================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-21930 BIOSOURCE INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0340829 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 820 FLYNN ROAD CAMARILLO, CALIFORNIA 93102 (Address of principal executive offices and zip code) (805) 383-5200 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common stock, $.001 par value Preferred Stock Purchase Rights Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any Amendment to this Form 10-K. [ ] The aggregate market value of the voting stock (based on the last sale price of such stock as reported by the National Association of Securities Dealers Automated Quotation National Market System) held by non-affiliates of the registrant as of March 31, 1999 was $26,317,000. The number of shares of the Registrant's common stock outstanding as of March 31, 1999 was 7,181,925. DOCUMENTS INCORPORATED BY REFERENCE None. ================================================================================ EXHIBIT 21 SUBSIDIARIES OF THE COMPANY NAME STATE/COUNTRY OF INCORPORATION Keystone Laboratories, Inc...................... California BioSource V.I. FSC., LTD........................ U.S. Virgin Islands BioSource Europe, S.A........................... Belguim BioSource France sarl....................... France BioSource B.V............................... Holland BioSource Gmbh.............................. Germany Medgenix Diagnostici Italia, srl............ Italy BioSource U.K., Ltd......................... U.K. Quality Controlled Biochemicals, Inc............ Massachusetts Javelle, Inc................................ Massachusetts Page 2 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOSOURCE INTERNATIONAL, INC. Date: June 13, 2000 By: /S/ JAMES H. CHAMBERLAIN ------------------------------ James H. Chamberlain CHAIRMAN AND CHIEF EXECUTIVE OFFICER Date: June 13, 2000 By: /S/ CHARLES C. BEST ----------------------------- Charles C. Best CHIEF FINANCIAL OFFICER In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated: SIGNATURE TITLE DATE /S/ JAMES H. CHAMBERLAIN Chairman, Chief Executive June 13, 2000 - ------------------------------ Officer, and Director James H. Chamberlain /S/ CHARLES C. BEST Chief Financial Officer, June 13, 2000 - ------------------------------ Principal Accounting Officer Charles C. Best /S/ JEAN-PIERRE L. CONTE Director June 13, 2000 - ------------------------------ Jean-Pierre L. Conte Director - ------------------------------ Leonard M. Hendrickson Director - ------------------------------ David J. Moffa, Ph.D. /S/ JOHN R. OVERTURF, JR. Director June 13, 2000 - ------------------------------ John R. Overturf, Jr. Director - ------------------------------ Robert D. Weist /S/ ROBERT J. WELTMAN Director June 13, 2000 - --------------------------------- Robert J. Weltman