Edgar Filing: ALPHA INNOTECH CORP

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Alpha Innotech Corp.

Notice Of Annual Meeting Of Stockholders

To Be Held June 18, 2009

The Annual Meeting of Stockholders of Alpha Innotech Corp. (the “Company”) will be held on Thursday, June 18, 2009 at 10:00 A.M. local time at the Company’s headquarters located at 2401 Merced Street, San Leandro, California 94577, for the following purposes, as more fully described in the accompanying Proxy Statement:

1. To elect seven nominees for directors named herein to hold office until the 2010 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2. To ratify the appointment of Rowbotham & Company LLP as the Company’s independent auditors for the fiscal year ending December 31, 2009.

3. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on April 24, 2009 will be entitled to notice of, and to vote at, such meeting or any adjournments or postponements thereof. A list of stockholders entitled to vote at the meeting will be available for inspection at the Company’s headquarters for at least 10 days prior to the meeting, and will also be available for inspection at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Ronald Bissinger

Chief Executive Officer

San Leandro, California

April 30, 2009

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD.

Alpha Innotech Corp.

2401 Merced Street, San Leandro, California 94577

510-483-9620

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDERS MEETING TO BE HELD ON JUNE 18, 2009

THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT:

http://www.alphainnotech.com/shareholders

2009 ANNUAL MEETING OF STOCKHOLDERS

Alpha Innotech Corp. (the “Company”) is furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on June 18, 2009 at 10:00 A.M. local time, at the Company’s headquarters located at 2401 Merced Street, San Leandro, California 94577 and at any adjournments thereof (the “Annual Meeting”). These materials are being mailed to stockholders on or about May 12, 2009. Only holders of the Company’s common stock as of the close of business on April 24, 2009 (the “Record Date”) are entitled to vote at the Annual Meeting. Stockholders who hold shares of the Company in “street name” may vote at the Annual Meeting only if they hold a valid proxy from their broker. As of the Record Date, there were 10,939,508 shares of common stock outstanding.

A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or by proxy in order for there to be a quorum at the meeting. Stockholders of record who are present at the meeting in person or by proxy and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, will be included in the number of stockholders present at the meeting for purposes of determining whether a quorum is present.

Each stockholder of record is entitled to one vote at the Annual Meeting for each share of common stock held by such stockholder on the Record Date. Stockholders do not have cumulative voting rights. Stockholders may vote their shares by using the proxy card enclosed with this Proxy Statement. All proxy cards received by the Company which are properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards. If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted for the nominees to the Board of Directors listed on the proxy card and in this Proxy Statement, and for the ratification of the appointment of Rowbotham & Company LLP as the Company’s independent auditors for the fiscal year ending December 31, 2009. The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the proxy card in their discretion.

Under Delaware law and the Company’s Amended and Restated Certificate of Incorporation and Bylaws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed proxy marked “Withhold authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. For each other item, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the item will be required for approval. A properly executed proxy marked “Abstain” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

For shares held in “street name” through a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if stockholders do not give their broker or nominee specific instructions, their shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

A stockholder of record may revoke a proxy at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of the Company at 2401 Merced Street, San Leandro, California 94577 or (b) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not revoke a proxy unless the stockholder actually votes in person at the meeting.

The proxy card accompanying this Proxy Statement is solicited by the Board of Directors of the Company. The Company will pay all of the costs of soliciting proxies. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies personally, or by telephone, without receiving additional compensation. The Company, if requested, will also pay brokers, banks and other fiduciaries who hold shares of Common Stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.

ELECTION OF DIRECTORS

The name, age and position of each member of the Board of Directors of the Company is set forth below:

Name	Age	Position	Director Since
William Snider	39	Chairman of the Board	2002	(1)
Haseeb Chaudhry	43	Vice-Chairman	1992	(1)
Ronald Bissinger	58	Chief Executive Officer, Chief Operating Officer and Director	2006
Michael D. Bick, Ph. D.	64	Director	1991	(2)
Joseph Keegan	55	Director	2007
James H. Chamberlain	61	Director	1998	(2)
Gus Davis	61	Director	2007

(1)

Previously was a member of the board of directors of Alpha Innotech Corporation (“Alpha CA”) and a member of the combined company board of directors since the merger of Xtrana, Inc. with Alpha CA on October 3, 2005 (the “Merger”).

(2)

Was a member of the board of directors of Xtrana, Inc. prior to the Merger.

At the Annual Meeting, the stockholders will vote on the election of the following nominees to serve for one-year term until the annual meeting of stockholders in 2010 and until their successors are duly elected and qualified.

NOMINEES AND CONTINUING DIRECTORS

The following individuals have been nominated for election to the Board of Directors:

WILLIAM SNIDER has been a Director since October 2005 and Chairman of the Board of Directors since December 2005. Mr. Snider co-founded and has been Managing Partner of BroadOak Capital Partners, a life sciences focused investment banking firm, since 2006. In 2000 he co-founded Emerging Technology Partners, LLC. (“ETP”), a life sciences focused venture capital firm, where he remained until 2006. Prior to ETP he was vice president and portfolio manager at T. Rowe Price. Mr. Snider holds a B.S. in Finance from the University of Pennsylvania and an M.B.A. from the Wharton School at the University of Pennsylvania.

