-----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, NTsDWvLm82iN8Ugq2ZWEgIPpXoOBeNvD2FNmJCPSdYbC50OOdSSeRGwT2F277wIw fDAM7S2rZeHtyw62FFN3uQ== 0001170918-04-000062.txt : 20040130 0001170918-04-000062.hdr.sgml : 20040130 20040129210445 ACCESSION NUMBER: 0001170918-04-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040129 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040130 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: 04553999 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 fm8k-012904.txt FORM 8-K (1-29-04) 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) JANUARY 29, 2004 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 January 29, 2004, Xtrana, Inc. (the "Registrant") issued a press release announcing that it has entered into a definitive agreement to sell substantially all of its intellectual property, other than trademarks and tradenames, for $4,000,000. The closing of the sale of the Registrant's intellectual property is subject approval of the transaction by the Registrant's stockholders. 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 January 29, 2004 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. January 29, 2004 XTRANA, INC. /S/ TIMOTHY J. DAHLTORP ---------------------------- Timothy J. Dahltorp, Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press release dated January 29, 2004 4 EX-99 3 ex99-1_012904.txt EX-99.1 PRESS RELEASE (1-29-04) EXHIBIT 99.1 PRESS RELEASE CONTACTS: Timothy Dahltorp Chief Executive Officer Xtrana, Inc. (303) 466-4424 FOR IMMEDIATE RELEASE XTRANA ANNOUNCES THE SALE OF ITS PATENT PORTFOLIO Broomfield, CO - January 29, 2004 -- XTRANA, Inc. (OTCBB: XTRN) announced today that it has entered into a definitive agreement to sell all of its intellectual property for $4,000,000. These assets include all of Xtrana's intellectual property assets, excluding Xtrana's trademarks and trade names. Completion of the sale is subject to a number of closing conditions, including the approval of a majority of Xtrana's stockholders to be solicited at a Special Meeting of Stockholders scheduled for March this year. Tim Dahltorp, Xtrana's CEO commented, "After an extensive review of alternatives available to the Company, including raising additional capital, licensing, co-development partnerships, and the sale of part or all of the Company's assets, the Board of Directors concluded the sale of the Company's Intellectual Property provided the best economic benefit to the Company and its shareholders." Mr. Dahltorp continued, "The proceeds from the transaction could attract interest from other operating businesses that might benefit from access to those funds, as well as our tax loss carry forward and our status as a public company with a clean reporting history. Such interest could result in us merging or otherwise joining together with an existing business that could create long-term stockholder value. After closing the transaction, it is the intention of the Board of Directors to spend a reasonable period of time exploring opportunities to find other transactions that it believes would provide long term stockholder value, and if no such transactions are identified, to propose that the stockholders approve a liquidation with the proceeds being distributed to shareholders. In either event, the Board of Directors does not anticipate taking any action without further stockholder approval." 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 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. -----END PRIVACY-ENHANCED MESSAGE-----