-----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, UolIbOeTaHKoRvHoQ9LwNMtE10FexhDGcexyQM5CAkGi/U+n9FEyii4LHwZznwnb x/P4Czwn3usin2pAw4pKPw== 0001170918-06-000229.txt : 20060309 0001170918-06-000229.hdr.sgml : 20060309 20060309165316 ACCESSION NUMBER: 0001170918-06-000229 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060303 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060309 DATE AS OF CHANGE: 20060309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA INNOTECH CORP CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] 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: 06676650 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 8-K 1 fm8k-030906.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): MARCH 3, 2006 ALPHA INNOTECH CORP. (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.) 2401 MERCED STREET, SAN LEANDRO, CALIFORNIA 94577 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 483-9620 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 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 Effective as of March 15, 2006, Alpha Innotech Corp. (the "Company") entered into an offer letter with Mr. Ron Bissinger, the Company's Chief Financial Officer and Chief Operating Officer. Pursuant to the offer letter, Mr. Bissinger will be entitled to receive cash compensation equal to $15,000 per month and be eligible for an additional bonus of $20,000 on March 15, 2007. Additionally, Mr. Bissinger will be granted an option to purchase 200,000 shares of Common Stock, such option to vest over a four-year period with 25% of the shares vesting one year from September 15, 2005, and at a rate of 1/48th of the shares per month for the remaining 36 months, for so long as Mr. Bissinger continues to be employed by the Company. The foregoing summary is qualified in its entirety by reference to the offer letter, a copy of which is filed as an exhibit 10.1 hereto. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Effective March 15, 2006, Mr. Ron Bissinger was appointed Chief Financial Officer of the Company to replace Dr. Darryl Ray, who is leaving the Company. Dr. Ray, one of the Company's co-founders has been a director, President and Chief Operations Officer since 1992 and Acting Chief Accounting Officer since 2005. Dr. Ray will continue to serve as a member of the Company's Board of Directors. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 10.1 Offer letter for Mr. Bissinger dated March 9, 2006 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. ALPHA INNOTECH CORP. Date: March 9, 2006 By: /S/ HASEEB CHAUDHRY ----------------------------------------- Haseeb Chaudhry Chief Executive Officer 3 EXHIBIT INDEX 10.1 Offer letter for Mr. Bissinger dated March 9, 2006 4 EX-10 2 ex10-1b.txt EX-10.1 EXHIBIT 10.1 March 09, 2006 VIA U.S. MAIL Ronald H. Bissinger Re: OFFER OF EMPLOYMENT Dear Ron, o On behalf of Alpha Innotech Corporation I am pleased to offer you a job in the exempt position of COO/CFO. If you accept this offer, your starting wages at Alpha Innotech Corporation will be $15,000.00 per month. You will also be eligible to receive a $20,000.00 bonus on March 15, 2007 as long as you remain employed through March 15, 2007. In addition, you will receive 200,000 stock options subject to Board approval. The incentive stock grant shall be exercisable with respect to 25% of the total number of ISO shares one year after the Vesting Base Date and with respect to an additional 1/48th of the total number of ISO shares at the end of each month and thereafter, so that the ISO shall be exercisable with respect to all of the ISO Shares on and after four years after the vesting base date, subject however to the Company's Right of Repurchase. The Vesting Base Date will be September 15, 2005. In addition, you will accrue vacation at the rate of 1.25 days per month (equivalent to 15 days of vacation annually). o By accepting this offer, you agree to start work for Alpha Innotech Corporation on March 15, 2006. Alpha Innotech Corporation conditions this offer upon your providing appropriate documentation of United States citizenship or authorization to work in the United States. Also, Alpha Innotech Corporation conditions this offer upon final approval of the Board. You must disregard any statements or representations made to you which would subtract from, add to, or in any way change the terms of this letter. This letter cancels, supersedes, and takes precedence over all other statements and representations regarding the terms of your employment with Alpha Innotech Corporation. If you accept this offer, your employment with Alpha Innotech Corporation will be "at-will." This means that your employment with Alpha Innotech Corporation will not last for any specific period of time and either you or Alpha Innotech Corporation can terminate your employment without notice and for any reason (good or bad) or for no reason at all. This letter will reflect the final, total and complete agreement between you and Alpha Innotech Corporation regarding how your employment may be terminated. No other agreements exist regarding the subject of termination. Even though your job duties, title, compensation and benefits, as well as Alpha Innotech Corporation's personnel policies and procedures, may change from time to time during your tenure with Alpha Innotech Corporation, neither you nor Alpha Innotech Corporation can change the "at-will" nature of your employment, unless the CEO of Alpha Innotech Corporation signs a written contract which explicitly changes your status as an "at-will" employee. Please understand that any positive performance evaluations, compliments, promotions, or pay increases you may happen to receive at Alpha Innotech Corporation do not indicate a change in your "at-will" status. Also, an employee's "at-will" status does not change based upon length of service with Alpha Innotech Corporation. In order to accept this offer, you must sign this letter and I must receive it back before close of business on the fifth business day following the date of this letter (above). We wish to impress on you that you must not bring to Alpha Innotech Corporation any confidential or proprietary information or material of any former employer, disclose or use such information or material in the course of your employment with Alpha Innotech Corporation, or violate any other obligation to your former employers. I hope that you will accept our offer and look forward to having you join us. If you have any questions or do not understand any part of this letter, please contact me before signing below. Sincerely, /s/ Haseeb Chaudhry -------------------------- HASEEB CHAUDHRY CEO ALPHA INNOTECH CORPORATION I, Ronald H. Bissinger, have read this letter and understand its terms. By signing below, I accept the offer of employment this letter makes. Date: March 9, 2006 Signature: /s/ Ronald H. Bissinger -------------- ----------------------------- RONALD H. BISSINGER -----END PRIVACY-ENHANCED MESSAGE-----