HASEEB CHAUDHRY has been a Director since October 2005, and Vice Chairman of the Board of Directors since September 2006. Mr. Chaudhry has been a consultant to BroadOak Capital Partners since February 2008. Mr. Chaudhry served as Chief Executive Officer of the Company from October 2005 until September 2006. Mr. Chaudhry co-founded Alpha Innotech Corporation (“Alpha CA”), our wholly owned subsidiary, in 1992 and served as its Chief Executive Officer from 2001 until June 2007. Mr. Chaudhry has over 15 years of experience in strategic planning, business development, sales and marketing and managing technology and application development. Prior to founding Alpha CA, Mr. Chaudhry was involved with a start-up company, American Synthesis, which sold and marketed customized oligonucleotides, reagents, chemicals and scientific instruments. He holds a B.A. degree in Genetics from the University of California, Berkeley.

RONALD H. BISSINGER has served as our Chief Operating Officer since March 2006 and Chief Executive Officer since September 2006, and served as Chief Financial Officer from March 2006 to August 2008, and Director since October 2006. Mr. Bissinger brings over 30 years experience in finance, manufacturing, business development and mergers and acquisitions to Alpha Innotech. Prior to joining us, from 2003 to 2006, he was an independent consultant to emerging life sciences companies, including Alpha Innotech. From 2003 to 2004 Mr. Bissinger was Chief Financial Officer of Accela, Inc. and from 2002 to 2003 Executive Vice President of PointBase Inc., both of which were software companies. From 1999 to 2001 he was Chief Financial Officer of Lexar Media, Inc. through the semiconductor company’s initial public offering on the NASDAQ, and from 1998 to 1999 he was Vice President of Finance and Business Development and Chief Financial Officer of Ultradata Corporation, an enterprise software publicly traded company. Mr. Bissinger began his career in technology development and commercialization with Exxon, General Electric and Siemens. Mr. Bissinger holds a B.S. in Chemical Engineering from Clarkson University, an M.S. in Chemical Engineering from the University of California, Berkeley, and an M.B.A. from the University of Denver.

MICHAEL D. BICK, PH.D., previously served as Chairman of the Board of Xtrana, Inc. and its predecessor company, Biopool International, from July 1993 until the closing of the Merger and has been a director of Alpha Innotech since October 2005. Dr. Bick also served as Chief Executive Officer of Biopool International from August 1991 until August 2000. Since February 2006, he has been Chairman and Chief Executive Officer of Portable Information Management Systems, Inc., a consumer oriented Medical Informatics company. In 1988, Dr. Bick founded Medical Diagnostic Technologies, Inc., a medical device company, and was Chief Executive Officer thereof until it was acquired by Biopool International in January 1992. Prior to that date, he was co-founder and president of a privately held medical device firm for ten years. Dr. Bick received a Ph.D. in Molecular Biology from the University of Southern California in 1971 and was affiliated with the Harvard Medical School and Children's Hospital Medical Center in Boston carrying out research in human genetics from 1971 to 1974. Dr. Bick was a staff member of the Roche Institute of Molecular Biology from 1974 to 1978. Dr. Bick is a Charter Member of the Keiretsu Forum of Southern California, and is a Director of VCBio. He has served as an advisor to numerous early stage life sciences companies.

JOSEPH D. KEEGAN, PH.D., has been a Director since June 2007. Dr. Keegan has been President and Chief Executive Officer and a director of ForteBio, Inc., a life science analytical instrument company, since September 2007. Dr. Keegan was President and Chief Executive Officer of Molecular Devices Corporation from March 1998 until April 2007. From 1992 to 1998, Dr. Keegan served in various positions at Becton Dickinson and Company, a research and diagnostic company, including the positions of Vice President, Sales and Service, Vice President, General Manager of the Immunocytometry Systems Division, and President of the Worldwide Tissue Culture Business. From 1987 to 1992, he was employed by Leica, Inc., a microscope manufacturer, where he held various senior management positions. Dr. Keegan is a member of the board of directors of the Analytical and Life Science Systems Association (ALSSA), BioImagene, Inc. and Seahorse Bioscience Inc. Dr. Keegan holds a Ph.D. in Chemistry from Stanford University.

CHRIS VAN INGEN, 62, has been nominated as a Director effective at the Annual Meeting. Mr. van Ingen has served as a consultant to the Company since 2008. He retired in 2007 from his position as President of the Bio-Analytical Measurement business of Agilent Technologies, Inc., a position he had held since May 2001. Prior to that, Mr. van Ingen was Vice President of Sales and Marketing of the Chemical Analysis Group of Hewlett Packard Company from 1996 to April 2001, and held several other senior management positions at Hewlett Packard's Avondale Division prior to 1996. Mr. van Ingen is a member of the board of directors of Symyx Technologies, Incorporated.

SHAHRAM HEJAZI, PH.D., 46, has been nominated as a Director effective at the Annual Meeting. Since September 2008, he has been executive-in-residence at BioAdvance, a venture capital organization focused on Life Sciences, Diagnostics and BioPharma. Dr. Hejazi was President, Molecular Imaging Business Unit of Carestream Health, Inc. (formerly Kodak Health Group, a division of Eastman Kodak Company) from 2004 to 2008. From 2001 to 2004, Dr. Hejazi was President and Chief Executive Officer of Zargis Medical Corp., a medical technology company. From 1996 to 2001, Dr. Hejazi served as Head of Strategic Business Development at Seimens Corporate Research, Inc. Dr. Hejazi is an FDA Industry Advisory Panel Member for Molecular and Clinical Genetic Devices, and an Advisory Board Member for Fox Chase Cancer Center, PA. Dr. Hejazi received his Ph.D. in electrical engineering (biophysics group) at State University New York at Buffalo in 1990.

