-----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, VuE7coKexOO+cuZbPJf1ab3Zz9QEx7yMNPSpmsqh12tfaGcmEHHIKEn7gXaHi6Mu 0O34/+D8w78s33NvY57iXQ== 0001170918-05-000211.txt : 20050412 0001170918-05-000211.hdr.sgml : 20050412 20050412120218 ACCESSION NUMBER: 0001170918-05-000211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050406 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050412 DATE AS OF CHANGE: 20050412 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: 05745563 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-040605.txt FORM 8-K (4-6-05) 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 6, 2005 XTRANA, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14257 58-1729436 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. BOX 668, SEDALIA, COLORADO 80135 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 466-4424 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-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. AMENDMENT TO AGREEMENT AND PLAN OF MERGER On April 6, 2005, Xtrana, Inc. a Delaware corporation ("Xtrana"), AIC Merger Corporation, a California corporation and a wholly-owned subsidiary of Xtrana ("Xtrana Sub"), and Alpha Innotech Corporation, a California corporation ("Alpha Innotech"), entered into an amendment to the Agreement and Plan of Merger which the parties initially entered into on December 14, 2004 (as amended, the "Merger Agreement"). As previously disclosed, the Merger Agreement provides that Xtrana Sub will be merged with and into Alpha Innotech, with Alpha Innotech continuing after the merger as the surviving corporation and a wholly-owned subsidiary of Xtrana (the "Merger"). The amendment to the Merger Agreement was entered into to clarify the parties with respect to certain provisions of the Merger Agreement and to make certain amendments to the closing conditions for the Merger and the payment of certain deferred compensation owned to Alpha Innotech officers. A copy of the text of the amendment to the Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference. There are no material relationships between Xtrana and Alpha Innotech, other than in respect of the Merger Agreement and related documents. Xtrana Sub is a wholly-owned subsidiary of Xtrana, formed solely for the purpose of effecting the Merger. In connection with the Merger, Xtrana will file a proxy statement for a stockholder meeting with the Securities and Exchange Commission. Investors and security holders are advised to read the proxy statement when it becomes available because it will contain important information about the proposed merger. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Xtrana with the Securities and Exchange Commission at the Securities and Exchange Commission's web site at http://www.sec.gov. Free copies of the proxy statement (when available) and other documents filed by Xtrana with the Securities and Exchange Commission may also be obtained from Xtrana by directing a request to Xtrana, Inc., P.O. Box 668, Sedalia, Colorado 80135, tel: (303) 466-4424. In addition to Xtrana, Xtrana's directors and officers may be deemed to be participants in the solicitation from Xtrana shareholders of proxies in favor of approval of the merger agreement. Such participants may have interests in the merger, including as a result of holding shares of Xtrana common stock or derivative securities, such as stock options, the value of which is related to the price of Xtrana common stock. Information regarding the participants and their interests will be contained in the proxy statement to be filed by Xtrana with the SEC in connection with the special meeting of shareholders. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1.1 Amendment No. 1 to Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. 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: April 12, 2005 By: /s/ James Chamberlain ----------------------------------------- James Chamberlain Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Amendment No. 1 to Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. 4 EX-2 2 ex2-1_1.txt EX-2.1.1 EXHIBIT 2.1.