SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2000
BIOPOOL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-17714 58-1729436
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6025 Nicolle Street
Ventura, California 93003
(Address of Principal Executive Offices)
(805) 654-0643
(Registrant's Telephone Number)
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ITEM 1. CHANGE IN CONTROL
(a) On August 10, 2000, Xtrana, Inc., a Delaware corporation ("Xtrana") was
merged with and into Biopool International, Inc., a Delaware corporation (the
"Registrant"), in accordance with an Agreement and Plan of Reorganization dated
May 3, 2000 by and among the Registrant and Xtrana. Pursuant to the merger, the
Registrant issued 9,369,461 shares of the Registrant's common stock, par value
$0.01 per share ("Registrant Common Stock"), to the former stockholders of
Xtrana in exchange for all outstanding shares of Xtrana's common stock, par
value $0.01 per share, and all outstanding shares of Xtrana's Series A, Series
B, Series C and Series D Preferred Stock. Immediately following the merger, the
former Xtrana stockholders hold approximately 50% and the Registrant's existing
stockholders hold approximately 50% of the outstanding shares of capital stock
of the Registrant, on a fully diluted basis.
(b) Not applicable.
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ITEM 2. ACQUISITION OR DISTRIBUTION OF ASSETS.
On August 10, 2000, Xtrana was merged with and into the Registrant, in
accordance with an Agreement and Plan of Reorganization dated May 3, 2000 by and
among the Registrant and Xtrana. Pursuant to the merger, the Registrant issued
9,369,461 shares of Registrant Common Stock, in exchange for all outstanding
shares of Xtrana's common stock, par value $0.01 per share, and all outstanding
shares of Xtrana's Series A, Series B, Series C and Series D Preferred Stock.
The aggregate number of shares of Registrant Common Stock that comprised the
Merger Consideration was determined by extensive negotiations between the
Company and Xtrana and was approved by the Board of Directors of the Company on
April 11, 2000. Xtrana has developed new proprietary nucleic acid (DNA/RNA)
testing technology, which it plans to commercialize. Potential markets for this
testing technology include the detection of food and environmental
contamination, forensics and paternity identity testing, infectious human
disease testing including bacterial warfare, and research and other clinical
applications.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. Not filed with this initial report on Form 8-K;
to be filed by amendment no later than October 24, 2000.
(b) Pro Forma Financial Information. Not filed with this initial report on
Form 8-K; to be filed by amendment no later than October 24, 2000.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan Reorganization dated May 3, 2000 by
and between Biopool International, Inc. and Xtrana, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
August 11, 2000 BIOPOOL INTERNATIONAL, INC.
By: /S/ JOHN H. WHEELER
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John H. Wheeler
Chief Executive Officer and President
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EXHIBIT INDEX
EXHIBIT PAGE NUMBER
2.1 Agreement and Plan of Reorganization dated 6
May 3, 2000 by and between Biopool International,
Inc. and Xtrana, Inc.
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