-----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, PUfR2uEsbo0DadGgjM4iRRBD1XQJO4ogPCSkh39r4BZFvH3rQVgYXijrMjURy+GH ZtVwiU3lFYY+BDHOVy6hUg== 0001170918-05-000452.txt : 20050708 0001170918-05-000452.hdr.sgml : 20050708 20050707213324 ACCESSION NUMBER: 0001170918-05-000452 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050707 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: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14257 FILM NUMBER: 05944555 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 10KSB/A 1 a2-fm10ksb2004.txt 10-KSB 2004 A#2 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 10-KSB/A [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 COMMISSION FILE NUMBER 001-14257 XTRANA, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 58-1729436 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) 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 Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: TITLE OF EACH CLASS Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State Issuer's revenues for its most recent fiscal year: $102,000. The aggregate market value of Xtrana, Inc. Common Stock, $.01 par value, held by non-affiliates, computed by reference to the average of the closing bid and asked prices as reported by OTCBB on March 1, 2005, was $2,479,990. Number of shares of Common Stock of Xtrana, Inc., $.01 par value, issued and outstanding as of March 31, 2005: 16,533,269. Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X] ================================================================================ AMENDMENT NO. 2 TO THE ANNUAL REPORT ON FORM 10-KSB FILED BY XTRANA, INC. ON MARCH 31, 2005 The following Item amends the Annual Report on Form 10-KSB filed by Xtrana, Inc. (the "Company") on March 31, 2005, and amended by the Form 10-KSB/A filed on May 2, 2005 (as amended, the "Form 10-KSB"), as permitted by the rules and regulations promulgated by the Securities and Exchange Commission. The Form 10-KSB is hereby amended to insert the Item as set forth herein. All capitalized terms used herein but not defined shall have the meanings ascribed to them in the Form 10-KSB. ITEM 13. EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 2.1 Assignment Agreement dated January 24, 2004 between the Company and Applera Corporation, though its Applied Biosystems Group (7) 2.1.1 First Amendment to the Assignment Agreement dated March 31, 2004 between the Company and Applera Corporation, through its Applied Biosystems Group (9) 2.2 Agreement and Plan of Merger dated as of December 14, 2004, by and among the Company, AIC Merger Corp. and Alpha Innotech Corporation (10) 3.1 Certificate of Incorporation (1) 3.2 By Laws (1) 4.1 Shareholder Rights Plan (3) 4.2 Second Rights Agreement Amendment between the Company and American Stock Transfer and Trust Company (11) 10.1 1993 Stock Incentive Plan (2) * 10.2 2000 Stock Incentive Plan (5) * 10.4 Lease Agreement - Broomfield, Colorado (6) 10.4.1 Lease Addendum Two for Modification of Rent and Early Termination of Lease dated November 11, 2003 between the Company and James M. Roswell d/b/a Burbank East Business Par.(7) 10.4.2 Lease Addendum Three for Modification of Rent and Early Termination of Lease dated February 12, 2004 between the Company and James M. Roswell d/b/a Burbank East Business Park (7) 10.5 Secured Promissory Note Dated December 16, 2004 made by Alpha Innotech Corporation in favor of the Company (Previously filed on Form 10-KSB) 10.6 Pledge and General Security Agreement dated December 16, 2004 between Alpha Innotech Corporation and the Company (Previously filed on Form 10-KSB) 10.7 Non-Exclusive Consulting Agreement effective as of March 20, 2004 between the Company and JHC Consulting Inc. * 14.1 Code of Ethical Conduct (8) 23.1 Consent of Independent Auditors (Previously filed on Form 10-KSB) 24.1 Power of Attorney (Previously filed on Form 10-KSB) 31.1 Certificate of our Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 Certificate of our Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b). (Previously filed on Form 10-KSB) ---------- * Indicates a management contract or compensatory plan. (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 33-20584). (2) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994. (3) Incorporated by reference to Registrant's Form 8-A filed June 26, 1998. (4) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999. 