x
|
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
58-1729436
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
2401
Merced Street, San Leandro, CA
|
94577
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of each class
Common Stock,
par value $.01 per
share
|
FORWARD
LOOKING STATEMENTS
|
1
|
||
PART I
|
1
|
||
ITEM 1.
|
BUSINESS
|
1
|
|
ITEM 1A.
|
RISK
FACTORS
|
3
|
|
ITEM 1B.
|
UNRESOLVED
STAFF COMMENTS
|
10
|
|
ITEM 2.
|
PROPERTIES
|
10
|
|
ITEM 3.
|
LEGAL
PROCEEDINGS
|
10
|
|
ITEM 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
10
|
|
PART II
|
10
|
||
ITEM 5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
10
|
|
ITEM 6
|
SELECTED
FINANCIAL DATA
|
11
|
|
ITEM 7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
11
|
|
ITEM 7A
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
19
|
|
ITEM 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
19
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
39
|
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES
|
39
|
|
ITEM 9B.
|
OTHER
INFORMATION
|
41
|
|
PART III
|
41
|
||
ITEM 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
41
|
|
ITEM 11.
|
EXECUTIVE
COMPENSATION
|
42
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
42
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
42
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
42
|
|
PART
IV
|
42
|
||
ITEM 15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
42
|
|
SIGNATURES
|
S-1
|
|
•
|
significantly
greater name recognition;
|
|
•
|
established
relationships with research institutions and pharmaceutical
manufacturers;
|
|
•
|
large,
direct sales forces and established independent distribution
networks;
|
|
•
|
additional
product lines and the ability to offer rebates, bundled products, and
higher discounts or incentives;
|
|
•
|
access
to material information about our business, which we are required to
publicly disclose, while not having to disclose their own comparable
information, because it is an immaterial part of their overall
operations;
|
|
•
|
greater
experience in conducting research and development, manufacturing and
marketing activities; and
|
|
•
|
greater
financial and human resources for product development, sales and marketing
and litigation.
|
|
•
|
changes
in economic conditions, particularly as experienced on a worldwide basis
in late 2008 and early 2009;
|
|
•
|
changes
in government programs that provide funding to companies and research
institutions;
|
|
•
|
changes
in the regulatory environment affecting life sciences companies and life
sciences research;
|
|
•
|
market-driven
pressures on companies to consolidate and reduce costs;
and
|
|
•
|
other
factors affecting research and development
spending.
|
|
•
|
we
may not be able to obtain an adequate supply of quality raw materials or
component parts in a timely manner or on commercially reasonable
terms;
|
|
•
|
suppliers
may make errors in manufacturing components that could negatively affect
the performance of our product, cause delays in shipment of our product or
lead to returns;
|
|
•
|
we
may have difficulty locating and qualifying on a timely basis alternative
suppliers for our single sourced
supplies;
|
|
•
|
switching
components may require product redesign, which could significantly delay
production;
|
|
•
|
our
suppliers manufacture products for a range of customers, and fluctuations
in demand for the products these suppliers manufacture for others may
affect their ability to deliver components to us in a timely manner;
and
|
|
•
|
our
suppliers may encounter financial hardships either related or unrelated to
our demand for components, which could inhibit their ability to fulfill
our orders and meet our
requirements.
|
• | our partners may develop technologies or components competitive with our products; | |
|
•
|
some
of our agreements may terminate prematurely due to disagreements between
us and our partners;
|
• | our partners may not devote sufficient resources to the development and sale of our products; | |
|
•
|
our
partners may be unable to provide the resources required for us to
progress in the collaboration on a timely basis;
|
• | our collaborations may be unsuccessful; or | |
• | we may not be able to negotiate future collaborative arrangements on acceptable terms. |
Fiscal Year 2008
|
High
Bid
|
Low Bid
|
||||||
First Quarter
|
$ | 0.90 | $ | 0.65 | ||||
Second Quarter
|
$ | 0.98 | $ | 0.65 | ||||
Third Quarter
|
$ | 0.98 | $ | 0.65 | ||||
Fourth Quarter
|
$ | 0.93 | $ | 0.35 | ||||
Fiscal Year 2007
|
High
Bid
|
Low
Bid
|
||||||
First Quarter
|
$ | $1.30 | $ | 0.75 | ||||
Second Quarter
|
$ | 2.50 | $ | 0.86 | ||||
