,941 ======= ======= 3. EARNINGS PER SHARE Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based upon the weighted average number of common shares and dilutive potential common shares outstanding. Potential common shares are outstanding options under the Company's stock option plans and outstanding warrants, which are included under the treasury stock method. 4. COMPREHENSIVE INCOME SFAS No. 130 requires unrealized gains and losses on the Company's foreign currency translation adjustments to be included in other comprehensive income. Total comprehensive income was $168,000 and $549,000 for the nine months ended September 30, 2000 and 1999, respectively. 5. RECLASSIFICATION Certain data in the prior year consolidated financial statements have been reclassified to conform to the 2000 presentation. The prior year consolidated financial statements have been restated to reflect ongoing operations and, accordingly, financial information presented in the notes to the consolidated financial statements excludes discontinued operations, except where noted. 5 6. SEGMENT INFORMATION The Company currently operates in two industries, in vitro diagnostic medical products and nucleic acid (DNA/RNA) testing. Within the in vitro diagnostic medical products industry, the Company has two reportable segments, Biopool International and its wholly owned operating subsidiary, Biopool Sweden. These two segments each manufacture and sell distinct products with different production processes. Biopool International manufactures hemostasis products, and Biopool Sweden primarily manufactures fibrinolytic system testing kits. The nucleic acid (DNA/RNA) testing segment is operated under the Xtrana name and was acquired by the Company on August 10, 2000, as described in Footnote 9, "Merger with Xtrana, Inc." The Company evaluates the segments and allocates resources based on net income or loss. The accounting policies of the reportable segments are the same as those described in the 1999 Form 10-KSB, "Summary of significant accounting policies." The consolidated financial statements include the following information for the continuing operation of Biopool International, Biopool Sweden, and Xtrana in thousands of dollars.
INTER- COMPANY BIOPOOL BIOPOOL ELIMIN- CONSOLI- INTERNATIONAL SWEDEN XTRANA ATIONS DATED - -------------------------------------------------------------------------------- (in thousands) NINE MONTHS ENDED SEPTEMBER 30, 2000 Sales ................. $ 6,100 $ 2,487 $ 45 $ (943) $ 7,688 Less intercompany ..... (399) (544) -- 943 -- ------- ------- ------- ------- ------- Sales to unafilliated customers ........... 5,701 1,943 45 -- 7,688 Pre-tax income from continuing operations 401 581 (288) -- 694 Total assets as of September 30, 2000 .. 8,864 2,392 10,054 (1,159) 20,151 - -------------------------------------------------------------------------------- NINE MONTHS ENDED SEPTEMBER 30, 1999 Sales ................. 5,107 2,263 -- (894) 6,467 Less intercompany ..... (333) (561) -- 894 -- ------- ------- ------- ------- ------- Sales to unaffiliated customers ........... 4,774 1,702 -- -- 6,467 Pre-tax income from continuing operations 367 219 -- -- 586 Total assets as of December 31, 1999 ... 8,772 2,369 -- (108) 11,033 - --------------------------------------------------------------------------------
6 7. DISCONTINUED OPERATIONS On April 30, 1999, we consummated the sale of certain business assets of our BCA Division for $4.45 million in cash. BCA ceased operations to our benefit effective May 1, 1999, but continued to convert certain inventory items on behalf of the buyer through June 30, 1999. The Consolidated Statements of Operations have been restated to reflect ongoing operations. The sale of BCA reduced the Company's sales by approximately 50%; however, the impact on pretax income was negligible. The BCA facilities were sold during the second quarter of 2000 for $2 million, equal to the net realizable value as carried on the books. 8. LITIGATION On March 10, 2000, the Company was served with a complaint filed in U.S. District Court by Agen Biomedical Ltd. claiming that Biopool infringed an Agen patent. The Company prepared and filed an answer. Management believes the complaint to be without merit and that it will have no material impact to the Company's financial position or results of operations. 9. MERGER WITH XTRANA, INC. Effective August 10, 2000, Xtrana, Inc. was merged with and into the Company pursuant to an Agreement and Plan of Reorganization dated May 3, 2000, between Xtrana and the Company, as reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2000, and amended October 24, 2000. The Company issued 9,369,461 shares of the Company's common stock in exchange for all the outstanding capital stock of Xtrana, 936,946 shares of which are held in escrow subject to the achievement of certain sales objectives for the Xtrana business. The former stockholders of Xtrana now hold approximately 50% of the outstanding stock of the Company, on a fully diluted basis. During the second quarter of 2000, we loaned Xtrana $1 million for general operating purposes. In the second and third quarters of 2000, we incurred costs of $913,600 related to the Xtrana merger, consisting