2 (5) Incorporated by reference to Registrant's Definitive Proxy Statement filed on June 23, 2000. (6) Incorporated by reference to Registrant's Form 8-K filed January 25, 2001. (7) Incorporated by reference to Registrant's Form 10-KSB filed on March 19, 2004. (8) Incorporated by reference to the Registrant's Form 10-KSB/A filed on April 28, 2004. (9) Incorporated by reference to the Registrant's Form 8-K filed on May 24, 2004. (10) Incorporated by reference to the Registrant's Form 8-K filed on December 17, 2004. (11) Incorporated by reference to the Registrant's Form 8-K filed January 5, 2005. 3 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Xtrana, Inc. Date: July 7, 2005 BY: /S/ JAMES H. CHAMBERLAIN --------------------------------------- James H. Chamberlain Chief Executive Officer and Chief Financial Officer In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /S/ MICHAEL D. BICK Chairman of the Board July 7, 2005 - --------------------------- of Directors Michael D. Bick, Ph.D. /S/ JAMES H. CHAMBERLAIN Chief Executive Officer, Chief July 7, 2005 - --------------------------- Financial Officer and Director James H. Chamberlain * Director July 7, 2005 - --------------------------- Douglas L. Ayer * Director July 7, 2005 - --------------------------- N. Price Paschall * Director July 7, 2005 - --------------------------- John C. Gerdes, Ph.D. * Director July 7, 2005 - --------------------------- James Mahony, Ph.D. * By: /S/ JAMES H. CHAMBERLAIN --------------------------- James H. Chamberlain As Attorney-In-Fact 4 EX-10 2 ex10-7.txt EX-10.7 EXHIBIT 10.7 NON-EXCLUSIVE CONSULTING AGREEMENT This Non-Exclusive Consulting Agreement ("AGREEMENT") is executed this 5th day of April, 2004, to be effective as of March 20, 2004 (the "EFFECTIVE DATE") by and between Xtrana, Inc., a Delaware corporation (the "COMPANY"), and JHC Consulting Inc., a California corporation (the "CONSULTANT"), in reference to the following: PRELIMINARY STATEMENT The Company wishes to retain the Consultant on a non-exclusive basis, and the Consultant wishes to be retained by the Company to assist the Company, and to provide to the Company the "Services" set forth below, all upon the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows: 1. TERM. The Company retains the Consultant and the Consultant accepts this appointment with the Company for a period commencing as of the Effective Date and terminating on earlier to occur of September 20, 2004 and the closing of a Company Transaction (the "TERM"). For purposes of this Agreement, a "COMPANY TRANSACTION" means the closing of a reverse merger transaction or similar transaction or other merger, consolidation or reorganization involving the Company, or the liquidation or dissolution of the Company. 2. DUTIES OF CONSULTANT. The Consultant has performed and will continue to perform such of the following non-exclusive consulting services for the Company as the parties may mutually agree, and subject to Consultant's availability: (a) serving as Interim Chief Executive Officer and Interim Chief Financial Officer, and (b) such other services related thereto as are reasonably requested by the Company's Board of Directors (the "SERVICES"). The Consultant will determine, in his sole discretion, the method, details and means of performing the Services, but will at all times provide the Services through James Chamberlain. James Chamberlain shall not be required to devote his full time and business attention to the performance of the Services; PROVIDED that Consultant shall cause James Chamberlain to give priority to the Services over his other business obligations. 3. COMPENSATION. As compensation for the Services, the Company will pay to the Consultant the sum of $30,000 (the "CONSULTING FEE"), payable in installments of $5,000 per calendar month (pro rated for any partial month of the Term); PROVIDED, HOWEVER, that any remaining unpaid portion of the Consulting Fee shall be paid to the Consultant in a lump sum upon the closing of a Company Transaction. James Chamberlain shall continue to receive such additional compensation as paid to the Company's non-employee directors pursuant to the Company's Board of Directors compensation policies as in effect from time to time. 1 4. NONDISCLOSURE. 4.1 ACCESS TO CONFIDENTIAL INFORMATION. The Consultant agrees that during the Term of the business relationship between the Consultant and the Company, the Consultant will have access to and become acquainted with confidential proprietary information ("CONFIDENTIAL INFORMATION") which is owned by the Company and is regularly used in the operation of the Company's business. The Consultant agrees that the term "Confidential Information" as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company. The Consultant agrees that the term "Confidential Information" includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, "know-how," negative "know-how," trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way, will remain the exclusive property of the Company. 