Third Quarter
|
$ | 1.31 | $ | 1.02 | ||||
Fourth Quarter
|
$ | 1.25 | $ | 0.70 |
Twelve Months Ended
December 31,
|
||||||||
2008
|
2007
|
|||||||
Cost
of goods sold
|
$ | 23,597 | $ | 2,441 | ||||
Sales
and marketing
|
160,016 | 122,363 | ||||||
Research
and development
|
71,763 | 44,513 | ||||||
General
and administrative
|
298,104 | 217,328 | ||||||
Total
share-based compensation
|
$ | 553,480 | $ | 386,645 |
Number
of Shares
|
Weighted
Average Grant Date Fair Value
|
|||||||
Non-vested
stock outstanding at January 1, 2008
|
790,306 | $ | 1.10 | |||||
Granted
|
491,000 | $ | 0.93 | |||||
Vested
|
(447,642 | ) | $ | 1.06 | ||||
Forfeited
|
(10,125 | ) | $ | 0.86 | ||||
Non-vested
stock outstanding at December 31, 2008
|
823,539 | $ | 1.03 |
2008
|
2007
|
|||||||
Risk-free
interest
|
3.83%-4.16 | % | 4.37%-5.09 | % | ||||
Expected
life
|
6.25
Years
|
10
Years
|
||||||
Expected
volatility
|
111%-168 | % | 157%-199 | % | ||||
Expected
dividend
|
— | — |
Shares
|
Weighted
-Average Exercise Price per Share
|
Weighted-Average
Remaining Contractual Terms in Years
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding
at January 1, 2007
|
880,821 | $ | 2.30 | |||||||||||||
Grants
|
700,800 | $ | 0.99 | |||||||||||||
Forfeitures
|
(98,586 | ) | $ | 1.03 | ||||||||||||
Expirations
|
(149,321 | ) | $ | 2.60 | ||||||||||||
Outstanding
at December 31, 2007
|
1,333,714 | $ | 1.68 | |||||||||||||
Grants
|
491,000 | $ | 0.93 |
|
||||||||||||
Forfeitures
|
(10,125 | ) | $ | 0.86 |
|
|||||||||||
Expirations
|
(7,004 | ) | $ | 7.80 |
|
|||||||||||
Outstanding
at December 31, 2008
|
1,807,585 | $ | 1.45 | 7.6 | $ | — | ||||||||||
Exercisable
at December 31, 2008
|
984,046 | $ | 1.79 | 6.6 | $ | — | ||||||||||
Vested
and expected to vest at December 31, 2008
|
1,807,585 | $ | 1.45 | 7.6 | $ | — |
2007
|
||||
Shares
issuable upon exercise of warrants
|
336,934 |
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
20
|
Financial
Statements
|
|
Consolidated
Balance Sheets
|
21
|
Consolidated
Statements of Operations
|
22
|
Consolidated
Statements of Changes in Shareholders’ Deficit
|
23
|
Consolidated
Statements of Cash Flows
|
24
|
Notes
to Consolidated Financial Statements
|
25
|
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 648,757 | $ | 167,738 | ||||
Restricted
cash
|
50,000 | 50,113 | ||||||
Accounts
receivable, net
|
3,032,980 | 2,229,698 | ||||||
Inventory,
net
|
1,464,566 | 1,006,085 | ||||||
Prepaid
expenses and other current assets
|
154,891 | 218,780 | ||||||
Total
current assets
|
5,351,194 | 3,672,414 | ||||||
Property
and equipment, net
|
789,876 | 914,383 | ||||||
Loan
costs, net
|
119,432 | — | ||||||
Other
assets
|
90,232 | 90,232 | ||||||
Total
assets
|
$ | 6,350,734 | $ | 4,677,029 | ||||
Liabilities
and Shareholders’ Deficit
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 879,648 | $ | 1,785,909 | ||||
Accrued
liabilities
|
1,110,010 | 1,329,860 | ||||||
Current
portion of debt
|
2,935,565 | 1,406,968 | ||||||
Deferred
revenue
|
1,217,322 | 1,027,006 | ||||||
Other
liabilities
|
152,391 | 265,526 | ||||||
Total
current liabilities
|
6,294,936 | 5,815,269 | ||||||
Debt,
net of current portion
|
152,275 | 307,938 | ||||||
Commitments
and contingencies
|
— | — | ||||||
Shareholders’
deficit:
|
||||||||
Common
stock, $0.01 par value per share: 50,000,000 shares authorized, 10,922,136
and 10,462,576 shares issued and outstanding at December 31, 2008 and
2007, respectively
|
109,222 | 104,626 | ||||||
Additional
paid-in capital
|
18,770,191 | 17,492,662 | ||||||
Accumulated
deficit
|
(18,967,822 | ) | (19,035,398 | ) | ||||
Treasury
stock
|
(8,068 | ) | (8,068 | ) | ||||
Total
shareholders’ deficit
|
(96,477 | ) | (1,446,178 | ) | ||||
Total
liabilities and shareholders’ deficit
|
$ | 6,350,734 | $ | 4,677,029 |
2008
|
2007
|
|||||||
Revenue
|
$
|
17,608,494 |
$
|
15,321,729
|
||||
Cost
of goods sold
|
7,991,743
|
6,885,032
|
||||||
Gross
profit
|
9,616,751
|
8,436,697
|
||||||
Operating
costs and expenses:
|
||||||||
Sales
and marketing
|
5,188,216
|
4,873,866
|
||||||
Research
and development
|
1,343,752
|
1,322,758
|
||||||
General
and administrative
|
2,594,534
|
2,594,936
|
||||||
Total
operating costs and expenses
|
9,126,502
|
8,791,560
|
||||||
Income
(loss) from operations
|
490,249
|
(354,863
|
)
|
|||||
Other
income (expense):
|
||||||||
Interest
expense
|
(511,616
|
)
|
(299,549
|
)
|
||||
Sale
of patent
|
100,000
|
—
|
||||||
Other
income (expense), net
|
(11,057
|
)
|
(7,325
|
)
|
||||
Total
other income (expense)
|
(422,673
|
)
|
(306,874
|
)
|
||||
Net
income (loss)
|
$
|
67,576 |
$
|
(661,737
|
)
|
|||
Net
income (loss) per share:
|
||||||||