There are no family relationships among any of the Company’s directors or executive officers.

DIRECTOR NOMINATION

Criteria for Board Membership. In selecting candidates for appointment or re-election to the Board, the current Board considers the appropriate balance of experience, skills and characteristics required of the Board of Directors, and seeks to insure that at least a majority of the directors are independent under the rules of the Nasdaq Stock Market, and that members of the Company’s audit committee meet financial literacy and sophistication standards and at least one of them qualifies as an “audit committee financial expert” under the rules of the Securities and Exchange Commission. Nominees for director are selected on the basis of their depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties.

Stockholder Nominees. The Board will consider written proposals from stockholders for nominees for director. Any such nominations should be submitted to the Secretary of the Company and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) the names and addresses of the stockholders making the nomination and the number of shares of the Company’s common stock which are owned beneficially and of record by such stockholders; and (c) appropriate biographical information and a statement as to the qualification of the nominee, and should be submitted in the time frame described in the Bylaws of the Company and under the caption, “Stockholder Proposals for 2010 Annual Meeting” below.

Process for Identifying and Evaluating Nominees. In the ordinary course, absent special circumstances or a material change in the criteria for Board membership, the Nominating Committee will re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If an incumbent director is not standing for re-election, or if a vacancy on the Board occurs between annual stockholder meetings, the Nominating Committee will seek out potential candidates for Board appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will be selected based on input from members of the Board, senior management of the company and, if the Board deems appropriate, a third-party search firm. The Nominating Committee will evaluate each candidate's qualifications and check relevant references. Candidates meriting serious consideration will meet with all members of the Board. Based on this input, the Board will evaluate which of the prospective candidates is qualified to serve as a director and whether the candidate should be appointed to fill a current vacancy on the Board, or presented for the approval of the stockholders, as appropriate.

The Company has never received a proposal from a stockholder to nominate a director. Although the Company has not adopted a formal policy with respect to stockholder nominees, the Board expects that the evaluation process for a stockholder nominee would be similar to the process outlined above.

Board Nominees for the 2009 Annual Meeting. Five of the nominees listed in this Proxy Statement, William Snider, Haseeb Chaudhry, Ronald Bissinger, Michael Bick, Ph.D. and Joseph Keegan, Ph.D., are current directors standing for re-election. Chris van Ingen and Shahram Hejazi, Ph.D. are new nominees to fill seats that will be vacated by James Chamberlain and Gus Davis.

Chris van Ingen was introduced to Mr. Bissinger in early 2008 by Mr. Chaudhry, who knew Mr. van Ingen through their mutual participation in the Analytical and Life Science Systems Association (ALSSA). Mr van Ingen was subsequently introduced to the Board, and afterward provided consulting services to the senior management of the Company throughout 2008. Other Board members were also familiar with Mr. van Ingen by reputation as President of the Bio-Analytical Measurement business of Agilent Technologies, Inc., and by his membership in ALSSA.

Shahram Hejazi, Ph.D. was initially identified by reputation as President, Molecular Imaging Business Unit of Carestream Health, Inc. Mr. Snider and Mr. Bissinger met with Dr. Hejazi in early 2009, and afterward introduced him to the rest of the Board.

DIRECTOR INDEPENDENCE

The Board of Directors has determined that Joseph Keegan, Ph.D., Chris van Ingen, Michael Bick, Ph.D., and Shahram Hejazi, Ph.D. are “independent” under the rules of the Nasdaq Stock Market. Under applicable SEC and Nasdaq rules, the existence of certain “related party” transactions above certain thresholds between a director and the company are required to be disclosed and preclude a finding by the Board that the director is independent.

The Board considered Mr. Snider's position as the managing partner of BroadOak Capital Partners, which received more than $120,000 ($110,000 cash and $43,160 value of warrants) in 2008 from the Company, and determined that Mr. Snider should be deemed to be not an independent director under the rules of the Nasdaq Stock Market. The Board also considered the more than $120,000 ($113,262 in cash, $83,824 value of stock grant and $10,785 value of options granted) received in 2008 from the Company by Mr. Chaudhry, and determined that Mr. Chaudhry also should be deemed to be not an independent director under the rules of the Nasdaq Stock Market.

DIRECTOR COMPENSATION

Effective December 7, 2005 through December 31, 2008, each non-employee Director received an annual cash retainer of $10,000. In addition, each non-employee Director received a cash payment of $1,000 for attending each meeting of the Board of Directors in person and $250 for attending each meeting of the Board of Directors via teleconference. They were reimbursed for certain expenses in connection with attending Board and committee meetings.

Effective January 1, 2009, each non-employee Director receives an annual cash retainer of $12,500. In addition, each non-employee Director receives a cash payment of $1,250 for attending each meeting of the Board of Directors in person and $300 for attending each meeting of the Board of Directors via teleconference. They are reimbursed for certain expenses in connection with attending Board and committee meetings.

