-----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, WxK1l+PKpBPIFGWWSbjFYsze2vCnp1CvHVyv6yegRZ8cjSFEHa0xnkjvUCfZhFOF U74bOM2NhcIT/WOaMCotQQ== 0000830736-01-500008.txt : 20010410 0000830736-01-500008.hdr.sgml : 20010410 ACCESSION NUMBER: 0000830736-01-500008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010322 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOPOOL INTERNATIONAL INC CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581729436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14257 FILM NUMBER: 1597953 BUSINESS ADDRESS: STREET 1: 370 INTERLOCKEN BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 8056540643 MAIL ADDRESS: STREET 1: 370 INTERLOCKEN BLVD CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 8-K 1 mar2201-8k.txt 8-K MARCH 22, 2001 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): March 22, 2001 BIOPOOL INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-17714 58-1729436 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 370 Interlocken Blvd. Broomfield, Colorado 80021 (Address of Principal Executive Offices) (800) 944-4479 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS Reference is made to the press release of Biopool International, Inc., d/b/a XTRANA Inc. (the "Registrant"), issued on March 22, 2001, announcing 2000 year-end and fourth quarter results. A copy of the press release, which contains information meeting the requirements of this Item 5, is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference. Further reference is made to the press release of the Registrant issued on April 9, 2001, announcing that the Registrant entered into a settlement agreement with Agen Biomedical Ltd. with regard to a patent infringement lawsuit filed by Agen Biomedical against the Registrant on March 10, 2000. A copy of the press release, which contains information meeting the requirements of this Item 5, is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit 99.1 Press Release of the Registrant dated March 22, 2001, announcing 2000 year-end and fourth quarter results. Exhibit 99.2 Press Release of the Registrant dated April 9, 2001, announcing that the Registrant has entered into a settlement agreement with Agen Biomedical Ltd. 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 hereunto duly authorized. April 9, 2001 BIOPOOL INTERNATIONAL, INC. By: /S/ TIMOTHY DAHLTORP ------------------------------- Timothy Dahltorp Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT PAGE NUMBER 99.1 Press Release of the Registrant dated March 22, 2001, 5 announcing 2000 year-end and fourth quarter results. 99.2 Press Release of the Registrant dated April 9, 2001, 8 announcing that the Registrant has entered into a settlement agreement with Agen Biomedical Ltd. 4 EX-99 2 exhibit99-1.txt EXHIBIT 99.1 - EARNINGS RELEASE DATED 3/22/2001 EXHIBIT 99.1 THURSDAY MARCH 22, 17:00 EASTERN PRESS RELEASE BIOPOOL INTERNATIONAL/XTRANA REPORTS 2000 YEAR-END AND FOURTH QUARTER RESULTS VENTURA, California (March 22, 2001) -- Biopool International, Inc./Xtrana (OTCBB:BIPL) today reported results for the year and fourth quarter ended December 31, 2000. 2000 sales from continuing operations increased 11 percent to $9,838,000 from $8,842,000 in 1999. The Company also reported a net loss of $1,109,000, or $0.09 per share, versus net income of $714,000, or $0.09 per share, for the previous year. In 2000, the loss from continuing operations before taxes was $468,000 compared with income of $740,000 in 1999. Fourth quarter sales from continuing operations declined 9 percent to $2,150,000 in 2000 from $2,366,000 in 1999. A net loss from continuing operations of $1,460,000, or $0.09 per share, was reported in fourth quarter 2000, versus net income of $45,000, or $0.01 per share, for the same period a year ago. "The year 2000 was a year of major developments for Biopool/Xtrana resulting in a new company, a new management team, and a new vision for the future," commented Timothy J. Dahltorp, Chief Operating Officer of Biopool International/Xtrana. "Most significantly, the year 2000 saw the merger of Biopool and Xtrana, a company based in Denver, Colorado, with proprietary technologies for developing novel nucleic acid (DNA/RNA) testing devices with widespread applications. To enhance the Company's historic leadership in the hemostasis market, the merger now brings the new combined company into the exciting arena of genomics, providing access to new and rapidly growing markets." "We are very pleased to report an 11 percent increase in sales for the year ended December 31, 2000," Mr. Dahltorp continued, "which was fundamentally a result of further penetration of international hemostasis markets through our OEM and distributor relationships. In addition, one third of the increase was attributable to direct sales of Biopool labeled product resulting from a renewed focus in this area. Cash flow from our hemostasis business remains strong, generating EBITDA of $1.4 million for the year, excluding certain severance obligations resulting from management changes that occurred as a result of the merger. Our reported net loss of $1.1 million is primarily the result of the addition of the Xtrana business and the significant investment in 