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 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ETP/FBR Venture Capital LLC I.D. No. 54-2005388
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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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
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,471,999
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,471,999
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
15.13%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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SCHEDULE 13D
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CUSIP NO. 02075U 10 9 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Snider I.D. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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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
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,471,999
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,471,999
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
15.13%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
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CUSIP NO. 02075U 10 9 PAGE 4 OF 7 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wei-Wu He I.D. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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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
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,471,999
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,471,999
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
15.13%
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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) This statement is filed by ETP/FBR Venture Capital LLC.
William Snider and Wei-Wu He are the general partners of
ETP/FBR Venture Capital LLC. ETP/FBR Venture Capital LLC,
William Snider and Wei-Wu He are each sometimes referred to as
a Reporting Person and collectively , referred to as the
Reporting Persons.
(b) The principal business address of each Reporting Person is
1901 Research Boulevard, Suite 350, Rockville, MD 20850.
(c) ETP/FBR Venture Capital LLC is a limited liability company
organized for purpose of making investments in public and
private emerging and growth companies in the biotechnology
field. William Snider and Wei-Wu He are the general partners
of ETP/FBR Venture Capital LLC.
(d) During the last five years, no Reporting Person has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, no Reporting Person has 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) ETP/FBR Venture Capital LLC id a Delaware limited liability
company; William Snider and Wei-Wu He are the United States
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ETP/FBR Venture Capital LLC 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 ETP/FBR
Venture Capital LLC 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
ETP/FBR Venture Capital LLC 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) The Reporting Persons are the beneficial owners of an
aggregate of 1,471,999 shares of common stock including 92,221
shares upon exercise of five year warrants to purchase common
stock at a purchase price of $0.087 per share, which represent
approximately 15.13% of the outstanding equity shares.
(b) ETP/FBR Venture Capital LLC is a direct owner of 1,471,999
shares of the Issuer's Common Stock, except that William
Snider and Wei-Wu He may be deemed to have shared voting power
with respect to these shares of the Issuer's Common Stock.
Page 5 of 7
(c) Except as set forth or incorporated herein, no Reporting
Person effected any transactions in the Issuer's Common Stock
in the last 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds
from the sale of such shares of Common Stock beneficially
owned by the Reporting Persons.
(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
ETP/FBR Venture Capital
By: William Snider, General Partner
/s/ William Snider
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Page 6 of 7
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 7 of 7