8-K

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): November 10, 2008

ALPHA INNOTECH CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-14257	58-1729436
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2401 Merced Street, San Leandro, California	94577
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 483-9620

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 (see General Instruction A.2. below):

¨ 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-4c))

Item 2.02. Results of Operations and Financial Condition

On November 10, 2008, Alpha Innotech Corp. (the “Company”) issued a press release announcing its earnings for the fiscal quarter ended September 30, 2008, the text of which is attached hereto as Exhibit 99.1.

The information in this Item 2.02 of the Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in the Item 2.02 of the Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 10, 2008 announcing earnings for the fiscal quarter ended September 30, 2008.

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SIGNATURE

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.

		ALPHA INNOTECH CORP.
Date: November 10, 2008	By:	/s/ Michael Henighan
		Michael Henighan Chief Financial Officer

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EXHIBIT INDEX

99.1 Press Release dated November 10, 2008 announcing earnings for the fiscal quarter ended September 30, 2008

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EX-99.1

Exhibit 99.1

ALPHA INNOTECH REPORTS RECORD 32% REVENUE GROWTH AND

CONTINUING PROFITABILITY IN THIRD QUARTER

November 10, 2008 – Alpha Innotech Corp., San Leandro, California

Alpha Innotech Corp. (OTCBB:APNO), a leading provider of bioanalytical systems for drug discovery and life science research, today reported financial results for the quarter ending September 30, 2008.

Third quarter revenues increased 32% to $4.9 million from the $3.7 million reported in the same period in 2007.  The Company continued reporting profitability with net income for the third quarter of 2008 increasing to $21,859, or less than $0.01 per share, from a net loss of $289,555, or $0.03 per share, for the third quarter of 2007.

Excluding interest, depreciation and stock-based compensation, on a non-GAAP basis, the Company had net income of $448,591 for the third quarter of 2008 compared to $16,702 for the third quarter of 2007. The non-GAAP net income (loss) is reconciled to comparable GAAP net income (loss) in the table entitled “Non-GAAP Calculation of Net Income (Loss)”.

“We enjoyed strong growth in all our markets in the third quarter,” said Ron Bissinger, Chief Executive Officer of Alpha Innotech. “So far this year we’ve launched FluorChem® Q, redTM, AlphaImager® Mini, AlphaSpecTM, and AlphaPart11ViewTM software, while continuing to expand our sales channels internationally.” 

For the nine months ended September 30, 2008, total revenue was $12.8 million, an increase of 18% from $10.8 million for the comparable 2007 nine month period.

Net income for the first nine months of 2008 was $43,001 or less than $0.01 per share, an increase from a net loss of $627,617 or $.06 per share in the first nine months of 2007.

Excluding interest, depreciation and stock-based compensation, on a non-GAAP basis, the Company had net income of $1.2 million for the first nine months of 2008 compared to net income of $252,937 for the same period of 2007. The non-GAAP net income (loss) is reconciled to comparable GAAP net income (loss) in the table entitled “Non-GAAP Calculation of Net Income (Loss)”.

Additional Third Quarter 2008 Achievements

·   Entered into a five year strategic supplier alliance agreement with GE Healthcare.  This is a continuation and expansion of the previous OEM agreement signed in April of 2005.  The Company will continue to develop, manufacture and supply a full line of proprietary imaging systems for sale under the GE Healthcare brand.

·   Closed a new debt facility with Bridge Bank intended to provide working capital for growth, particularly for the Company’s rapid expansion in Asia, while reducing the Company’s overall cost of capital.

More information on Alpha Innotech can be found at the Company’s website www.alphainnotech.com.

About Alpha Innotech Corp.

Founded in 1992 and with over 10,000 systems sold worldwide, Alpha Innotech is a leading developer, manufacturer and marketer of digital imaging and analysis systems for the life science research and drug discovery markets. Our goal is to combine instruments, reagents and bioinformatics software to offer integrated modular technology platforms for functional genomics, proteomics and cell analysis markets. Our customers include pharmaceutical and biotechnology companies as well as universities, medical centers, government research institutes and agencies worldwide.

Use of Non-GAAP Financial Measures

To supplement the Company’s financial statements presented in accordance with GAAP, the Company is also providing non-GAAP financial information. The presentation of non-GAAP financial information should be considered in addition to the Company’s GAAP results and is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with GAAP. The Company believes that both management and investors benefit from referring to non-GAAP financial information that excludes certain expenses in their assessment of the Company’s performance. The Company also believes that investors benefit from increased transparency into supplemental information used by management in its financial and operational decision making.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by those sections. These forward-looking statements involve a number of risks and uncertainties that include, but are not limited to, the Company’s ability to obtain additional financing if needed, the timing of the introduction and success of new products, and the Company's growth prospects, that could cause actual results to differ materially from those anticipated or planned by these forward-looking statements. Please also refer to the risk factors described in our filings with the Securities and Exchange Commission, including our recent Form 10-KSB and Forms 10-Q filed with the Securities and Exchange Commission. We do not intend to update the forward-looking information contained in this news release except as required by law.

Contact:

Alpha Innotech Corp.

Michael P. Henighan, CFO

Tel: 510-483-5610

Alpha Innotech Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Revenue	$	4,870		$	3,680		$	12,782		$	10,839
Cost of Goods Sold		2,369			1,690			5,784			4,885
Gross profit		2,501			1,990			6,998			5,954
Operating expenses:
Sales and Marketing		1,306			1,299			3,803			3,517
Research and Development		349			298			997			946
General and Administrative		677			605			1,848			1,890
Total operating expenses		2,332			2,202			6,648			6,353
Income (loss) from operations		169			(212	)		350			(399	)
Interest expense		(138	)		(72	)		(396	)		(221	)
Other income (expense), net		(9	)		(6	)		(11	)		(8	)
Sale of patents		—			—			100			—
Net Income (loss) applicable to common stockholders	$	22		$	(290	)	$	43		$	(628	)
Net Income (loss) per share:
Basic	$	0.00		$	(0.03	)	$	0.00		$	(0.06	)
Diluted	$	0.00		$	(0.03	)	$	0.00		$	(0.06	)
Weighted average shares outstanding:
Basic		10,922			10,449			10,770			10,343
Diluted		11,237			10,449			11,012			10,343

Alpha Innotech Corp.

Condensed Consolidated Balance Sheet

September 30, 2008

(in thousands)

	September 30, 2008			December 31, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	503		$	168
Restricted cash		50			50
Accounts receivable, net		3,343			2,230
Inventory, net		1,422			1,006
Prepaid expenses and other current assets		178			219
Total current assets		5,496			3,673
Property and equipment, net		901			914
Loan fees, net		148			—
Other assets		90			90
Total assets	$	6,635		$	4,677
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable	$	1,756		$	1,786
Accrued liabilities		976			1,330
Current portion of debt		2,100			1,407
Deferred revenue		1,031			1,027
Other liabilities		193			265
Total current liabilities		6,056			5,815
Debt, net of current portion		930			308
Total shareholders’ deficit		(351	)		(1,446	)
Total liabilities and shareholders’ deficit	$	6,635		$	4,677

Alpha Innotech Corp.

Non-GAAP Calculation of Net Income (Loss)

(Unaudited)

(in thousands)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008		2007			2008		2007
GAAP net income (loss)	$	22	$	(290	)	$	43	$	(628	)
Interest		138		72			396		221
Depreciation		142		132			387		407
Share-based compensation		147		103			404		253
Non-GAAP basis income (loss)	$	449	$	17		$	1,230	$	253