5 research and development in our nucleic acid based technologies, combined with a $361,000 provision for a valuation allowance on the Company's deferred tax assets, relating primarily to future net operating loss carry forwards. We anticipate that some of our continued R&D investment will be offset in 2001 as our first commercial Xtrana product, XtraAmp(TM), for the extraction and purification of nucleic acid, begins to generate revenue." "Another important development in the year 2000 was the sale of the property and land of our former BCA business unit for $2.0 million. This inflow of cash added to our existing strong liquidity position. At December 31, 2000, the Company's working capital was $6.4 million, with a current ratio of 5.9 to 1.0." "More recently," concluded Mr. Dahltorp, "we reported a very notable achievement for our historic core business of hemostasis products. In February 2001 we obtained FDA clearance for our new MiniQuant(TM) D-dimer Assay System. The significance of D-dimer assays in evaluating patients with thrombotic disorders such as deep vein thrombosis and pulmonary embolism, affecting approximately 2.5 million Americans each year, has been well documented; and we're very pleased to be able to provide our customers with this new quantitative, all-inclusive assay system." 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. Effective with the Company's 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. To learn more about Biopool International and Xtrana, visit their websites at www.biopool.com and www.xtrana.com. NOTE: This press release contains forward-looking statements including the expectation that revenues from a new nucleic acid testing product will offset some of the Company's continued R&D investment in 2001, which are based upon current expectations and involve a number of risks and uncertainties including, but not limited to, technological innovations of competitors, changes in health care regulations, litigation claims, foreign currency fluctuation, product acceptance or changes in government regulation of the Company's products, as well as other factors discussed in the Company's last Report on Form 10-KSB under "Risk Factors." (Financial Tables Follow) 6 BIOPOOL INTERNATIONAL, INC. 2000 FINANCIAL HIGHLIGHTS (in thousands except share data) OPERATIONS DATA (UNAUDITED) THREE MONTHS ENDED YEAR ENDED DECEMBER 31 2000 1999 2000 1999 -------- -------- -------- -------- Sales ............................ $ 2,150 $ 2,366 $ 9,838 $ 8,842 Income (loss) from continuing operations before taxes ........ (1,162) 154 (468) 740 Income (loss) from continuing operations ..................... (1,460) 45 (1,031) 400 Net income (loss) ................ (1,538) 137 (1,109) 714 Basic and diluted earnings per share, net of taxes: Continuing operations .......... $ (0.09) $ 0.01 $ (0.09) $ 0.05 Net income (loss) .............. $ (0.09) $ 0.02 $ (0.09) $ 0.09 Diluted shares outstanding ....... 17,162 8,316 11,842 8,399 BALANCE SHEET DATA (UNAUDITED) DECEMBER 31, DECEMBER 31, 2000 1999 Working capital .............................. $ 6,383 $ 7,946 Total assets ................................. 18,730 11,033 Long-term debt ............................... -- -- Total shareholders' equity ................... 17,260 9,834 # # # - ---------- Contact: Biopool International Inc./Xtrana Timothy Dahltorp, 303/474-2133 Carol Hill, 805/654-0643 7 EX-99 3 exhibit99-2.txt EXHIBIT 99.2 - PRESS RELEASE DATED 4/9/2001 EXHIBIT 99.2 MONDAY APRIL 9, 11:49 EASTERN PRESS RELEASE BIOPOOL INTERNATIONAL/XTRANA ENTERS INTO SETTLEMENT AGREEMENT WITH AGEN BIOMEDICAL LTD. Ventura, California (April 9, 2001) - Biopool International, Inc./Xtrana (OTCBB:BIPL) today announced that the Company has entered into a settlement agreement with Agen Biomedical Ltd. with regard to a patent infringement lawsuit filed by Agen Biomedical against Biopool International/Xtrana on March 10, 2000. Agen Biomedical had contended in the lawsuit that the Company's D-dimer Assay products infringed upon technologies covered by one or more Agen Biomedical patents. As a result of the settlement, Agen Biomedical has granted to Biopool International/ Xtrana a non-exclusive license to its patented technologies, and all of Agen Biomedical's claims have been released. Biopool International/Xtrana does not believe that the settlement will have a material impact on its financial condition or results of operations. Timothy J. Dahltorp, chief operating officer of Biopool International/Xtrana, stated: "We are very happy to have put this litigation behind us. It is clearly a win-win agreement for both Biopool/Xtrana and Agen, especially given the recent FDA clearance of our MiniQuant(TM) D-dimer Assay System, which utilizes some of the Agen technologies in the reagent kits that run on our system." 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. Effective with the Company's 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. To learn more about Biopool International and Xtrana, visit their websites at www.biopool.com and www.xtrana.com. # # # - ---------- Contact: Biopool International Inc./Xtrana Timothy Dahltorp, 303/474-2133 Carol Hill, 805/654-0643 8 -----END PRIVACY-ENHANCED MESSAGE-----