primarily of brokerage and legal fees. $586,600 of these capitalized costs were incurred by the issuance of warrants to purchase 815,000 shares of the Company's Common Stock. A warrant for 225,000 shares of Common Stock with an imputed fair value of $116,000 was issued to Price Paschall, a Company director, for brokerage services rendered in connection with the Xtrana merger, and a warrant for 540,000 shares of Common Stock with an imputed fair value of $426,600 was issued to Claremont York Capital for brokerage services rendered in connection with the Xtrana merger. The other 50,000 warrants, fair valued at $44,000, were issued to the Company's legal counsel for services rendered in connection with the merger. These fees were considered by management to be reasonable and fair. The pro forma unaudited results of operations for the nine months ended September 30, 2000 and 1999, assuming the consummation of the merger as of January 1 of each period, are as follows: 7
NINE MONTHS ENDED SEPTEMBER 30 2000 1999 ------------------------------ -------- -------- Sales ............................... $ 8,394 $ 7,030 Net income from continuing operations (799) (597) Net income .......................... $ (799) $ (375) Weighted average shares outstanding Basic ............................. 17,140 17,233 Effect of dilutive shares ......... 154 23 ------- -------- Diluted ........................... 17,294 17,256 Basic and diluted earnings per share Continuing operations ............. $ (0.05) $ (0.03) Discontinued operations ........... -- 0.01 ------- -------- Net income ........................ $ (0.05) $ (0.02)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Founded in 1987, Biopool International develops, manufactures, and markets a full range of test kits to assess and diagnose disorders of blood coagulation, thrombotic risk factors, fibrinolysis, platelet function, and the vascular system, as well as specialty toxicology controls used to monitor and measure the presence of drugs of abuse. Effective with our merger with Xtrana, the Company also develops nucleic acid-based tests for use in drug discovery, detection of environmental and food contaminants, forensics and identity testing, human and animal diseases, genetic predisposition to disease, and other applications. MERGER WITH XTRANA, INC. On August 10, 2000, stockholders approved the merger with Xtrana, Inc. Xtrana was incorporated in Delaware in 1997. Xtrana, based in Denver, Colorado, has developed new proprietary nucleic acid (DNA/RNA) testing technology, which it plans to commercialize. Potential markets for this testing technology include the detection of food and environmental contamination, forensics and paternity identity testing, infectious human disease testing including bacterial warfare, and research and other clinical applications. In connection with the merger, we issued 9,369,461 shares of common stock, 936,946 shares of which are held in escrow subject to the achievement of certain sales objectives for the Xtrana business as described in the Company's current report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2000, and amended on October 24, 2000. We recognized $913,600 in costs associated with the merger, all of which were capitalized as of August 10, 2000. SALE OF BLOOD GROUP SEROLOGY DIVISION On April 30, 1999, we consummated the sale of certain business assets of BCA for $4.45 million in cash. BCA ceased operations to our benefit effective May 1, 1999, but continued to convert certain inventory items on behalf of the buyer through June 30, 1999. The Consolidated Statements of Operations have been restated to reflect ongoing operations. The sale of BCA will reduce the Company's future sales by approximately 50%; however, the impact on future net income will be negligible. RESULTS OF OPERATIONS Sales were $2.4 million for the three-month period and $7.7 million for the nine-month period ended September 30, 2000, compared with $2.0 million and $6.5 million for the corresponding periods of 1999. The 2000 sales represent increases of 20% and 18%, respectively, over the 1999 periods. These increases primarily resulted from further development of our private label products and increased penetration of international markets. 8 Cost of goods sold was $1.4 million for the three months and $3.9 million for the nine months ended September 30, 2000, compared with $1.0 million and $3.3 million for the same periods in 1999. Gross margin was 42% for the three-month period and 50% for the nine-month period ended September 30, 2000, compared with 50% and 49% for the corresponding periods in 1999. Gross margins were reduced by 3% for the three-month period in 2000 as a result of the addition of the Xtrana business. Historically, the Xtrana operations have generated gross margin levels in excess of 50%. For the period ended September 30, 2000, Xtrana margins were negative due to the expiration of certain grants. The Company expects these trends to continue through the end of 2000, when it is anticipated that new grants will begin to come on line and revenue from the sale of XtraAmp(TM), Xtrana's first commercial product, wiLL begin to have a positive impact. Margins were also