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