-----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, Dv2pYjA1ovTF035fPloVFRtab2mfj2xj7byOXlBGqHXt2sE1eff8q0KyMOnor5Wl id5u5v5ahSXnHvkdCIdeFg== 0001170918-06-000965.txt : 20061102 0001170918-06-000965.hdr.sgml : 20061102 20061102155108 ACCESSION NUMBER: 0001170918-06-000965 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061031 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition 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: 20061102 DATE AS OF CHANGE: 20061102 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: 061182677 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-103106.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): OCTOBER 31, 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. On October 31, 2006, the Board of Directors of Alpha Innotech Corp. (the "Company") approved a stock option grant for each non-employee director of 10,000 shares of Common Stock of the Company at the exercise price of $0.95 per share to vest monthly beginning on October 31, 2006 for so long as such director continues to serve on the Board of Directors of the Company, to be fully vested October 31, 2007. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 31, 2006, the Company issued a press release announcing its earnings for the fiscal quarter ended September 30, 2006, the text of which is attached hereto as Exhibit 99.1. The information in this Item 2.02 of the Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in the Item 2.02 of the Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On October 31, 2006, John Hodgman notified the Company of his decision to resign from the Board of Directors and the Audit Committee of the Board of Directors, effective immediately. Effective October 31, 2006, Mr. Ron Bissinger, the Company's Chief Executive Officer and Chief Financial Officer was elected to the Company's Board of Directors to serve until the Company's 2007 annual meeting of stockholders. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 99.1 Press Release dated October 31, 2006 announcing earnings for the fiscal quarter ended September 30, 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: November 2, 2006 By: /S/ RON BISSINGER --------------------------------- Ron Bissinger Chief Executive Officer and Chief Financial Officer 3 EXHIBIT INDEX 99.1 Press Release dated October 31, 2006 announcing earnings for the fiscal quarter ended September 30, 2006 4 EX-99 2 ex99-1h.txt EX-99.1 EXHIBIT 99.1 ALPHA INNOTECH REPORTS IMPROVED FINANCIAL RESULTS FOR THIRD QUARTER October 31, 2006 - Alpha Innotech Corp., San Leandro, California Alpha Innotech Corp. (OTCBB:APNO), a leading provider of bioanalytical systems for drug discovery and life science research, today reported financial results for the third quarter ending September 30, 2006. Third quarter revenues of $3.355 million increased 7% from the $3.140 million reported in the same period in 2005. The net loss of $47,000 in the third quarter ending September 30, 2006 is a 90% reduction from the $486,000 net loss reported in the comparable period of 2005. Revenues of $9.506 million for the first nine months of 2006 were 17% higher than the $8.159 million in revenues reported for the same period in 2005. Excluding $144,428 of stock-based compensation expenses, on a non-GAAP basis, the Company had net income of $96,362 for the third quarter ending September 30, 2006. "Our third quarter's financial results represent a substantial improvement in our Company's performance," stated Ron Bissinger, Chief Executive Officer of Alpha Innotech. He continued, "Not only did our gross margins climb almost 10 points over 2005 for the third quarter, but we also generated positive operating cash flow. We are pleased to see the results of the operational improvements and strategies we implemented in the second quarter." More information on Alpha Innotech can be found at the Company's website www.alphainnotech.com. About Alpha Innotech Corp. Founded in 1992 and with over 8,000 systems sold worldwide, Alpha Innotech is a leading developer, manufacturer and marketer of digital imaging and analysis systems for the life science research and drug discovery markets. Our goal is to combine instruments, reagents and bioinformatics software to offer integrated modular technology platforms for functional genomics, proteomics and cell analysis markets. Our customers include pharmaceutical and biotechnology companies as well as universities, medical centers, government research institutes and agencies worldwide. Cautionary Note Regarding Forward-Looking Statements This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by those sections. These forward-looking statements involve a number of risks and uncertainties that include, but are not limited to, the Company's need for additional financing, the timing of the introduction and success of new products, and the Company's growth prospects, that could cause actual results to differ materially from those anticipated or planned by these forward-looking statements. Please also refer to the risk factors described in our filings with the Securities and Exchange Commission, including our recent Form 10-KSB and Forms 10-QSB filed with the Securities and Exchange Commission. We do not intend to update the forward-looking information contained in this news release. CONTACT: ALPHA INNOTECH CORP. RON BISSINGER, CEO TEL: 510-483-9620 Alpha Innotech Corp Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------------- --------------------------- 2006 2005 2006 2005 ----------- ----------- ----------- ----------- Sales .............................................. $ 3,355 $ 3,140 $ 9,506 $ 8,159 Cost of sales ...................................... 1,504 1,716 4,520 4,489 ----------- ----------- ----------- ----------- Gross profit ................................. 1,851 1,424 4,986 3,670 ----------- ----------- ----------- ----------- 55.2% 45.4% 52.5% 45.0% Operating expenses: Sales and marketing .......................... 933 1,134 3,073 3,562 Research and development ..................... 246 359 983 1,166 General and administrative ................... 640 336 1,752 1,111 ----------- ----------- ----------- ----------- Total operating expenses ............... 1,819 1,829 5,808 5,839 ----------- ----------- ----------- ----------- Income (loss) from operations ...................... 32 (405) (822) (2,169) Interest expense ................................... (78) (80) (236) (242) Other income (expense), net ........................ (2) (1) 19 0 ----------- ----------- ----------- ----------- Total other income (expense) ................. (80) (81) (217) (242) ----------- ----------- ----------- ----------- Net loss ................................ (48) (486) (1,039) (2,411) Accretions on redeemable convertible preferred stock -- (204) -- (631) ----------- ----------- ----------- ----------- Net loss applicable to common stockholders ...... $ (48) $ (690) $ (1,039) $ (3,042) =========== =========== =========== =========== Net loss per share: Basic & diluted .............................. $ (0.00) $ (0.28) $ (0.11) $ (1.15) =========== =========== =========== =========== Shares used in computing net loss per share: Basic & diluted .............................. 9,858,694 2,476,548 9,796,937 2,649,207 =========== =========== =========== ===========
Alpha Innotech Corp Condensed Consolidated Balance Sheets (in thousands) (unaudited) September 30, December 31, 2006 2005 ---------- ---------- ASSETS Current assets: Cash and cash equivalents ................... $ 391 $ 546 Accounts receivable, net .................... 1,982 2,411 Inventory, net .............................. 626 952 Prepaid expenses and other current assets ........................... 119 212 ---------- ---------- Total current assets ........................ 3,118 4,121 Property and equipment, net ........................ 1,113 1,171 Other assets ....................................... 95 76 ---------- ---------- Total assets ................................ $ 4,326 $ 5,368 ========== ========== LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Accounts payable ............................ $ 1,506 $ 1,497 Accrued liabilities ......................... 981 1,084 Short term debt ............................. 1,819 1,556 Deferred revenue ............................ 826 775 Other current liabilities ................... 214 230 ---------- ---------- Total current liabilities ................... 5,346 5,142 Long term debt ..................................... 300 800 ---------- ---------- Total stockholders' equity (deficit) ............... (1,320) (574) ---------- ---------- Total liabilities and stockholders' equity (deficit) ......................... $ 4,326 $ 5,368 ========== ========== -----END PRIVACY-ENHANCED MESSAGE-----