4.2 NO UNFAIR USE BY CONSULTANT. The Consultant promises and agrees that the Consultant (which shall include its employees and contractors) will not misuse, misappropriate, or disclose in any way to any person or entity any of the Company's Confidential Information, either directly or indirectly, nor will the Consultant use the Confidential Information in any way or at any time except as required in the course of the Consultant's business relationship with the Company. 5. TERMINATION. 5.1 TERMINATION ON DEFAULT. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of said notice. For purposes of this section, material breaches of this Agreement shall include, but not be limited to, (i) the failure by the Company to pay the compensation set forth in SECTION 3 above; (ii) the Consultant's commission of acts of material fraud or material misrepresentation; (iii) the failure by the Consultant to conform in all material respects to all laws and regulations governing the Consultant's duties under this Agreement. 5.2 AUTOMATIC TERMINATION. This Agreement terminates automatically on the occurrence of any of the following events: (i) the bankruptcy, insolvency, liquidation or dissolution of the Company; or (ii) the death or disability of James Chamberlain. 2 5.3 RETURN OF COMPANY PROPERTY. Upon the termination or expiration of this Agreement, the Consultant will immediately transfer to the Company all files (including, but not limited to, electronic files), records, documents, drawings, specifications, equipment and similar items in its possession relating to the business of the Company or its Confidential Information (including the work product of the Consultant created pursuant to this Agreement). 7. BUSINESS EXPENSES. The Company will reimburse the Consultant for all reasonable, pre-approved business expenses incurred by the Consultant. 8. NOTICES. Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called "NOTICES") required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt). Notices shall be addressed to the address set forth on the signature page of this Agreement, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other party. 9. MISCELLANEOUS. 9.1 CHOICE OF LAW. This Agreement shall be governed according to the laws of the state of Delaware, notwithstanding the conflict of laws principles thereof. 9.2 ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the services to be rendered by the Consultant to the Company and contains all of the covenants and agreements between the parties with respect to the services to be rendered by the Consultant to the Company in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. 9.3 COUNTERPARTS. This Agreement may be executed manually or by facsimile signature in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same instrument. 9.4 SEVERABILITY. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and 3 enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law. 9.5 INDEMNIFICATION. The Company must indemnify, defend and hold Consultant harmless for all losses, damages, claims or proceedings involving the Consultant and relating to the Company (including any of its officers or directors or any of its subsidiaries) to the fullest extent provided by applicable law, unless such losses, damages, claims or proceedings directly relate to Consultant's own gross negligence, fraud or material breach of this Agreement. WHEREFORE, the parties have executed this Agreement on the date first written above, to be effective as of the Effective Date. "CONSULTANT" JHC CONSULTING INC. By: /S/ JAMES H. CHAMBERLAIN ------------------------------- Name: James H. Chamberlain Title: Address: "COMPANY" XTRANA, INC. By: /S/ MICHAEL D. BICK, PH.D. ------------------------------- Name: Michael D. Bick, Ph.D. Title: Chairman of the Board of Directors Address: P.O. Box 668 Sedalia, Colorado 80135 4 EX-31 3 ex31-1i.txt EX-31.1 EXHIBIT 31.1 CERTIFICATION OF CEO AND CFO PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James H. Chamberlain, certify that: 1. I have reviewed this annual report on Form 10-KSB/A of Xtrana, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: July 7, 2005 /S/ JAMES H. CHAMBERLAIN --------------------------- James H. Chamberlain Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----