UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. ___)*
Alpha Innotech Corp.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
02075U 10 9
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(CUSIP
Number)
Darryl Ray
Alpha Innotech Corp.
2401 Merced Street
San Leandro, CA 94577
(510) 483-9620
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 3, 2005
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(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
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CUSIP NO. 02075U 10 9 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Haseeb Chaudry I.D. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC (Subject Company)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)|_|
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,338,115
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.75%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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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
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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)
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