The Company has also granted, and expects to continue to grant, non-employee directors options to purchase shares of the Company’s common stock. On June 17, 2008, the Company granted each of Michael Bick, James Chamberlain, Haseeb Chaudhry, Gus Davis, Joseph Keegan and William Snider an option to purchase 10,000 shares of common stock at an exercise price of $0.98 per share, to vest 1/12 monthly beginning June 17, 2008 for so long as such director continues to serve on the Board of Directors of the Company, to be fully vested June 17, 2009.

The fiscal 2008 compensation of our non-employee Directors is summarized as follows:

Director Compensation for Fiscal 2008

Name	Fees Earned or Paid in Cash ($)				Stock Awards ($)		Options Awards ($)(1)			Total ($)
William Snider	$	17,000	(2)	$	-		$	70,385	(3)	$	87,385
Haseeb R. Chaudhry	$	113,262	(4)	$	83,824	(5)	$	10,785	(6)	$	207,871
Michael Bick	$	15,000	(2)	$	-		$	10,785	(6)	$	25,785
Joseph Keegan	$	15,750	(2)	$	-		$	10,785	(6)	$	26,535
James Chamberlain	$	15,750	(2)	$	-		$	10,785	(6)	$	26,535
Gus Davis	$	15,500		$	-		$	10,785	(6)	$	26,285

The amounts listed in the option awards column reflect the dollar amount recognized for financial statement reporting purposes calculated in accordance with FAS 123R.

Includes $250 fees earned in 2008 but paid in 2009.

Includes $5,958 value of option granted June 19, 2007 for 10,000 shares, $59,600 value of option granted February 26, 2008 for 100,000 shares, and $4,827 value of option granted June 17, 2008 for 10,000 shares.

Includes $52,390 cash payment under the Management Bonus Plan (previously described in Exhibit 10.4 to the Form 8-K filed October 7, 2005) and $37,372 earned but not paid in 2008.

Includes $83,824 value of Founder Bonus stock granted April 22, 2008 for 104,780 shares.

Includes $5,958 value of option granted June 19, 2007 for 10,000 shares, $4,827 value of option granted June 17, 2008 for 10,000 shares.

CORPORATE GOVERNANCE

The Company’s Board of Directors met seven times during fiscal 2008. The audit committee met twice during fiscal 2008. The members of the compensation committee did not have any formal meetings, but met informally and records of the committee’s actions and determinations were incorporated as a part of the minutes and actions of the Board. Each member of the Board attended 75% or more of the aggregate of (i) total number of Board meetings, and (ii) total number of meetings of committees on which such director served.

The Board of Directors has standing audit, compensation and nominating committees.

Audit Committee. The audit committee currently consists of Gus Davis, Joseph Keegan, Ph.D., and William Snider (financial expert and Chairman). Because our common stock is quoted on the OTC Bulletin Board® (OTCBB), we are not subject to the listing requirements of any securities exchange regarding the membership of our audit committee. However, our Board has determined that Gus Davis and Joseph Keegan are independent directors, and William Snider is not an independent director under the rules of the Nasdaq Stock Market, and each member of the audit committee is able to read and understand fundamental financial statements. The purpose of the audit committee is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The responsibilities of the audit committee include appointing and providing the compensation of the independent accountants to conduct the annual audit of our accounts, reviewing the scope and results of the independent audits, reviewing and evaluating internal accounting policies, and approving all professional services to be provided to the Company by its independent accountants.

Compensation Committee. The compensation committee currently consists of Joseph Keegan, Ph.D., Michael Bick, Ph.D., and James Chamberlain (chairman). The Board has determined that all members of the compensation committee are independent directors under the rules of the Nasdaq Stock Market. The compensation committee reviews and administers all compensation arrangements for all executive officers, including the Chief Executive Officer, including salary, bonus, and non-equity incentive plans. Executive officers do not set their own compensation. The compensation committee proposes for the approval of the Board all equity incentive plans. The compensation committee does not review cash compensation for non-executive level employees. When making compensation determinations, the compensation committee members communicate among themselves apart from the Board, and solicit input from third parties. The compensation committee does not retain compensation consultants.

Nominating Committee. The nominating committee currently consists of Haseeb Chaudhry, James Chamberlain and Michael Bick. The Board has determined that each James Chamberlain and Michael Bick is an independent director and Haseeb Chaudhry is not an independent director under the rules of the Nasdaq Stock Market. The nominating committee’s responsibilities include recommending to the Board of Directors nominees for possible election to the Board of Directors and providing oversight with respect to corporate governance. We do not maintain a charter for the nominating committee.

Charters for the Company’s Audit and Compensation Committees are posted on the Company’s website at: http://www.alphainnotech.com/Investors.aspx.

COMMUNICATIONS WITH DIRECTORS

Stockholders who wish to communicate with our Directors to report complaints or concerns related to accounting, internal accounting controls or auditing may do so by contacting William Snider, Chairman of the Board and Chairman of the audit committee, at the following e-mail address: bsnider@broadoak.com. Confidential reports may be made by calling our independent reporting service Values Line at 888-475-8376.

The Company has a policy of encouraging all directors to attend the annual stockholder meetings. All of our directors attended the 2008 annual meeting.

