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): JULY 21, 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
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(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 July 21, 2006, Alpha Innotech Corp. (the "Company") issued a
subordinated Senior Convertible Note in the principal amount of $375,000 (the
"Note") and a warrant to purchase 125,000 shares of the Company's common stock
(the "Warrant"). The Company will use the proceeds from the private placement
for general corporate purposes.
The Note and the Warrant were issued pursuant to a Securities Purchase
Agreement (the "Purchase Agreement") between the Company and ETP/FBR Venture
Capital II, LLC (the "Purchaser"). The Note will bear interest at a rate of 3%
per year and is due on July 20, 2011 (the "Maturity Date"). During the
occurrence of an "Event of Default" under the Note, the Note will bear interest
at a rate of 10% per year. The Note is convertible into shares of common stock
of the Company at an initial conversion price of $1.60 per share at any time at
the election of the Purchaser; provided, however, that if the Company will issue
any securities ("New Securities") within 180 days of the issuance of the Note,
the Purchaser, in its sole discretion, can convert the Note into such New
Securities at the same purchase price and on the same terms and conditions as
the Company offering such New Securities to third parties. If the closing price
of the Company's common stock has been at or above $2.50 per shares for at least
30 consecutive business days, then any remaining principal outstanding under the
Note will automatically convert into common stock of the Company. The Warrant is
exercisable from the six month anniversary of the issuance through July 20, 2016
at the price of $1.20 per share.
The Note is subordinate in right of payment to the Company's existing
"Senior Debt", specifically (1) Loan and Security Agreement with BFI dated March
9, 2004; and (2) the Secured Promissory Note dated April 8, 2005 and related
loan documents in favor of Alexandria Finance, LLC. The Notes will also be
subordinate in right of payment to a working capital line in an amount not to
exceed $5 million into which the Company may enter in the future with prior
written consent of the Purchaser.
The securities sold pursuant to the Purchase Agreement have
not yet been registered under the Securities Act of 1933 and may not be offered
or sold in the United States in the absence of an effective registration
statement or exemption from registration requirements. Pursuant to the Purchase
Agreement, the Company is required to file a registration statement before
December 31, 2006 for purposes of registering the resale of the shares of Common
Stock issuable upon conversion of the Note and the Warrant.
Pursuant to the Purchase Agreement, the Company has agreed to indemnify
the Purchaser, its affiliates and agents, against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. William Snider, a
director of the Company, is a general partner of the Purchaser. William Snider
is also a general partner of ETP/FBR Venture Capital LLC, which currently owns
approximately 15% of common stock of the Company, as reported in the Company's
Proxy Statement filed with the Securities and Exchange Commission on May 1,
2006.
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The description of the Purchase Agreement, the Note and the Warrant set
forth in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference herein.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On July 21, 2006, the Company completed a private placement offering of
subordinated Senior Convertible Note with the principal amount of $375,000 due
in 2011 (the "Note"). The Note is convertible into shares of common stock of the
Company at an initial conversion price of $1.60 per share of common stock. The
description of the Purchase Agreement, the Note and the Warrant set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference
herein.
The securities were offered pursuant to exemptions from registration
under Section 4(2) of the Securities Act and Rule 506 of Regulation D. There was
a total of one purchaser, which was an "accredited investor" as such term is
defined in Regulation D. A legend was placed on each certificate indicating that
the Note and the Warrant have not been registered and are restricted from
resale.
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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: July 26, 2006 By: /S/ RON BISSINGER
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Ron Bissinger
Chief Financial Officer and
Chief Operating Officer
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