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): DECEMBER 20, 2005
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 December 20, 2005, the Board of Directors of Alpha Innotech Corp.
("Alpha Innotech" or the "Company") approved a new compensation program for the
Chairman of the Board of Directors of the Company, Bill Snider. Under the new
compensation program, Mr. Snider shall be entitled to receive cash compensation
for his service as Chairman of the Board of Directors equal to $8,333.33 per
month for the period beginning January 1, 2006 and ending June 30, 2006, with
potential additional cash payment upon the Company's achievement of certain
performance milestones. Additionally, Mr. Snider was granted an option to
purchase 300,000 shares of Common Stock, such option to vest with respect to
200,000 shares on June 30, 2006 and with respect to additional 100,000 on
December 31, 2006, subject to the Company's achievement of certain performance
milestones. A copy of the option agreement is filed as Exhibit 10.1 to this Form
8-K.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On December 22, 2005, we ended the engagement of Hein & Associates
LLP as our independent registered public accounting firm. The decision was
approved by our Audit Committee and our Board of Directors.
The report of Hein & Associates LLP on the Xtrana, Inc. financial
statements for the fiscal year ended December 31, 2004 did not contain an
adverse opinion or disclaimer of opinion. However, the report was modified due
to an uncertainty about the ability of Xtrana, Inc. to continue as a going
concern. During the fiscal year ended December 31, 2004 and the subsequent
interim period preceding the termination, there were no disagreements with Hein
& Associates LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Hein & Associates LLP would have caused Hein
& Associates LLP to make reference to the subject matter of the disagreements in
connection with its report on the financial statements for such years or
subsequent interim periods.
We requested that Hein & Associates LLP furnish us with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the our statements in this Item 4.01(a). A copy of the letter
furnished by Hein & Associates LLP in response to that request, dated December
27, 2005, is filed as Exhibit 16.1 to this Form 8-K.
(b) On December 22, 2005, Rowbotham & Company LLP was engaged as our
new independent registered public accounting firm. During the two most recent
fiscal years and the interim period preceding the engagement of Rowbotham &
Company LLP, we have not consulted with Rowbotham & Company LLP regarding
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on our financial statements; or (ii) any matter that was either the
subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item
304 of Regulation S-B.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
See the Exhibit Index following the signature page of this
Current Report on Form 8-K for a list of the exhibits filed
herewith.
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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: December 27, 2005 By: /S/ HASEEB CHAUDHRY
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Haseeb Chaudhry
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Option Agreement with Mr. Snider
16.1 Letter furnished by Hein & Associates LLP dated December 27,
2005
4