CODE OF ETHICAL CONDUCT

The Company has adopted a code of ethical conduct that applies to all officers and employees, including its principal executive officer, principal financial officer and controller. This code of ethical conduct is posted on the Company’s website at: http://www.alphainnotech.com/Investors.aspx. If we make any substantive amendments to the code of ethics or grant any waiver, including implicit waiver, from a provision of the code of ethics to our principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K that will be publicly filed.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding ownership of the Common Stock as of March 31, 2009 or earlier date for information based on filings with the Securities and Exchange Commission by (a) each person known to the Company to own more than 5% of the outstanding shares of the Common Stock, (b) each director and nominee for director of the Company, (c) the Company’s Chief Executive Officer and each other executive officer named in the compensation tables appearing later in this Proxy Statement and (d) all directors and executive officers as a group. The information in this table is based solely on statements in filings with the Securities and Exchange Commission (the “SEC”) or other reliable information.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)		Percent of Class(3)
Biotechnology Development Fund II (4) c/o BioAsia Management Investment 575 High Street, Suite 201 Palo Alto, CA 94301	1,962,662	(5)	17.84%
ETP/FBR Venture Capital, LLC(6) Six Taft Court, Suite 100 Rockville, MD 20850	1,487,824	(7)	13.57%
Darryl Ray, Ph.D.	1,278,892	(8)	11.54%
E-Health Holdings Limited(9) 15/F, Suite 1502, Chinachem Golden Plaza, 77 Mody Rd., Tsimshatsui East Kowloon, Hong Kong	893,009	(10)	8.16%
Officers and Directors
Haseeb Chaudhry	1,478,062	(11)	13.23%
Ronald H. Bissinger	388,646	(12)	3.49%
William Snider	664,704	(13)	5.89%
Michael D. Bick, Ph.D.	148,462	(14)	1.35%
James H. Chamberlain	55,067	(15)	*
Joseph D. Keegan, Ph.D.	19,167	(16)	*
Gus E. Davis	19,167	(16)	*
Chris van Ingen	-
Shahram Hejazi, Ph.D	-
Jeffrey Whitmore	175,000	(17)	1.60%
Siavash Ghazvini	219,394	(18)	2.00%
All Directors and Executive Officers as a group (10 people)	3,174,784		26.63%

*Less than 1%.

Unless otherwise indicated, the address of each of the named individuals is c/o Alpha Innotech Corp., 2401 Merced Street, San Leandro, California 94577.

Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within 60 days after March 31, 2009. Except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown.

Based on a total of 10,939,508 shares of the Company’s common stock outstanding, plus warrants and options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009, beneficially owned by that person or entity.

BioAsia, the general partner of Biotechnology Development Fund II, and Frank Kung, Anselm Leung, and Edgar Engleman, members of BioAsia, may be deemed to have shared power to vote and to dispose of these shares.

Includes of 1,898,272 shares of common stock and 64,390 shares of common stock subject to currently exercisable warrants.

Wei-Wu He is general partner of ETP/FBR Venture Capital LLC and may be deemed to have sole power to vote and to dispose of these shares

Includes 1,467,252 shares of common stock and 20,572 shares of common stock subject to currently exercisable warrants.

Includes 1,137,689 shares of common stock and 141,203 shares of common stock subject to currently exercisable warrants.

The directors of E-Health, Nina T.H. Wang and Joseph W.K. Leung, may be deemed to have shared power to vote and to dispose of these shares.

10.

Includes 893,009 shares of common stock.

11.

Includes 1,247,689 shares of common stock held by the Haseeb Chaudhry and Chloe Chaudhry Family Revocable Trust. Includes 141,203 shares of common stock subject to currently exercisable warrants and 89,170 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

12.

Includes 180,000 shares of restricted common stock and 208,646 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

13.

Consists of 60,000 shares of common stock, 250,000 shares of restricted common stock and 173,454 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009. Also includes 125,000 shares subject to currently exercisable warrants held by ETP/FBR Venture Capital II, LLC. Also includes 56,250 shares subject to currently exercisable warrants held by BroadOak Capital Partners.

14.

Includes 102,295 shares of common stock held by the Bick Trust and 46,167 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

15.

Consists of 400 shares of common stock and 54,667 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

16.

Consists of 19,167 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

17.

Consists of 175,000 shares of restricted common stock.

18.

Consists of 500 shares of common stock, 175,000 shares of restricted common stock, and 43,894 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

19.

Consists of 7,515 shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of March 31, 2009.

RELATED PARTY TRANSACTIONS

Pursuant to our Code of Ethical Conduct and the audit committee charter, our executive officers, directors and employees must disclose transactions involving actual or apparent conflicts of interest, such as related party transactions, to the chairman of the audit committee. The audit committee is charged with reviewing and approving all related party transactions.

As disclosed elsewhere in this Proxy and in our previous filings, William Snider is general partner of BroadOak Capital Partners, which was paid $110,000 cash and received warrants valued at $43,160 in 2008 for services provided in connection with the placement of financing and other consulting services. As disclosed elsewhere in this in this Proxy and in our previous filings, William Snider is also general partner of ETP/FBR Venture Capital II, LLC, a lender to the Company, which received a $200,000 principal prepayment in 2008 on a $375,000 subordinated Senior Convertible Note note due July 20, 2011.

