-----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, A+bLFE7N7b4PyrzwecqlFlqe7V+1n5CZ6tM9coX5B+CAq4zoHhQLzwb9t7oSfu7X 2Qs2Z+uRFwQOaQ3pWcvLuw== 0001170918-05-000699.txt : 20051017 0001170918-05-000699.hdr.sgml : 20051017 20051017171123 ACCESSION NUMBER: 0001170918-05-000699 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chaudhry Haseeb R CENTRAL INDEX KEY: 0001340895 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 510-483-9620 MAIL ADDRESS: STREET 1: 2401 MERCED STREET CITY: SAN LEANDRO STATE: CA ZIP: 94577 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA INNOTECH CORP 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40396 FILM NUMBER: 051141418 BUSINESS ADDRESS: STREET 1: 2401 MERCED ST. CITY: SAN LEANDRO STATE: CA ZIP: 94577 BUSINESS PHONE: 5104839620 MAIL ADDRESS: STREET 1: 2401 MERCED ST. CITY: SAN LEANDRO STATE: CA ZIP: 94577 FORMER COMPANY: FORMER CONFORMED NAME: XTRANA INC DATE OF NAME CHANGE: 20010702 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 SC 13D 1 sc13d-chaudry.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) (AMENDMENT NO. ___)* Alpha Innotech Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 02075U 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) Darryl Ray Alpha Innotech Corp. 2401 Merced Street San Leandro, CA 94577 (510) 483-9620 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 3, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 02075U 10 9 PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Haseeb Chaudry I.D. No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) SC (Subject Company) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)|_| Not applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 195,206 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 1,142,909 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 195,206 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 1,142,909 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,338,115 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.75% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (this "STATEMENT") relates to the shares of common stock, $0.01 par value per share (the "COMMON STOCK"), of Alpha Innotech Corp., a Delaware Corporation ("AIC"). The principal executive offices of AIC are located at 2401 Merced Street, San Leandro, CA 94577. ITEM 2. IDENTITY AND BACKGROUND (a) Haseeb Chaudhry (b) Mr. Chaudhry's business address is: c/o Alpha Innotech Corp. 2401 Merced Street, San Leandro, CA 94577 (c) Mr. Chaudhry's principal occupation is Chief Executive Officer of Alpha Innotech Corp., 2401 Merced Street, San Leandro, CA 94577 (d) During the last five years, Mr. Chaudhry has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Chaudhry has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws. (f) Mr. Chaudhry is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Chaudhry holds the securities reported above as a result of a merger of Alpha Innotech Corporation, a California Corporation ("AIC") with Xtrana, Inc. (the "Merger"). Pursuant to the Merger Agreement dated as of December 14, 2004 (as amended on each of April 6, 2005, July 6, 2005 and August 25, 2005, the "Merger Agreement"), the securities of AIC held by Mr. Chaudhry were exchanged for securities of Alpha Innotech Corp. (f/k/a Xtrana, Inc.) as of October 3, 2005, the effective date of the Merger. ITEM 4. PURPOSE OF TRANSACTION Mr. Chaudhry was a founder of AIC. The securities of AIC held by Mr. Chaudhry were exchanged for securities of Alpha Innotech Corp. in the Merger. Mr. Chaudhry does not currently have any plans or proposals which relate to or would result in any matters set forth in Items 4(a) through 4(j). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Chaudhry beneficially owns an aggregate of 1,338,115 shares of common stock (including (i) 1,142,909 shares held by a revocable trust, (ii) 141,204 shares upon exercise of five year warrants to purchase common stock at a purchase price of $0.087 per share, and (iii) 54,002 shares upon exercise of options, which represent approximately 13.75% of the outstanding equity shares. (b) Except pursuant to applicable community property laws and with the exception of the 1,142,909 shares held by a revocable trust, Mr. Chaudhry has sole voting and investment power with respect to 1,338,115 shares of the Issuer's Common Stock. Page 3 of 5 (c) Except as set forth or incorporated herein, Mr. Chaudhry has not effected any transactions in the Issuer's Common Stock in the last 60 days. (d) Except pursuant to applicable community property laws and with the exception of the 1,142,909 shares held by a revocable trust, no other person is known to Mr. Chaudhry to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any shares of Common Stock beneficially owned by Mr. Chaudhry on the date of this Statement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on December 17, 2004) 99.2 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. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on April 12, 2005) 99.3 Amendment No. 2 to Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on July 11, 2005) 99.4 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. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on August 26, 2005) After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 17, 2005 /s/ Haseeb Chaudry ------------------------------------- Haseeb Chaudry Page 4 of 5 INDEX TO EXHIBITS 99.1 Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on December 17, 2004) 99.2 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. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on April 12, 2005) 99.3 Amendment No. 2 to Agreement and Plan of Merger dated as of December 14, 2004, by and among Xtrana, Inc., AIC Merger Corp. and Alpha Innotech Corporation. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on July 11, 2005) 99.4 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. (Incorporated by reference to the Issuer's Current Report Form 8-K filed on August 26, 2005) Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----