Basic
|
$
|
0.01 |
$
|
(0.06 |
)
|
|||
Diluted
|
$
|
0.01 |
$
|
(0.06 |
)
|
|||
Weighted
average shares outstanding:
|
||||||||
Basic
|
10,808,828
|
10,373,426
|
||||||
Diluted
|
11,067,217
|
10,373,426
|
Common
Stock
|
Treasury
Stock
|
|||||||||||||||||||||||||||
Number
of
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Number
of Shares
|
Amount
|
Accumulated
Deficit
|
Total
|
||||||||||||||||||||||
Balance
at January 1, 2007
|
9,891,393 | $ | 98,914 | $ | 17,108,125 | 4,746 | $ | (8,068 | ) | $ | (18,373,661 | ) | $ | (1,174,690 | ) | |||||||||||||
Issuance
of restricted shares
|
530,000 | 5,300 | (5,300 | ) | — | — | — | — | ||||||||||||||||||||
Exercise
of warrants
|
41,183 | 412 | 3,192 | — | — | — | 3,604 | |||||||||||||||||||||
FAS
123 (R) Share-based compensation
|
— | — | 386,645 | — | — | — | 386,645 | |||||||||||||||||||||
Net
loss
|
— | — | — | — | — | (661,737 | ) | (661,737 | ) | |||||||||||||||||||
Balance
at December 31, 2007
|
10,462,576 | 104,626 | 17,492,662 | 4,746 | (8,068 | ) | (19,035,398 | ) | (1,446,178 | ) | ||||||||||||||||||
Issuance
of common stock
|
250,000 | 2,500 | 210,000 | — | — | — | 212,500 | |||||||||||||||||||||
Issuance
of warrants
|
— | — | 339,509 | — | — | — | 339,509 | |||||||||||||||||||||
Issuance
of stock options to vendors
|
— | — | 8,989 | — | — | — | 8,989 | |||||||||||||||||||||
FAS
123 (R) Share-based compensation
|
— | — | 553,479 | — | — | — | 553,479 | |||||||||||||||||||||
Issuance
of restricted shares
|
209,560 | 2,096 | 165,552 | — | — | — | 167,648 | |||||||||||||||||||||
Net
income
|
— | — | — | — | — | 67,576 | 67,576 | |||||||||||||||||||||
Balance
at December 31, 2008
|
10,922,136 | $ | 109,222 | $ | 18,770,191 | 4,746 | $ | (8,068 | ) | $ | (18,967,822 | ) | $ | (96,477 | ) |
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | 67,576 | $ | (661,737 | ) | |||
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
534,379 | 601,181 | ||||||
Allowance
for sales returns and doubtful accounts
|
(80,855 | ) | (12,320 | ) | ||||
Allowance
for excess and obsolete inventory
|
81 | 4,698 | ||||||
Provision
for demo equipment
|
(45,000 | ) | (8,175 | ) | ||||
Amortization
of loan fees
|
73,828 | — | ||||||
Amortization
of debt issuance costs
|
162,251 | — | ||||||
Share-based
compensation
|
553,480 | 386,645 | ||||||
Stock
and warrants issued in lieu of payment
|
8,988 | — | ||||||
Change
in operating assets and liabilities:
|
||||||||
Accounts
receivables
|
(722,427 | ) | (27,968 | ) | ||||
Inventory
|
(458,562 | ) | (377,231 | ) | ||||
Prepaid
expenses and other current assets
|
63,890 | (29,256 | ) | |||||
Other
assets
|
— | 1,075 | ||||||
Accounts
payable
|
(906,261 | ) | 177,623 | |||||
Accrued
liabilities
|
17,798 | 354,194 | ||||||
Deferred
revenue
|
190,316 | 131,131 | ||||||
Other
liabilities
|
(113,135 | ) | 55,052 | |||||
Net
cash provided by (used in) operating activities
|
(653,653 | ) | 594,912 | |||||
Cash
flows from investing activities:
|
||||||||
Restricted
cash
|
113 | (50,113 | ) | |||||
Purchase
of property and equipment
|
(364,873 | ) | (458,483 | ) | ||||
Net
cash used in investing activities
|
(364,760 | ) | (508,596 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Lines
of credit, net
|
822,032 | 232,162 | ||||||
Proceeds
from debt obligation
|
1,500,000 | — | ||||||
Repayment
of debt obligation
|
(815,000 | ) | (600,000 | ) | ||||
Payment
of loan fees
|
(150,100 | ) | — | |||||
Proceeds
from exercise of warrants
|
— | 3,604 | ||||||
Proceeds
from sale of stock
|
142,500 | — | ||||||
Net
cash provided by (used in) financing activities
|
1,499,432 | (364,234 | ) | |||||
Net
increase (decrease) in cash and cash equivalents
|
481,019 | (277,918 | ) | |||||
Cash
and cash equivalents at the beginning of the year
|
167,738 | 445,656 | ||||||
Cash
and cash equivalents at the end of the year
|
$ | 648,757 | $ | 167,738 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid during the year
|
$ | 316,115 | $ | 299,549 | ||||
Supplemental
disclosure of non-cash investing and financing
activities:
|
||||||||
Issuance
of restricted shares at par value
|
$ | — | $ | 5,300 | ||||
Issuance
of common stock warrants
|
$ | 339,509 | $ | — |
2007
|
||||
Shares
issuable upon exercise of warrants
|
336,934 |
Level
1
|
Level
2
|
Level
3
|
|
Total
|
|
||||||||||
Cash
and cash equivalents
|
$
|
648,757 |
$
|
— |
$
|
— |
$
|
648,757
|
|
||||||
Restricted
cash
|
50,000
|
—
|
—
|
50,000 |
|
||||||||||
Total
assets
|
$
|
698,757 |
$
|
— |
$
|
— |
$
|
698,757
|
|
2008
|
2007
|
||||||
Accounts
receivable
|
$
|
3,090,416
|
$
|
2,367,989 | |||
Less
allowance for sales returns
|
(52,436
|
)
|
(133,291)
|
||||