Article VII of our Certificate of Incorporation provides that the Company shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC rules, the Company’s directors, executive officers and beneficial owners of more than 10% of any class of equity security are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on its review of copies of these reports and representations of such reporting persons, the Company believes that during fiscal year 2008, such SEC filing requirements were satisfied.

EXECUTIVE COMPENSATION

The following tables and descriptive materials set forth information concerning compensation earned for services rendered to the Company by all persons serving as the principal executive officer (the “PEO”) and the two most highly compensated executive officers other than the PEO whose salary and bonus for the fiscal year 2008 exceeded $100,000. Collectively, these are the “Named Executive Officers”.

2008 Summary Compensation Table

Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)			Stock Awards ($) (e)			Options Awards ($) (f)			Non-Equity Incentive Plan Compensation ($) (g)			Total ($) (j)
Ronald H. Bissinger, CEO and COO	2008	$	190,000	$	50,000	(1)	$	54,000	(2)	$	82,694	(3)	$	-		$	376,694
	2007	$	190,833	$	97,000		$	45,000	(2)	$	68,957	(3)	$	-		$	401,790
Jeffrey Whitmore, VP Global Sales	2008	$	175,000	$	-		$	52,500	(2)	$	3,620	(3)	$	100,000	(4)	$	331,120
	2007	$	175,008	$	-		$	43,750	(2)	$	-	(3)	$	117,450	(4)	$	336,208
Siavash Ghazvini, VP Marketing and Business Development	2008	$	175,000	$	30,000		$	52,500	(2)	$	10,314	(3)	$	-		$	267,814
	2007	$	182,292	$	60,500		$	43,750	(2)	$	6,694	(3)	$	-		$	293,236

*The value of the stock and option awards has been computed in accordance with Statement of Financial Standards (SFAS) No. 123R, “Share-Based Payment,” which requires that we recognize as compensation expense the value of all stock-based awards, including stock options, granted to employees in exchange for services over the requisite service period, which is typically the vesting period. For more information, see Note 1 in the Notes to Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on March 27, 2009.

Bonus paid pursuant to the Employment Agreement filed as Exhibit 10.1 to Form 8-K filed July 20, 2007.

Value of restricted stock award granted on February 14, 2007 vested in 2008.

Value of stock options vested in 2008.

Consists of commissions.

An Employment Agreement was executed between the Company and Ron Bissinger dated July 17, 2007 which provides for an annual base salary of $190,000 and other benefits including a monthly car allowance in the amount of $800 and an annual bonus in the amount of up to $100,000. The Employment Agreement also includes certain benefits upon change of control including accelerated vesting of options and stock and, if terminated within nine months of the change of control, continued payment of salary for nine months, provision of medical and life insurance for nine months, and payment of his annual target bonus. On February 14, 2007, Mr. Bissinger received a restricted stock award of 180,000 shares of the Company's Common Stock, such award to vest over a three-year period with 1/3 of the shares vesting one year from February 14, 2007, and at a rate of 1/36th of the shares per month for the remaining 24 months, for so long as Mr. Bissinger continues to be employed by the Company. On February 14, 2007, Mr. Bissinger also received an option to purchase 45,000 shares of Common Stock with the exercise price of $0.90 per share, such option to vest over a four-year period with 25% of the shares vesting one year from February 14, 2007, and at a rate of 1/48th of the shares per month for the remaining 36 months, for so long as Mr. Bissinger continues to be employed by the Company.

The Company maintains the Alpha Innotech Corporation 401(k) Retirement Plan (the “Plan”) for the benefit of its employees. The Company did not make a contribution to the Plan in 2008.

Outstanding Equity Awards at Fiscal Year End

	Option Awards					Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Options Exercise Price ($)		Options Expiration Date	Number of Shares or Units of Stock that Have Not Vested (1)	Market Value of Shares or Units of Stock that Have Not Vested (2)
Ronald H. Bissinger	-	100,000	$	0.98	June 17, 2018
	20,625	24,375	$	0.90	February 14, 2017
	162,500	37,500	$	1.53	April 10, 2016
						70,000	$	49,000
Jeffrey Whitmore		30,000	$	0.98	June 17, 2018
						68,056	$	47,639
Siavash Ghazvini		30,000	$	0.98	June 17, 2018
	16,146	8,854	$	1.35	May 25, 2016
	25,144	-	$	2.62	September 16, 2013
						68,056	$	47,639

*All options granted at fair market value based on the closing price of our stock on the day of the grant.

All stock awards reported in this column vest over three years from the grant date of February 14, 2007 where 1/3 will vest at February 14, 2008 and the remaining 2/3 on a monthly basis for the remaining two years.

Assumes a stock price of $0.70 a share, which was the closing market price of the Company's stock on December 31, 2008 (the last trading day of fiscal 2008).

Change of Control Arrangements

Under the terms of the 2006 Equity Incentive Plan, in the event of a Change of Control, options and stock awards that are not assumed or substituted by the successor corporation become vested and exercisable as to 100% of the otherwise unvested shares. If such options and stock awards are assumed or substituted, and the holder of the options or stock is involuntarily terminated by the successor corporation at the time of or within twelve months of the Change of Control, such assumed or substituted options and stock awards shall similarly become vested and exercisable as to 100% of the otherwise unvested shares.

