-----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, QH3ynT5EN19ld2CHSB/1H9fZt2skRrczYKA9GznfSLlOsZxFf+5Oqewg0WQNLSIA zQ0Hdt84YM6NvZ0EMQpqKg== 0001170918-03-000292.txt : 20030723 0001170918-03-000292.hdr.sgml : 20030723 20030625150633 ACCESSION NUMBER: 0001170918-03-000292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030623 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XTRANA 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: 1934 Act SEC FILE NUMBER: 001-14257 FILM NUMBER: 03756563 BUSINESS ADDRESS: STREET 1: 590 BURBANK STREET STREET 2: SUITE 205 CITY: BROOMFIELD STATE: CO ZIP: 80020 BUSINESS PHONE: 3034664424 MAIL ADDRESS: STREET 1: 590 BURBANK STREET STREET 2: SUITE 205 CITY: BROOMFIELD STATE: CO ZIP: 80020 FORMER COMPANY: FORMER CONFORMED NAME: BIOPOOL INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 8-K 1 fm8k062303.txt FORM 8-K DATED JUNE 23, 2003 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) JUNE 23, 2003 XTRANA, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17714 58-1729436 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 590 BURBANK STREET, SUITE 205, BROOMFIELD, COLORADO 80020 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 466-4424 ITEM 5. - OTHER EVENTS AND REGULATION FD DISCLOSURE On June 23, 2003, Xtrana, Inc. (the "Registrant") issued a press release announcing the settlement of the Registrant's litigation with Trinity Biotech plc. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1 Press release dated June 23, 2003 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. June 25, 2003 XTRANA, INC. /s/ Timothy J. Dahltorp --------------------------- Timothy J. Dahltorp, Chief Executive Officer 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press release dated June 23, 2003 4 EX-99 3 exh8k.txt EX-99.1 PRESS RELEASE DATED JUNE 23, 2003 EXHIBIT 99.1 PRESS RELEASE XTRANA ANNOUNCES SETTLEMENT OF LITIGATION WITH TRINITY BIOTECH Monday June 23, 2003 BROOMFIELD, Colo.-- June 23, 2003--Xtrana, Inc. (OTCBB: XTRN) announced today that it has entered into a settlement agreement with Trinity Biotech, plc, with regard to a lawsuit filed by Trinity on December 19, 2002, and a counter suit filed against Trinity by Xtrana on January 17, 2003. Trinity's lawsuit alleged breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, negligent misrepresentation, unjust enrichment, and violation of the Delaware Consumer Fraud Act in conjunction with Xtrana's sale of its Hemostasis business to Trinity. Xtrana's counter suit alleged tortuous interference with prospective economic advantage, breach of contract, breach of the covenant of good faith and fair dealing, and declaratory judgment as a result of Trinity's attempt to avoid its contractual obligations to Xtrana by instituting litigation to force Xtrana to renegotiate the terms of the sale of its Hemostasis business. As a result of the settlement: (a) both parties have dismissed all claims under the existing litigation with prejudice; (b) both parties are released from any further claims or causes of action in connection with the sale of the Hemostasis assets to Trinity on December 21, 2001; and (c) Trinity has paid $1.5 million to Xtrana, representing a prepayment of the remaining outstanding secured notes resulting from the sale of the Hemostasis assets originally due on December 21, 2003, and December 21, 2004, less a financial discount for the prepayment. "We have always felt that Trinity's suit had no merit, and settling this litigation has eliminated the significant financial burden of defending that suit for Xtrana," said Tim Dahltorp, Xtrana's CEO. "Although we were confident in our counter suit against Trinity, the risks inherently associated with litigation were not worth chasing the prospects of recovering attorney's fees and damages. The prepayment of the notes combined with the elimination of our continuing legal costs relating to the litigation will substantially improve the Company's short-term liquidity position. The combination of our improved liquidity, combined with the elimination of the negative connotations associated with the litigation will be positive factors in pursuing our ongoing process of attracting a strategic alliance with an appropriate partner, a process currently being managed by our investment banker, West Ridge Associates." Xtrana, Inc. develops, manufactures and markets novel nucleic acid extraction kits and detection systems for use in molecular diagnostics, drug discovery, forensics, research, clinical and life sciences markets. To learn more about Xtrana, visit the Company's web site at www.xtrana.com. This Press Release contains forward-looking statements (identified by the words "estimate," "anticipate," "expect," "believe," and similar expressions), which are based upon management's 5 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. - -------------------------------------------------------------------------------- Contact: Xtrana, Inc. Timothy Dahltorp, 303/466-4424 6 -----END PRIVACY-ENHANCED MESSAGE-----