Less
allowance for doubtful accounts
|
(5,000
|
)
|
(5,000
|
)
|
|||
Accounts
receivable, net
|
$
|
3,032,980
|
$
|
2,229,698 |
2008
|
2007
|
||||||
Raw
materials
|
$
|
1,496,555
|
$
|
896,935 | |||
Inventory
in transit
|
14,623
|
155,681
|
|||||
Less
allowance for excess and obsolete inventory
|
(46,612
|
)
|
(46,531
|
)
|
|||
Inventory,
net
|
$
|
1,464,566
|
$
|
1,006,085 |
2008
|
2007
|
||||||
Machinery
and equipment
|
$
|
564,191
|
$
|
435,617 | |||
Furniture
and fixtures
|
211,317
|
208,201
|
|||||
Leasehold
improvements
|
1,507,500
|
1,507,500
|
|||||
Loaner
and demonstration units
|
541,485
|
1,160,053
|
|||||
Computers
|
357,374
|
358,443
|
|||||
Software
|
105,890
|
103,796
|
|||||
Total
property and equipment
|
3,287,757
|
3,773,610
|
|||||
Less
accumulated depreciation and amortization
|
(2,497,881
|
)
|
(2,859,227
|
)
|
|||
Property
and equipment, net
|
$
|
789,876
|
$
|
914,383 |
2008
|
2007
|
|||||||
Loan
costs
|
$ | 193,260 | $ | — | ||||
Less
accumulated amortization
|
(73,828 | ) | — | |||||
Loan
costs, net
|
$ | 119,432 | $ | — |
2008
|
2007
|
|||||||
Payroll
and related costs
|
$ | 642,629 | $ | 455,641 | ||||
Warranty
|
104,767 | 153,251 | ||||||
Audit
and tax service fees
|
88,250 | 62,250 | ||||||
Finder’s
fee
|
175,000 | 175,000 | ||||||
Consultant
and Board member fees
|
4,080 | 1,792 | ||||||
Founder's
bonus
|
— | 398,162 | ||||||
Other
|
95,284 | 83,764 | ||||||
Total
accrued liabilities
|
$ | 1,110,010 | $ | 1,329,860 |
2008
|
2007
|
||||||
Bridge
Bank Line of Credit
|
$
|
2,029,000
|
$
|
— | |||
Agility
Capital LLC and Montage Capital LLC, net of debt discount
|
906,565
|
—
|
|||||
ETP
Venture Capital II LLC Convertible Note, net of debt
discount
|
152,275
|
307,938
|
|||||
Alexandria
Finance, LLC Term Loan
|
—
|
200,000
|
|||||
BFI
Business Finance Line of Credit
|
—
|
1,206,968
|
|||||
Total
debt
|
3,087,840
|
1,714,906
|
|||||
Less
current portion
|
(2,935,565
|
)
|
(1,406,968
|
)
|
|||
Debt,
net of current portion
|
$
|
152,275
|
$
|
307,938 |
Year
ending December 31:
|
||||
2011
|
$
|
152,275 | ||
ETP/FBR
Venture Capital II, LLC Convertible Note
|
$
|
152,275 |
5.
|
Commitments and
Contingencies
|
Year
ending December 31:
|
||||
2009
|
$
|
595,536 | ||
2010
|
598,055
|
|||
2011
|
550,572
|
|||
Total
minimum lease obligation
|
$
|
1,744,163 |
6.
|
Income
Taxes
|
2008
|
2007
|
|||||||
Net
operating loss carryforwards
|
$
|
3,542,720 |
$
|
3,677,511 | ||||
Research
and development credits
|
868,427
|
759,099
|
||||||
Reserves
and accruals
|
1,208,156
|
1,281,102
|
||||||
Total
|
5,619,303
|
5,717,712
|
||||||
Less
valuation allowance
|
(5,619,303
|
)
|
(5,717,712
|
)
|
||||
Deferred
taxes
|
$
|
— |
$
|
— |
7.
|
Common
Stock
|
Common
Stock Warrants
Outstanding
at December 31,
2008
|
Common
Stock Warrants
Exercisable
at December 31, 2008
|
|||||||||||
Exercise
Price
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
In
Years
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||
$ 0.0875
|
364,169
|
3.25
|
$
|
0.0875
|
364,169
|
$
|
0.0875
|
|||||
$ 0.8000
|
373,769
|
5.83
|
0.8000
|
373,769
|
$
|
0.8000
|
||||||
$ 1.2000
|
125,000
|
7.55
|
$
|
1.2000
|
125,000
|
$
|
1.2000
|
|||||
$ 1.7500
|
102,861
|
3.27
|
$
|
1.7500
|
102,861
|
$
|
1.7500
|
|||||
$ 8.5900
|
22,500
|
1.34
|
$
|
8.5900
|
22,500
|
$
|
8.5900
|
|||||
$ 14.6900
|
5,000
|
1.17
|
$
|
14.690
|
5,000
|
$
|
14.690
|
|||||
993,299
|
993,299
|
Outstanding
Options
|
||||||||||||||
Shares
Available
For
Grant
|
Number
of Shares
|
Weighted
Average
Exercise
Price
|
Aggregate Price | |||||||||||
Balance
at January 1, 2007
|
1,052,339
|
880,821
|
$
|
2.30
|
$
|
2,028,639
|
||||||||
Authorized
under the evergreen provisions of the 2006 Plan
|
494,570
|
—
|
$
|
—
|
—
|
|||||||||
Restricted
shares issued
|
(530,000
|
)
|
—
|
$
|
—
|
—
|
||||||||
Granted
|
(700,800
|
)
|
700,800
|
$
|
0.99
|
696,086
|
||||||||
Cancelled
|
98,586
|
(98,586
|
)
|
$
|
1.03
|
(101,994
|
)
|
|||||||
Expired
|
86,693
|
(149,321
|
)
|
$
|
2.60
|
(387,894
|
)
|
|||||||
Balance
at December 31, 2007
|
501,388
|
1,333,714
|
$
|
1.68
|
2,234,837
|
|||||||||
Authorized
under the evergreen provisions of the 2006 Plan
|
500,000
|
—
|
—
|
—
|
||||||||||
Granted
|
(491,000
|
)
|
491,000
|
$
|
0.93
|
455,200
|
||||||||
Cancelled
|
10,125
|
(10,125
|
)
|
$
|
0.86
|
(8,750
|
)
|
|||||||
Expired
|
2,504
|
(7,004
|
)
|
$
|
7.80
|
(54,616
|
)
|
|||||||
Balance
at December 31, 2008
|
523,017
|
1,807,585
|
$
|
1.45
|
$
|
2,626,671
|
Options
Outstanding
at
December 31,
2008
|
Options
Exercisable
at
December 31,
2008
|
|||||||||||||
Exercise Price
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
In
Years
|
Weighted
Average Exercise