Under the terms of the Employment Agreement between the Company and Ronald Bissinger dated July 17, 2007, in the event of a Change of Control, Mr. Bissinger's unvested options and stock immediate vest and, if he is terminated within nine months of the Change of Control, Mr. Bissinger will continue to receive his salary for nine months, he will be paid his annual target bonus amount, and he will be provided medical and life insurance for nine months.

The following table that shows value received by each Named Executive Officer had a change of control event occurred on December 31, 2008:

	Potential Benefits Upon a Change in Control				Potential Post-Termination Benefits
Name	Intrinsic Value of Accelerated Stock Options ($)		Intrinsic Value of Accelerated Restricted Stock ($)		Estimated Severance Pay ($)
Ronald Bissinger	$	-	$	49,000	$	$217,500
Jeffrey Whitmore	$	-	$	47,639	$	-
Siavash Ghazvini	$	-	$	47,639	$	-

REPORT OF THE AUDIT COMMITTEE1

Under the guidance of a written charter adopted by the Board of Directors, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The responsibilities of the Audit Committee include appointing and providing for the compensation of the independent accountants. Two members of the Audit Committee meet the independence requirements of Nasdaq National Market.

Management has primary responsibility for the system of internal controls and the financial reporting process. The independent accountants have the responsibility to express an opinion on the financial statements based on an audit conducted in accordance with generally accepted auditing standards.

In this context and in connection with the audited financial statements contained in the Company’s Annual Report on Form 10-K, the Audit Committee:

reviewed and discussed the audited financial statements as of and for the fiscal year ended 2008 with the Company’s management;

discussed with Rowbotham & Company LLP, the Company’s independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61 , as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T;

received the written disclosures and the letter from Rowbotham & Company LLP required by the applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and discussed with the auditors their independence; and

based on the foregoing reviews and discussions, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended 2008 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

William Snider, Chairman

Joseph Keegan, Ph.D.

Gus Davis

1 “The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.”

AUDITORS FEES AND SERVICES

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Rowbotham & Company LLP for fiscal 2007 and 2008.

	2007		2008
Audit Fees (1)	$	96,000	$	105,600
Audit-Related Fees (2)		26,951		46,891
Tax Fees (3)		22,250		23,250
All Other Fees (4)		4,643		7,359
Total	$	149,844	$	183,100

(1)	Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statement and audit services provided in connection with other statutory or regulatory filings.

(2)	Audit-related fees consisted primarily of accounting consultations and services and other attestation services.
(3)	Represents fees in connection with preparation of our federal and state tax returns.
(4)	Other tax consultation.

Non-audit services of the auditor are reviewed and approved by the Audit Committee. Other than preparation of tax returns and other tax consultation, the auditor does not provide non-audit services. All fees described above were approved by the Audit Committee.

Equity Compensation Plan Information

The following table provides information as of December 31, 2008 with respect to the shares of the Company’s Common Stock that may be issued under all of the Company’s existing equity compensation plans including the 1993 Stock Incentive Plan (the "1993 Plan"), the Amended and Restated 1999 Stock Option Plan (the “1999 Plan”), the 2000 Stock Incentive Plan (the “2000 Plan”), the 2001 Milestone Stock Option Plan (the “2001 Milestone Plan”), and the Equity Incentive Plan (the “2006 Plan”).

Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options and Warrants	Weighted Average Exercise Price of Outstanding Options s and Warrants	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by stockholders	1,655,219	$1.18	523,017(1)
Equity compensation plans not approved by stockholders(2)	1,245,665	$1.40	—
Total	2,900,884		523,017

(1)

Includes a total of 523,017 shares of common stock remaining available for future issuance under our 2000 Plan and 2006 Plan as of December 31, 2008. Does not include shares to be added to the 2006 Plan pursuant to an “evergreen” provision that automatically increases on the first business day of each fiscal year beginning January 1, 2007 the lesser of an additional (i) 500,000 shares of Common Stock, (ii) 5% of the outstanding shares of capital stock on such date, or (iii) an amount determined by the Board. None of the Company's other plans has an “evergreen” provision.

(2)

Includes information for the 1999 Stock Plan and the 2001 Milestone Plan assumed by the Company in connection with the acquisition of Alpha CA on October 5, 2005. A copy of the 1999 Plan is available as Exhibit 10.1, and a copy of the 2001 Plan is available as Exhibit 10.2, to the Form 8-K filed by the Company on October 7, 2005. Prior to our acquisition of Alpha CA, the stockholders of Alpha CA approved these plans. Also includes a total of 993,299 shares of common stock to be issued under the terms of warrants and 100,000 shares of common stock subject to options that are currently exercisable that were issued to the Chairman of the Board outside any of the stock plans.

PROPOSAL 1 — ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will vote on the election of seven nominees to serve for a one-year term until the 2010 annual meeting of stockholders and until their successors are elected and qualified. The Board of Directors has nominated William Snider, Haseeb Chaudhry, Ronald H. Bissinger, Michael D. Bick, Ph.D., Joseph D. Keegan, Ph.D., Chris van Ingen, and Shahram Hejazi, Ph.D. for election to the Board of Directors. The nominees have indicated that they are willing and able to serve as directors. If any of these individuals becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors. The Directors will be elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting, assuming a quorum is present. Stockholders do not have cumulative voting rights in the election of directors.