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the "AMENDMENT"), made this 6th day of April, 2005 is entered into by and among Xtrana, Inc., a Delaware corporation ("XTRANA"), AIC Merger Corporation, a California corporation and wholly-owned subsidiary of Xtrana ("MERGERCO"), and Alpha Innotech Corporation, a California corporation ("AIC"). Xtrana, MergerCo and AIC are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES." RECITALS: A. The Parties have entered into that certain Agreement and Plan of Merger dated December 14, 2004 (the "AGREEMENT"), which provides for the merger of AIC with and into MergerCo on the term and conditions set forth in the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Agreement. B. In order to clarify the Parties intended definition of "Minimum Closing Date Cash" and in light of changes to the business and financial condition of AIC and in order to clarify the parties, the Parties desire to amend the provisions of the Agreement on the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the parties hereto agree as follows: 1. AMENDMENT TO DEFINITION OF "MINIMUM CLOSING DATE CASH." The definition of "Minimum Closing Date Cash" set forth in Section 1.1 of the Agreement is hereby amended to read as follows: ""MINIMUM CLOSING DATE CASH" means an amount equal to $2,950,000 LESS the sum of (i) the aggregate amount advanced to AIC by Xtrana pursuant to the Promissory Note, (ii) the Audit Fees, and (iii) all other out-of-pocket costs and expenses incurred by Xtrana on or after January 1, 2005 and through the Closing Date which would not have otherwise been incurred by Xtrana but for delay in consummation of the Merger resulting from the necessity of such audit of the AIC financial statements, including, but not limited to, the consulting fees of $5,000 per month payable to James Chamberlain for serving as interim Chief Executive Officer and interim Chief Financial Officer of Xtrana, the director fees incurred by Xtrana (consistent with past practice and policy), consulting fees for the services of Dennis Lineberry, and similar direct costs incurred after January 1, 2005 and through the Closing Date, but not exceeding in the aggregate $15,000 per month, unless otherwise agreed in writing between AIC and Xtrana." 2. AMENDMENT TO EXCHANGE RATIO DEFINITIONS. The definitions of each of the terms "AIC Common Exchange Ratio," "AIC Series A Preferred Exchange Ratio" and "AIC Series A-1 Preferred Ratio" set forth in Section 1.1 of the Agreement are hereby amended to add the following sentence to the end of each such definition: "The foregoing exchange ratio shall be subject to further adjustment as provided in SECTION 2.9.1." 3. AMENDMENT TO SECTION 6.11. Section 6.11 of the Agreement is hereby amended in its entirety to read as follows: "6.11 DEFERRED COMPENSATION. At the Closing, AIC's aggregate obligations for all deferred compensation shall be not more than $550,000 (the "DEFERRED COMPENSATION"). A schedule of the Deferred Compensation will be delivered by AIC to Xtrana prior the Closing and will be attached to this Agreement as SCHEDULE 6.11. At or promptly following the Closing, the Surviving Corporation or Xtrana shall pay up to a total of $100,000 of the Deferred Compensation. Notwithstanding the foregoing, all remaining Deferred Compensation shall be paid by the Surviving Corporation or Xtrana by June 30, 2006." 4. CLOSING CONDITIONS. Section 7.2 of the Agreement is hereby amended to add the following new Section 7.2.14 and Section 7.2.15: "7.2.14 AIC shall have received additional financing of at least $1,500,000 on terms and conditions reasonably acceptable to Xtrana, and such financing shall not result in any dilution to the Xtrana stockholders' percentage ownership of the issued outstanding shares of capital stock of the Surviving Entity at the Effective Time. 7.2.15 Each of Haseeb Chaudhry and Darryl Ray shall have entered into an amendment to his Employment Agreement (together, the "EMPLOYMENT AGREEMENT AMENDMENTS"), which Employment Agreement Amendments shall provide, among other things, for a reduction in annual base salary to $100,000 effective as of January 1, 2005 and shall otherwise be in form and substance acceptable to Xtrana, and the Employment Agreement Amendments shall be in full force and effect as of the Closing." 5. RATIFICATION OF REMAINING TERMS. Except as set forth above, the remaining terms and conditions of the Agreement shall not be amended by this Amendment and shall remain in full force and effect, and binding in accordance with their respective terms. 2 6. COUNTERPARTS. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth in the first paragraph. ALPHA INNOTECH CORPORATION By: /S/ HASEEB CHAUDHRY ---------------------------------------- Name: Haseeb Chaudhry Title: Chief Executive Officer XTRANA, INC. By: /S/ JAMES H. CHAMBERLAIN ---------------------------------------- Name: James H. Chamberlain Title: Chief Executive Officer AIC MERGER CORPORATION By: /S/ JAMES H. CHAMBERLAIN ---------------------------------------- Name: James H. Chamberlain Title: President 4 -----END PRIVACY-ENHANCED MESSAGE-----