Price
|
Number
Exercisable
|
Weighted
Average Exercise
Price
|
|||||||||
$ 0.80-0.90
|
512,334
|
8.5
|
$
|
0.88
|
247,937
|
$
|
0.87
|
|||||||
$ 0.95-0.98
|
410,000
|
9.2
|
$
|
0.99
|
62,500
|
$
|
0.99
|
|||||||
$ 1.12-1.35
|
353,060
|
8.2
|
$
|
1.21
|
191,780
|
$
|
1.24
|
|||||||
$ 1.40-1.53
|
246,288
|
6.9
|
$
|
1.52
|
208,788
|
$
|
1.52
|
|||||||
$ 1.66-16.87
|
285,903
|
3.6
|
$
|
3.34
|
273,041
|
$
|
3.48
|
|||||||
1,807,585
|
984,046
|
Twelve Months Ended
December 31,
|
||||||||
2008
|
2007
|
|||||||
Cost
of goods sold
|
$ | 23,597 | $ | 2,441 | ||||
Sales
and marketing
|
160,016 | 122,363 | ||||||
Research
and development
|
71,763 | 44,513 | ||||||
General
and administrative
|
298,104 | 217,328 | ||||||
Total
share-based compensation
|
$ | 553,480 | $ | 386,645 |
Number
of Shares
|
Weighted
Average Grant Date Fair Value
|
|||||||
Non-vested
stock outstanding at January 1, 2008
|
790,306 | $ | 1.10 | |||||
Granted
|
491,000 | $ | 0.93 | |||||
Vested
|
(447,642 | ) | $ | 1.06 | ||||
Forfeited
|
(10,125 | ) | $ | 0.86 | ||||
Non-vested
stock outstanding at December 31, 2008
|
823,539 | $ | 1.03 |
2008
|
2007
|
|||||||
Risk-free
interest
|
3.83%- 4.16 | % | 4.37% –5.09 | % | ||||
Expected
life
|
6.25
Years
|
10
Years
|
||||||
Expected
volatility
|
111%-168 | % | 157% - 199 | % | ||||
Expected
dividend
|
— | — |
Shares
|
Weighted
-Average Exercise Price per Share
|
Weighted-Average
Remaining Contractual Terms in Years
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding
at January 1, 2007
|
880,821 | $ | 2.30 | |||||||||||||
Grants
|
700,800 | $ | 0.99 | |||||||||||||
Forfeitures
|
(98,586 | ) | $ | 1.03 | ||||||||||||
Expirations
|
149,321 | ) | $ | 2.60 | ||||||||||||
Outstanding
at December 31, 2007
|
1,333,714 | $ | 1.68 | |||||||||||||
Grants
|
491,000 | $ | 0.93 |
|
||||||||||||
Forfeitures
|
(10,125 | ) | $ | 0.86 |
|
|||||||||||
Expirations
|
(7,004 | ) | $ | 7.80 |
|
|||||||||||
Outstanding
at December 31, 2008
|
1,807,585 | $ | 1.45 | 7.6 | $ | — | ||||||||||
Exercisable
at December 31, 2008
|
984,046 | $ | 1.79 | 6.6 | $ | — | ||||||||||
Vested
and expected to vest at December 31, 2008
|
1,807,585 | $ | 1.45 | 7.6 | $ | — |
8.
|
Employee
Benefits Plan
|
9.
|
Business
Segment Information
|
2008
|
2007
|
|||||||
North
America
|
$ | 9,850,013 | $ | 8,128,413 | ||||
Asia
and Pacific Rim
|
3,602,649 | 2,696,736 | ||||||
Europe
|
3,986,038 | 4,450,748 | ||||||
Other
|
169,794 | 45,832 | ||||||
Total
revenue
|
$ | 17,608,494 | $ | 15,321,729 |
2008
|
2007
|
|||||||
United
States
|
$ | 999,540 | $ | 1,004,615 | ||||
International
|
— | — | ||||||
Total
long-lived assets
|
$ | 999,540 | $ | 1,004,615 |
10.
|
Quarterly
Financial Data (Unaudited)
|
For
the Year Ended December 31, 2008
|
|||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||||
Revenue
|
$
|
3,668,143 |
$
|
4,243,667 |
$
|
4,870,150 |
$
|
4,826,534 | |||||||||
Cost
of goods sold
|
1,556,793
|
1,857,435
|
2,369,521
|
2,207,994
|
|||||||||||||
Gross
profit
|
2,111,350
|
2,386,232
|
2,500,629
|
2,618,540
|
|||||||||||||
Operating
expenses:
|
|||||||||||||||||
Sales
and marketing
|
1,184,721
|
1,312,771
|
1,305,807
|
1,384,917
|
|||||||||||||
Research
and development expenses
|
375,275
|
272,802
|
348,602
|
347,073
|
|||||||||||||
General
and administrative expenses
|
566,842
|
603,583
|
677,529
|
746,580
|
|||||||||||||
Total
operating expenses
|
2,126,838
|
2,189,156
|
2,331,938
|
2,478,570
|
|||||||||||||
Income
(loss) from operations
|
(15,488
|
)
|
197,076
|
168,691
|
139,970
|
||||||||||||
Other
income (expense):
|
|||||||||||||||||
Interest
expense
|
(83,290
|
)
|
(174,796
|
)
|
(137,870
|
)
|
(115,660
|
)
|
|||||||||
Sale
of patent
|
100,000
|
—
|
—
|
—
|
|||||||||||||
Other
income (expense), net
|
(3,279
|
)
|
919
|
(8,962
|
)
|
265
|
|||||||||||
Total
other income (expense)
|
13,431
|
(173,877
|
)
|
(146,832
|
)
|
(115,395
|
)
|
||||||||||
Net
income (loss)
|
$
|
(2,057 |
)
|
$
|
23,199 |
$
|
21,859 |
$
|
24,575 | ||||||||
Net
income (loss) per share:
|
|||||||||||||||||
Basic
|
$
|
(0.00 |
)
|
$
|
0.00 |
$
|
0.00 |
$
|
0.00 | ||||||||
Diluted
|
$
|
(0.00 |
)
|
$
|
0.00 |
$
|
0.00 |
$
|
0.00 | ||||||||
Weighted
average shares outstanding:
|
|||||||||||||||||
Basic
|
10,536,390
|
10,873,776
|
10,922,136
|
10,922,136
|
|||||||||||||
Diluted
|
10,536,390
|
11,281,197
|
11,237,224
|
11,233,185
|
For
the Year Ended December 31, 2007
|
||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
Revenue
|
$
|
3,546,936 |
$
|
3,611,820 |
$
|
3,680,160 |
$
|
4,482,813 | ||||||||
Cost
of goods sold
|
1,575,317
|
1,619,770
|
1,690,139
|
1,999,806
|
||||||||||||
Gross
profit
|
1,971,619
|
1,992,050
