-----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, AprLz69DCzj4S1DrN3IpMEGfd9XhxMTO3a/EVZeuhPQl4ffqBLS4K3+tOxgiuNMf PTbiPjo7xigXaU7XzKPWOA== 0001170918-04-000268.txt : 20040409 0001170918-04-000268.hdr.sgml : 20040409 20040409122634 ACCESSION NUMBER: 0001170918-04-000268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040407 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040409 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: 04726613 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-040704.txt FORM 8-K (4-7-04) 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) APRIL 7, 2004 XTRANA, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-14257 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 April 7, 2004, Xtrana, Inc. (the "Company") issued a press release announcing stockholder approval of the sale of the Company's intellectual property to the Applied Biosystems Group of Applera Corporation. The press release also announced that Applied Biosystems had delivered a $3,500,000 closing cash payment, and the Company had delivered its intellectual property rights, into an escrow account pending the final closing of the transaction. 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 April 7, 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. April 9, 2004 XTRANA, INC. /S/ JAMES H. CHAMBERLAIN -------------------------------- James H. Chamberlain, Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Press release dated April 7, 2004 4 EX-99 3 ex99-1a.txt EX-99.1 PRESS RELEASE (4-7-04) EXHIBIT 99.1 [GRAPHIC OMITTED] XTRANA FOR IMMEDIATE RELEASE XTRANA ANNOUNCES STOCKHOLDER APPROVAL OF THE SALE OF ITS PATENT PORTFOLIO Broomfield, CO - April 7, 2004 -- XTRANA, Inc. (OTCBB: XTRN) announced today that its stockholders have approved the previously announced sale of its intellectual property to the Applied Biosystems Group of Applera Corporation (NYSE: ABI) for $4,000,000 in cash. Xtrana held a Special Meeting of Stockholders on March 24, 2004, at which 9,907,956 shares were voted in favor of the intellectual property sale and 357,960 shares were voted against the proposal (with 35,940 shares abstaining). Under the terms of the definitive agreement for the transaction, Applied Biosystems has agreed to purchase all intellectual property of Xtrana, other than trademarks and trade names. These assets include all U.S. and foreign patents, inventions, trade secrets and know-how, and constitute substantially all of the assets of Xtrana. The total consideration of $4,000,000 consists of: (a) $100,000 in cash as a deposit, which has already been paid to Xtrana, (b) $3,500,000 in cash to be paid at closing; and (c) $400,000 in cash to be paid ninety (90) days after closing, subject to Xtrana providing certain consulting services as defined in the definitive agreement. On March 31, 2004, Applied Biosystems delivered the $3,500,000 closing cash payment, and Xtrana delivered its intellectual property rights, into an escrow account pending the final closing of the transaction. Such closing will take place after Applied Biosystems' receipt of certain certifications from Xtrana required as part of Applied Biosystems' due diligence efforts under the definitive transaction agreement. While Xtrana expects the final closing to occur within the next 30 days, there can be no assurance that the closing will occur in a timely manner, if at all. James Chamberlain, Xtrana's Interim CEO commented, "We are pleased that Xtrana's stockholders overwhelmingly supported the transaction with Applied Biosystems. Following the transaction, we intend to explore potential transactions for merging or otherwise joining together with an existing business that could create long-term stockholder value. After closing the Applied Biosystems transaction, it is the intention of the Board of Directors to spend a reasonable period of time exploring opportunities to find a merger candidate, and if it is unable to conclude a transaction that it believes would provide long term stockholder value, to propose that the stockholders approve a liquidation." 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. 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, the ability to close the Applied Biosystems transaction in a timely manner, government regulations and rights with respect to the intellectual property sold to Applied Biosystems, our ability to settle our remaining obligations following the sale of our intellectual property, our ability to find a merger partner, as well as other factors discussed in our last Report on Form 10-KSB. CONTACT: Dennis Lineberry Vice President, Finance Xtrana, Inc. (303) 466-4424 2 -----END PRIVACY-ENHANCED MESSAGE-----