negatively impacted as a result of reduced fixed overhead absorption to inventory as a part of a program to reduce inventory. Operating expenses were $1.3 million and $3.3 million for the three months and nine months ended September 30, 2000, compared with $0.9 million and $2.5 million for the same periods of 1999. Operating expenses increased by $0.3 million during the third quarter as a result of the addition of the Xtrana business. The remaining increase was due to certain bonus payments and severance obligations resulting from the merger of $0.1 million and increased spending on marketing, research and development, and quality assurance. The 2000 Other income primarily relates to interest income. The 1999 Other expenses primarily related to costs incurred to move our Swedish operations (Biopool Sweden) into larger facilities. The 1999 Gain on Sale of discontinued operations reflect the sale of inventory and receivables in the second quarter of 1999 and the anticipated sale of the facilities, which occurred in the second quarter of 2000. FINANCIAL CONDITION As of September 30, 2000, working capital was $7.2 million, with a current ratio of 6.7 to 1.0. In May 2000, we sold the BCA facilities for $2 million cash. We have a $2 million revolving credit facility that is unused and available. Our current availability of cash, unused line of credit, working capital, and cash flow from operations are adequate to meet our ongoing needs for at least the next twelve months. However, we may investigate and pursue additional financing options in the near term to accelerate the development and commercialization of the Xtrana technologies. We issued 8,829,461 shares of Biopool Common Stock to the Xtrana stockholders on August 10, 2000 and 815,000 warrants to certain financial advisors. This issuance will have a dilutive effect on earnings per share in the near term. FORWARD LOOKING STATEMENTS Except for the historical information contained herein, this report contains forward-looking statements (identified by the words "estimate," "anticipate," "expect," "believe," and similar expressions) which are based upon management's current expectations and speak only as of the date made. These forward-looking statements are subject to risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements and include, but are not limited to, competitors' pricing strategies and technological innovations, changes in health care and government regulations, litigation claims, foreign currency fluctuation, product acceptance, as well as other factors discussed in the Company's last Report on Form 10-KSB. 9 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Registrant's Annual Meeting of Stockholders was held August 10, 2000. (b) The following directors were elected for the ensuing year at the Annual Meeting: Michael D. Bick, Ph.D. N. Price Paschall Douglas L. Ayer James H. Chamberlain No other director's term of office continued after the Annual Meeting. (c) The matters voted upon at the Annual Meeting, the number of votes cast for, against, or withheld, as well as the number of abstentions and non-votes as to each such matter were as follows: 1. The election of Michael D. Bick, Ph.D., as a director: 7,812,956 votes for; 95,600 votes against; 0 votes withheld; 0 abstentions, 411,395 non-votes. 2. The election of Douglas L. Ayer as a director: 7,738,256 votes for; 170,300 votes against; 0 votes withheld; 0 abstentions, 411,395 non-votes. 3. The election of N. Price Paschall as a director: 7,742,256 votes for; 166,300 votes against; 0 votes withheld; 0 abstentions, 411,395 non-votes. 4. The election of James H. Chamberlain, as a director: 7,743,756 votes for; 164,800 votes against; 0 votes withheld; 0 abstentions, 411,395 non-votes. 5. Ratification of the appointment of Ernst & Young LLP as the independent public accountants of the Company: 7,866,106 votes for; 14,700 votes against; 0 votes withheld; 27,750 abstentions, 411,395 non-votes. 6. Approval of the proposed merger of Xtrana, Inc. with the Company pursuant to the terms of the Merger Agreement between the Company and Xtrana, Inc.: 5,339,623 votes for; 140,550 votes against; 0 votes withheld; 16,589 abstentions, 2,823,189 non-votes. 10 7. Ratification of the adoption of the Biopool International, Inc. 2000 Stock Incentive Plan: 4,957,168 votes for; 435,050 votes against; 0 votes withheld; 104,544 abstentions, 2,823,189 non-votes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4.1 Rights Agreement Amendment dated March 1, 2000 (b) Reports on Form 8-K: 1. Form 8-K dated August 10, 2000 and filed August 11, 2000. Disclosure of the completed merger of Biopool International, Inc., and Xtrana, Inc.; Agreement and Plan of Reorganization dated May 3, 2000; and resulting change in control. 