|
1,990,021
|
2,483,007
|
||||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
1,054,569
|
1,162,826
|
1,299,011
|
1,357,460
|
||||||||||||
Research
and development expenses
|
303,494
|
343,996
|
298,820
|
376,448
|
||||||||||||
General
and administrative expenses
|
531,998
|
753,297
|
604,475
|
705,166
|
||||||||||||
Total
operating expenses
|
1,890,061
|
2,260,119
|
2,202,306
|
2,439,074
|
||||||||||||
Income
(loss) from operations
|
81,558
|
(268,069
|
)
|
(212,285
|
)
|
43,933
|
||||||||||
Other
income (expense):
|
||||||||||||||||
Interest
expense
|
(82,452
|
)
|
(66,693
|
)
|
(71,811
|
)
|
(78,593
|
)
|
||||||||
Other
income (expense), net
|
229
|
(2,635
|
)
|
(5,459
|
)
|
540
|
||||||||||
Total
other income (expense)
|
(82,223
|
)
|
(69,328
|
)
|
(77,270
|
)
|
(78,053
|
) | ||||||||
Net
loss
|
$
|
(665 |
)
|
$
|
(337,397 |
)
|
$
|
(289,555 |
)
|
$
|
(34,120 |
)
|
||||
Net
loss per share - basic and diluted
|
$
|
(0.00 |
)
|
$
|
(0.03 |
)
|
$
|
(0.03 |
)
|
$
|
(0.00 |
)
|
||||
Weighted
average shares outstanding - basic
and diluted
|
9,891,393
|
10,421,393
|
10,449,147
|
10,462,576
|
1.
|
Our
control environment did not sufficiently promote effective internal
control over financial reporting throughout our organizational structure
and this material weakness was a contributing factor to other material
weaknesses.
|
2.
|
The
Board of Directors has not established adequate financial reporting
monitoring activities to mitigate the risk of management
override, specifically:
|
|
·
|
Board
of Directors delegation of authority has not been formally
documented.
|
|
·
|
Insufficient
oversight of accounting principle
implementation.
|
3.
|
Due
to an insufficient number of personnel with an appropriate level of
experience and knowledge of U.S. GAAP and SEC reporting requirements that
are commensurate with our financial reporting requirements, there have
been significant audit adjustments to the quarterly and annual financial
statements as well as insufficient compliance with U.S GAAP and SEC
reporting requirements.
|
1.
|
The
Board of Directors has not established adequate financial reporting
monitoring activities to mitigate the risk of management
override, specifically:
|
|
·
|
The whistleblower
program has not been adequately communicated to
employees.
|
|
·
|
Insufficient
oversight of external audit specifically related to executive
sessions.
|
2.
|
Due
to an insufficient number of personnel with an appropriate level of
experience and knowledge of U.S GAAP and SEC reporting requirements that
are commensurate with the Company’s financial reporting requirements there
has been insufficient monitoring of new accounting
principles.
|
3.
|
We
have not maintained sufficient competent evidence to support the effective
operation of our internal controls over financial reporting, specifically
related to management’s review of journal entries; account analyses,
reconciliations, and other records underlying recorded amounts; customer
contracts; and critical spreadsheet
controls.
|
4.
|
We
have not adequately divided, or compensated for, incompatible functions
among personnel to reduce the risk that a potential material misstatement
of the financial statements would occur without being prevented or
detected. Specifically, journal entries or account analyses
prepared by the Controller are not subject to review, and access to our
accounting modules has not been adequately
restricted.
|
1. | We posted the whistleblower policy on our website and our audit committee now engages in executive sessions with our external auditors at least monthly. |
2.
|
We
appointed a new Chief Financial Officer who is responsible for completing
quarterly and annual U.S. GAAP and SEC checklists and monitoring of new
accounting principles.
|
3.
|
We
increased management’s review of key financial documents and records and
have formalized our review procedures and now maintain formal
documentation to evidence the effective operation of our internal controls
over financial reporting, specifically related to management’s review of
journal entries; account analyses, reconciliations, and other records
underlying recorded amounts, customer contracts, and critical spreadsheet
controls.
|
4.
|
We
made our information technology group the primary system administrator for
our accounting system and restricted access to specific modules of the
accounting system on a need-to-use and/or read-only basis. We
also formalized the process of journal entry and account analysis review
including redistribution of roles and responsibilities; the Chief
Financial Officer now reviews all journal entries and account
analyses.
