-----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, GqEf0zHbriOAw7jZlvyinibuu9YbvEo+UTrq/d8EXgWtbUzjaPeoHuGHs8aJzIkE 3qefHCvGx3VFs3ZwXQpeQQ== 0001170918-05-000582.txt : 20050826 0001170918-05-000582.hdr.sgml : 20050826 20050826154633 ACCESSION NUMBER: 0001170918-05-000582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050825 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050826 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: 051052049 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-082505.txt 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) AUGUST 25, 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-4c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. AMENDMENT TO AGREEMENT AND PLAN OF MERGER On August 25, 2005, Xtrana, Inc. a Delaware corporation ("Xtrana"), AIC Merger Corporation, a wholly-owned subsidiary of Xtrana ("Xtrana Sub"), and Alpha Innotech Corporation ("Alpha Innotech"), entered into an Amendment No. 3 to the Agreement and Plan of Merger which the parties initially entered into on December 14, 2004 (as amended to date, 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"). This third amendment extended the date after which either party can terminate the Merger Agreement, and abandon the Merger, from September 30, 2005 to October 14, 2005. A copy of the text of the amendment to the Merger Agreement is filed as Exhibit 2.1.3 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 has filed a definitive proxy statement for the annual meeting of stockholders with the Securities and Exchange Commission and mailed a copy of the proxy statement to all stockholders of record as of the close of business on August 12, 2005. The stockholder meeting is scheduled to take place on October 3, 2005, as described in the proxy statement. Investors and security holders are advised to read the definitive proxy statement because it contains important information about the proposed merger. Investors and security holders may obtain a free copy of the proxy statement 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 stockholders 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 is contained in the proxy statement filed by Xtrana with the SEC in connection with the annual meeting of stockholders. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1.3 Amendment No. 3 to Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. 3 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: August 26, 2005 By: /S/ JAMES CHAMBERLAIN ----------------------------------------- James Chamberlain Chief Executive Officer 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1.3 Amendment No. 3 to Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. 5 EX-2 2 ex2-1_3.txt EX-2.1.3 EXHIBIT 2.1.3 AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (the "AMENDMENT"), made as of the 25th day of August, 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, as amended by Amendment No. 1 to Agreement and Plan of Merger dated April 6, 2005 and Amendment No. 2 to Agreement and Plan of Merger dated July 6, 2005 (as amended, the "AGREEMENT"), which provides for the merger of AIC with and into MergerCo on the term and conditions set forth in the Agreement. B. 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 SECTION 8.1.3. Section 8.1.3 of the Agreement is hereby amended in its entirety to read as follows: "by either Xtrana or AIC if the Merger shall not have been consummated on or before October 14, 2005 (other than as a result of the failure of the Party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time);" 2. 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. 3. 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. 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 2 -----END PRIVACY-ENHANCED MESSAGE-----