The Board of Directors recommends a vote “for” the election of William Snider, Haseeb Chaudhry, Ronald H. Bissinger, Michael D. Bick, Ph.D., Joseph D. Keegan, Ph.D., Chris van Ingen and Shahram Hejazi, Ph.D. as directors.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards for the election William Snider, Haseeb Chaudhry, Ronald H. Bissinger, Michael D. Bick, Ph.D., Joseph D. Keegan, Ph.D., Chris van Ingen and Shahram Hejazi, Ph.D.

PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

At the Annual Meeting, the stockholders will be asked to ratify the appointment of Rowbotham & Company LLP as the Company’s independent auditors for the fiscal year ending December 31, 2009. Representatives of Rowbotham & Company LLP are expected to be present at the Annual Meeting and will have the opportunity to make statements if they desire to do so. Such representatives are also expected to be available to respond to appropriate questions.

The Board of Directors recommends a vote “for” the ratification of the appointment of Rowbotham & Company LLP as the Company’s independent auditors for the fiscal year ending December 31, 2009.

OTHER MATTERS

As of the time of preparation of this Proxy Statement, neither the Board of Directors nor management intends to bring before the meeting any business other than the matters referred to in the Notice of Annual Meeting and this Proxy Statement. If any other business should properly come before the meeting, or any adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment.

STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING

The Company’s Bylaws provide that advance notice of a stockholder’s proposal must be delivered to the Secretary of the Company at the Company’s principal executive offices not less than 60 days nor more than 90 days prior to the meeting; provided however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to the stockholders, this advance notice must be received not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. Each stockholder’s notice must contain the following information as to each matter the stockholder proposes to bring before the annual meeting: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and appropriate biographical information and a statement as to the qualification of the nominee; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner and (ii) the number of shares of the Company’s Common Stock which are owned beneficially and of record by such stockholder and such beneficial owner.

A copy of the full text of the provisions of the Company’s Bylaws dealing with stockholder nominations and proposals is available to stockholders from the Secretary of the Company upon written request.

Under the rules of the Securities and Exchange Commission, stockholders who wish to submit proposals for inclusion in the Proxy Statement of the Board of Directors for the 2010 Annual Meeting of Stockholders must submit such proposals so as to be received by the Company at 2401 Merced Street, San Leandro, California 94577, on or before January 12, 2010. If a stockholder wishes to bring a matter before the at next year’s annual meeting and does not notify the Company before March 28, 2010, for all proxies we receive, the proxyholders will have discretionary authority to vote on the matter, including discretionary authority to vote in opposition to the matter.

Securities and Exchange Commission rules and regulations provide that if the date of the our 2010 Annual Meeting is advanced or delayed more than 30 days from the date of the 2009 Annual Meeting, stockholder proposals intended to be included in the proxy materials for the 2010 Annual Meeting must be received by us within a reasonable time before we begin to print and mail the proxy materials for the 2010 Annual Meeting. Upon determination by us that the date of the 2010 Annual Meeting will be advanced or delayed by more than 30 days from the date of the 2009 Annual Meeting, we will disclose such change in the earliest possible Quarterly Report on Form 10-Q.

	By Order of the Board of Directors
	Ronald Bissinger Chief Executive Officer
	San Leandro, California April 30, 2009

A COPY OF THE COMPANY’S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: CORPORATE SECRETARY, ALPHA INNOTECH CORP., 2401 MERCED STREET, SAN LEANDRO, CALIFORNIA 94577.

YOUR VOTE IS IMPORTANT!

ALPHA INNOTECH CORP.

Proxy Solicited by the Board of Directors

for the Annual Meeting of Stockholders

to be Held June 18, 2009

The undersigned hereby appoints William Snider and Ron Bissinger or any one of them with full power of substitution, proxies to vote at the Annual Meeting of Stockholders of Alpha Innotech Corp. (the “Company”) to be held on June 18, 2009 at 10:00 A.M., local time, and at any adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Common Stock of the Company held or owned by the undersigned as directed on the reverse side of this proxy card, and in their discretion upon such other matters as may come before the meeting.

1. To elect William Snider, Haseeb Chaudhry, Ronald H. Bissinger, Michael D. Bick, Ph.D., Joseph D. Keegan, Ph.D., Chris van Ingen and Shahram Hejazi, Ph.D. as directors, to hold office until the 2010 Annual Meeting of Stockholders and until their successors are elected and qualified, the nominees listed below:

___

FOR

All nominees listed

(except as indicated

below)

___

WITHHOLD AUTHORITY

to vote (as to all nominees)

To withhold authority to vote for any individual nominee, write the nominee’s name on the line provided below.

2. To ratify the appointment of Rowbotham & Company LLP as the Company’s independent auditors for the fiscal year ending December 31, 2009.


___ For		___ Against		___ Abstain

The Board recommends that you vote FOR the above proposals. This proxy, when properly executed, will be voted in the manner directed above. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSALS. This proxy may be revoked by the undersigned at any time, prior to the time it is voted by any of the means described in the accompanying proxy statement.


		Signature(s) of Stockholder(s)
		Date and sign exactly as name(s) appear(s) on this proxy. If signing for estates, trusts, corporations or other entities, title or capacity should be stated. If shares are held jointly, each holder should sign.
		Date:___________, 2009

PLEASE COMPLETE, DATE AND SIGN THIS PROXY

AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.