|
NAME
|
AGE
|
POSITION
|
Michael
P. Henighan
|
56
|
Chief
Financial Officer
|
Jeff
Whitmore
|
39
|
Vice
President, Global Sales
|
Siavash
Ghazvini
|
39
|
Vice
President, Marketing and Business
Development
|
Number
|
Description
|
2.11
|
Agreement
and Plan of Merger dated as of December 14, 2004
|
2.22
|
Amendment
No. 1 to Agreement and Plan of Merger dated April 6,
2005
|
2.33
|
Amendment
No. 2 to Agreement and Plan of Merger dated July 6,
2005
|
2.44
|
Amendment
No. 3 to Agreement and Plan of Merger dated August 25,
2005
|
3.15
|
Certificate
of Incorporation
|
3.1.15
|
Certificate
of Amendment to Certificate of Incorporation
|
3.26
|
Bylaws
|
4.17
|
1993
Stock Incentive Plan*
|
4.28
|
2000
Stock Incentive Plan*
|
4.35
|
Amended
and Restated 1999 Stock Option Plan of Alpha Innotech
Corporation*
|
4.45
|
2001
Milestone Stock Option Plan of Alpha Innotech
Corporation*
|
4.59
|
2006
Equity Incentive Plan*
|
4.65
|
Secured
Promissory Note Issued to Alexandria Dated April 8,
2005
|
4.75
|
Loan
and Security Agreement with BFI dated March 9, 2004
|
4.810
|
Form
of Convertible Note Issued to ETP/FBR Venture Capital II,
LLC
|
4.910
|
Form
of Warrant Issued to ETP/FBR Venture Capital II, LLC
|
4.109
|
Form
of 2006 Equity Incentive Plan Stock Option Agreement
|
4.1111
|
Form
of 2006 Equity Incentive Plan Stock Award Agreement
|
10.110
|
Form
of Securities Purchase Agreement with ETP/FBR Venture Capital II,
LLC
|
1
|
Incorporated by reference to our
Form 8-K filed December 17,
2004
|
2
|
Incorporated by reference to our
Form 8-K filed April 12,
2005.
|
3
|
Incorporated by reference to our
Form 8-K filed July 11,
2005.
|
4
|
Incorporated by reference to our
Form 8-K filed August 26,
2005.
|
5
|
Incorporated
by reference to our Form 8-K filed October 7,
2005.
|
6
|
Incorporated
by reference to the Registrant's Registration Statement on Form S-1 (File
No. 33-20584).
|
7
|
Incorporated
by reference to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31,
1994.
|
8
|
Incorporated
by reference to Registrant's Definitive Proxy Statement filed on
June 23, 2000 (File
No. 001-14257).
|
9
|
Incorporated
by reference to our Form S-8 filed October 19,
2006.
|
10
|
Incorporated
by reference to our Quarterly Report on Form 10-QSB for the quarter ending
June 30, 2006 filed August 14,
2006.
|
11
|
Incorporated
by reference to Exhibit 4.11 to our Form 10-KSB filed March 31,
2008.
|
10.912
|
First
Modification to Loan and Security Agreement with BFI Business Finance
dated as of October 26, 2007
|
10.1013
|
Secured
Promissory Note to BFI Business Finance dated January 15,
2008
|
10.1113
|
Second
Modification to Loan and Security Agreement with BFI Business Finance
dated as of February 29, 2008
|
10.1213
|
Secured
Promissory Note to BFI Business Finance dated as of February 29,
2008
|
10.1314
|
Employment
Contract with Ronald H. Bissinger dated July 17, 2007*
|
10.1413
|
Common
Stock Purchase Agreement with William Snider dated as of March 13,
2008
|
10.1515
|
Loan
Agreement by and between Montage Capital LLC and Agility Capital LLC dated
as of May 9, 2008
|
10.1615
|
Form
of Warrant issued to Montage Capital LLC and Agility Capital
LLC
|
10.1716
|
Employee
offer letter to Michael P. Henighan*
|
10.1817
|
Business
Financing Agreement with Bridge Bank, National Association dated as of
September 3, 2009
|
10.1917
|
Borrower
Agreement dated as of September 3, 2009
|
11.118
|
Statement
regarding computation of per share earnings
|
14.119
|
Code
of Ethical Conduct
|
21.1
|
Subsidiaries
of the small business issuer
|
23.1
|
Letter
of Consent From Independent Registered Public Accounting Firm, Rowbotham
& Company
|
24.120
|
Power
of attorney
|
31.1
|
Rule
13a-14(a) Certification (CEO)
|
31.2
|
Rule
13a-14(a) Certification (CFO)
|
32.1
|
Section
1350 Certification (CEO)
|
32.2
|
Section
1350 Certification (CFO)
|
*
|
Management contract or
compensatory plan
|
12
|
Incorporated
by reference to our Form 10-QSB filed November 14,
2007.
|
13
|
Incorporated
by reference to our Form 10-KSB filed March 31,
2008
|
14
|
Incorporated
by reference to our Form 8-K filed July 20,
2007
|
15
|
Incorporated
by reference to Exhibit 10.15 to our Form 8-K filed May 13,
2008
|
16
|
Incorporated
by reference to our Form 8-K filed August 22,
2008
|
17
|
Incorporated
by reference to Exhibit 10.17 to our Form 8-K filed September 5,
2009
|
18
|
Incorporated
by reference to the discussion of “Income (Loss) Per Share” located in
Note 1 of the consolidated financial statements for the years ended
December 31, 2008 and 2007 of this
report.
|
19
|
Copy
available on our website at
www.alphainnotech.com.
|
20
|
Incorporated
by reference to Power of Attorney located on page S-2 of this
report.
|
|
Alpha
Innotech Corp.
|
||
Date:
March 26, 2009
|
/s/
Ronald Bissinger
|
|
Ronald
Bissinger
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
Date:
March 26, 2009
|
/s/
Michael P. Henighan
|
|
Michael
P. Henighan
|
||
Chief
Financial Officer
|
||
(Principal
Financial Officer and Principal Accounting Officer)
|
||
Signature
|
Title
|
Date
|
||
/s/
Ronald H.
Bissinger
|
Chief
Executive Officer
|
March
26, 2009
|
||
Ronald
H. Bissinger
|
(Principal
Executive Officer)
|
|||
/s/ Michael P. Henighan | Chief Financial Officer |
March
26, 2009
|
||
Michael
P. Henighan
|
(Principal Financial and Accounting Officer) | |||
/s/
William
Snider
|
Chairman
|
March
26, 2009
|
||
William
Snider
|
||||
/s/
Haseeb
Chaudhry
|
Vice
Chairman
|
March
26, 2009
|
||
Haseeb
Chaudhry
|
||||
/s/
Michael D. Bick, Ph.
