-----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, HzLsE4sI3Td5PTauYtKTU+IH9lihzTbiXUJmSuSUHejmvfvjOZqU6ALrIJi0zkAx eO+9XAm2Smf1sEcSTp9VHw== 0001170918-04-000592.txt : 20040914 0001170918-04-000592.hdr.sgml : 20040914 20040914164350 ACCESSION NUMBER: 0001170918-04-000592 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040913 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040914 DATE AS OF CHANGE: 20040914 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: 041029991 BUSINESS ADDRESS: STREET 1: PO BOX 668 CITY: SEDALIA STATE: CO ZIP: 80135 BUSINESS PHONE: 3034664424 MAIL ADDRESS: STREET 1: PO BOX 668 CITY: SEDALIA STATE: CO ZIP: 80135 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-091304.txt FORM 8-K (9-13-04) 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): September 13, 2004 XTRANA, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14257 58-1729436 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) P.O. BOX 668 SEDALIA, COLORADO 80135 (Address of Principal Executive Offices/Zip Code) (303) 466-4424 (Registrant's telephone number, including area code) 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 ct (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 8 - OTHER EVENTS TERMINATION OF MERGER DISCUSSIONS WITH ADUROMED CORPORATION On September 13, 2004, Xtrana, Inc. issued a press release announcing that it had terminated discussions with Aduromed Corporation regarding a potential merger or other business combination. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of business acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press Release dated September 13, 2004, published by Xtrana, Inc. 2 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. XTRANA, INC. Date: September 14, 2004 By: /S/ JAMES CHAMBERLAIN ------------------------------- James Chamberlain Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ------------ 99.1 Press Release dated September 13, 2004, published by Xtrana, Inc. 4 EX-99 2 ex99-1_091304.txt EX-99.1 (PRESS RELEASE) EXHIBIT 99.1 [XTRANA LOGO] FOR IMMEDIATE RELEASE XTRANA ANNOUNCES TERMINATION OF MERGER DISCUSSIONS WITH ADUROMED CORPORATION September 13, 2004 -- XTRANA, Inc. (OTCBB: XTRN) announced today that it has terminated the previously announced negotiations with Aduromed Corporation regarding a potential business combination between the two companies. Xtrana determined to end negotiations and terminate the non-binding letter of intent with Aduromed as result of Xtrana's due diligence investigation of Aduromed and its business. James Chamberlain, Xtrana's Interim CEO commented, "Despite termination of discussions with Aduromed Corporation, we will continue exploring potential transactions for merging or otherwise joining together with an existing business that could create long-term stockholder value while simultaneously examining a possible liquidation of Xtrana and distribution of its remaining assets to stockholders." The Xtrana Board of Directors continues to believe that Xtrana can attract interest from other businesses that might benefit from access TO Xtrana's funds, as well as Xtrana's status as a public company with a clean reporting history. It is the intention of the Xtrana Board of Directors to continue to spend a limited 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 of the company. 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, our ability to settle our remaining obligations, 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 -----END PRIVACY-ENHANCED MESSAGE-----