UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 7, 2004
BIOSOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21930 77-0340829
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
542 Flynn Road, Camarillo, California 93012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 987-0086
ITEM 5. - OTHER EVENTS.
On June 7, 2004, BioSource International, Inc. (the "Company") and Genstar
Capital Partners II, L.P., an investor in the Company ("Genstar"), amended the
warrant issued to Genstar on February 15, 2000 (the "Genstar Warrant"), to
extend the expiration date of the Genstar Warrant from February 15, 2005 to
February 15, 2007. In consideration for the Company's agreement to extend the
expiration date of the Genstar Warrant, Genstar agreed to increase the exercise
price per share underlying that warrant from $7.77 per share to $9.00 per share.
The Company and Stargen II LLC, another investor in the Company ("Stargen"),
executed a similar amendment to a warrant issued to Stargen on February 15, 2000
(the "Stargen Warrant"). The amendments to the Genstar Warrant and the Stargen
Warrant are referred to in this report as the "Amendments."
The Company's Board of Directors appointed a Special Committee of its members to
negotiate the Amendments with Genstar and Stargen. The Special Committee was
comprised of Terrance Bieker, David Moffa, and John Overturf, Jr., directors
independent of, and having no financial or other interest in, either Genstar or
Stargen.
Copies of the Amendments are attached hereto as Exhibits 10.1 and 10.2,
respectively, and are hereby incorporated herein by this reference.
ITEM 7. - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits
10.1 Amendment No. 1 to Warrant to Purchase Common Stock
dated June 7, 2004, by and between the Company and
Genstar Capital Partners II, L.P.
10.2 Amendment No. 1 to Warrant to Purchase Common Stock
dated June 7, 2004, by and between the Company and
Stargen II LLC.
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.
BIOSOURCE INTERNATIONAL, INC.
June 8, 2004 /S/ ALAN I. EDRICK
-------------------------------
Alan I. Edrick
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Amendment No. 1 to Warrant to Purchase Common Stock dated June 7,
2004, by and between the Company and Genstar Capital Partners II,
L.P.
10.2 Amendment No. 1 to Warrant to Purchase Common Stock dated June 7,
2004, by and between the Company and Stargen II LLC.