D.
|
Director
|
March
26, 2009
|
||
Michael
D. Bick, Ph. D.
|
||||
/s/
James H.
Chamberlain
|
Director
|
March
26, 2009
|
||
James
H. Chamberlain
|
||||
/s/
Gus
Davis
|
Director
|
March
26, 2009
|
||
Gus
Davis
|
||||
/s/
Joseph Keegan, Ph.
D.
|
Director
|
March
26, 2009
|
||
Joseph
Keegan, Ph. D.
|
Number
|
Description
|
2.11
|
Agreement
and Plan of Merger dated as of December 14, 2004
|
2.22
|
Amendment
No. 1 to Agreement and Plan of Merger dated April 6,
2005
|
2.33
|
Amendment
No. 2 to Agreement and Plan of Merger dated July 6,
2005
|
2.44
|
Amendment
No. 3 to Agreement and Plan of Merger dated August 25,
2005
|
3.15
|
Certificate
of Incorporation
|
3.1.15
|
Certificate
of Amendment to Certificate of Incorporation
|
3.26
|
Bylaws
|
4.17
|
1993
Stock Incentive Plan*
|
4.28
|
2000
Stock Incentive Plan*
|
4.35
|
Amended
and Restated 1999 Stock Option Plan of Alpha Innotech
Corporation*
|
4.45
|
2001
Milestone Stock Option Plan of Alpha Innotech
Corporation*
|
4.59
|
2006
Equity Incentive Plan*
|
4.65
|
Secured
Promissory Note Issued to Alexandria Dated April 8,
2005
|
4.75
|
Loan
and Security Agreement with BFI dated March 9, 2004
|
4.810
|
Form
of Convertible Note Issued to ETP/FBR Venture Capital II,
LLC
|
4.910
|
Form
of Warrant Issued to ETP/FBR Venture Capital II, LLC
|
4.109
|
Form
of 2006 Equity Incentive Plan Stock Option Agreement
|
4.1111
|
Form
of 2006 Equity Incentive Plan Stock Award Agreement
|
10.110
|
Form
of Securities Purchase Agreement with ETP/FBR Venture Capital II,
LLC
|
1
|
Incorporated by reference to our
Form 8-K filed December 17,
2004
|
2
|
Incorporated by reference to our
Form 8-K filed April 12,
2005.
|
3
|
Incorporated by reference to our
Form 8-K filed July 11,
2005.
|
4
|
Incorporated by reference to our
Form 8-K filed August 26,
2005.
|
5
|
Incorporated
by reference to our Form 8-K filed October 7,
2005.
|
6
|
Incorporated
by reference to the Registrant's Registration Statement on Form S-1 (File
No. 33-20584).
|
7
|
Incorporated
by reference to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31,
1994.
|
8
|
Incorporated
by reference to Registrant's Definitive Proxy Statement filed on
June 23, 2000 (File
No. 001-14257).
|
9
|
Incorporated
by reference to our Form S-8 filed October 19,
2006.
|
10
|
Incorporated
by reference to our Quarterly Report on Form 10-QSB for the quarter ending
June 30, 2006 filed August 14,
2006.
|
11
|
Incorporated
by reference to Exhibit 4.11 to our Form 10-KSB filed March 31,
2008.
|
10.912
|
First
Modification to Loan and Security Agreement with BFI Business Finance
dated as of October 26, 2007
|
10.1013
|
Secured
Promissory Note to BFI Business Finance dated January 15,
2008
|
10.1113
|
Second
Modification to Loan and Security Agreement with BFI Business Finance
dated as of February 29, 2008
|
10.1213
|
Secured
Promissory Note to BFI Business Finance dated as of February 29,
2008
|
10.1314
|
Employment
Contract with Ronald H. Bissinger dated July 17, 2007*
|
10.1413
|
Common
Stock Purchase Agreement with William Snider dated as of March 13,
2008
|
10.1515
|
Loan
Agreement by and between Montage Capital LLC and Agility Capital LLC dated
as of May 9, 2008
|
10.1615
|
Form
of Warrant issued to Montage Capital LLC and Agility Capital
LLC
|
10.1716
|
Employee
offer letter to Michael P. Henighan*
|
10.1817
|
Business
Financing Agreement with Bridge Bank, National Association dated as of
September 3, 2009
|
10.1917
|
Borrower
Agreement dated as of September 3, 2009
|
11.118
|
Statement
regarding computation of per share earnings
|
14.119
|
Code
of Ethical Conduct
|
21.1
|
Subsidiaries
of the small business issuer
|
23.1
|
Letter
of Consent From Independent Registered Public Accounting Firm, Rowbotham
& Company
|
24.120
|
Power
of attorney
|
31.1
|
Rule
13a-14(a) Certification (CEO)
|
31.2
|
Rule
13a-14(a) Certification (CFO)
|
32.1
|
Section
1350 Certification (CEO)
|
32.2
|
Section
1350 Certification (CFO)
|
*
|
Management contract or
compensatory plan
|
12
|
Incorporated
by reference to our Form 10-QSB filed November 14,
2007.
|
13
|
Incorporated
by reference to our Form 10-KSB filed March 31,
2008
|
14
|
Incorporated
by reference to our Form 8-K filed July 20,
2007
|
15
|
Incorporated
by reference to Exhibit 10.15 to our Form 8-K filed May 13,
2008
|
16
|
Incorporated
by reference to our Form 8-K filed August 22,
2008
|
17
|
Incorporated
by reference to Exhibit 10.17 to our Form 8-K filed September 5,
2009
|
18
|
Incorporated
by reference to the discussion of “Income (Loss) Per Share” located in
Note 1 of the consolidated financial statements for the years ended
December 31, 2008 and 2007 of this
report.
|
19
|
Copy
available on our website at
www.alphainnotech.com.
|
20
|
Incorporated
by reference to Power of Attorney located on page S-2 of this
report.
|