2. Form 8-K/A dated August 10, 2000 and filed October 24, 2000. Disclosure of financial statements and pro forma financial information not filed with the initial report on Form 8-K. 11 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. Date: NOVEMBER 14, 2000 BIOPOOL INTERNATIONAL, INC. ----------------- ------------------------------------- (Registrant) /s/ JOHN H. WHEELER ------------------------------------- John H. Wheeler President and Chief Executive Officer /s/ TIMOTHY J. DAHLTORP ------------------------------------- Timothy J. Dahltorp Chief Financial Officer and Corporate Secretary 12 EX-4.1 2 0002.txt RIGHTS AGREEMENT AMENDMENT EXHIBIT 4.1 RIGHTS AGREEMENT AMENDMENT This Rights Agreement Amendment, dated as of March 1, 2000 (this "Amendment"), to the Rights Agreement, dated as of June 12, 1998 (the "Rights Agreement"), between Biopool International, Inc., a Delaware corporation (the "Company") and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). The Company and the Rights Agent have heretofore executed and delivered the Rights Agreement. Pursuant to Section 28 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 28 thereof. In consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement, as amended, and this Amendment, the parties hereto agree as follows: 1. The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows: "`Acquiring Person' shall mean (i) any Person (as hereinafter defined) who is an Adverse Person (as hereinafter defined), or (ii) any Person who or which, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, shall, subsequent to the Declaration Date, become the Beneficial Owners (as hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include (x) an Exempt Person (as hereinafter defined) or (y) any Person who becomes a Beneficial Owner of 15% or more of the share of Common Stock then outstanding solely because (1) of a change in the aggregate number of shares of Common Stock outstanding since the last date on which such Person acquired Beneficial Ownership of any shares of Common Stock, or (2) it acquired such Beneficial Ownership in the good faith belief that such acquisition would not (A) cause such Beneficial Ownership to equal or exceed 15% of the shares of Common Stock then outstanding (or, in the case of Xtrana, Inc., a Delaware corporation ("Xtrana"), the percentage Xtrana may hold without ceasing to be an Exempt Person) and such Person relied in good faith in computing the percentage of its Beneficial Ownership on publicly filed reports or documents of the Company which are inaccurate or out-of-date, or (B) otherwise cause a Distribution Date or the adjustment provided for in Section 14 to occur. Notwithstanding clause (y) of the prior sentence, if any Person that is not an Acquiring Person because of the operation of such clause (y) does not reduce its Beneficial Ownership of shares of Common Stock to less than 15% (or, in the case of Xtrana, the percentage Xtrana may hold without ceasing to be an Exempt Person) by the close of business on the fifth Business Day after notice from the Company (the date of notice being the first day) that such Person's Beneficial Ownership of Common stock so equals or exceeds 15% (or, in the case of Xtrana, the percentage Xtrana. may hold without ceasing to be an Exempt Person), such Person shall, at the end of such five Business Day period, become an Acquiring Person (and clause (y) shall no longer apply to such Person). For purposes of this definition, the determination whether any Person acted in "good faith" shall be conclusively determined by the Board of Directors, acting by a vote of those directors of the Company whose approval would be required to redeem the Rights under Section 25." 2. The definition of "Exempt Person" in Section 1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows: "`Exempt Person' shall include (i) the Company, (ii) any Subsidiary (as hereinafter defined) of the Company, (iii) any employee benefit plan of the Company or any of its Subsidiaries, or any entity holding shares of Common Stock which was organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan and (iv) Xtrana, so long as its aggregate Beneficial Ownership of Common Stock does not exceed 19.9% of Common Stock then outstanding, and so long as Xtrana does not acquire any additional shares of Common Stock or commence a tender offer or an exchange offer for additional shares of Common Stock, other than in connection with the merger described in that certain Letter of Intent, dated March 10, 2000, between the Company and Xtrana (the "Letter of Intent")." 3. Section 3(a) of the Rights Agreement is amended by adding a new sentence as the final sentence thereto, which shall read in its entirety as follows: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Merger Agreement described in the Letter of Intent (the "Merger Agreement") or any of the agreements or instruments required to be executed and delivered in connection with the transactions contemplated therein, or (ii) the consummation of the Merger (as defined in the Merger Agreement)." 4. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 6. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. BIOPOOL INTERNATIONAL, INC. By: /s/ JOHN H. WHEELER ---------------------------------- Title: Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ WILBERT MYLES ---------------------------------- Title: Vice President 3 EX-27 3 0003.txt FDS 09/30/2000
5 1,000 9-MOS DEC-31-2000 SEP-30-2000 4,238 0 1,803 0 2,125 8,462 1,031 2,617 20,151 1,266 0 0 0 162 18,597 20,151 7,688 7,688 3,874 3,874 (141) 0 0 694 265 429 0 0 0 429 0.04 0.04
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