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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000
REGISTRATION NO. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
BOSTON BIOMEDICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2652826
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
375 WEST STREET
WEST BRIDGEWATER, MASSACHUSETTS 02379
(508) 580-1900
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
-----------------------------------
RICHARD T. SCHUMACHER
BOSTON BIOMEDICA, INC.
375 WEST STREET
WEST BRIDGEWATER, MA 02379
(508) 580-1900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
----------------------------------
COPIES TO:
STEVEN R. LONDON, ESQUIRE
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
TEL: (617) 856-8200
FAX: (617) 856-8201
----------------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Class of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of Registration
to be Registered Registered Offering Price Per Aggregate Offering Fee
Share (2) Price (2)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,070,080(1) $5.375 $11,126,680.00 $2,937.44
</TABLE>
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
common stock offered hereby shall also be deemed to cover additional
securities to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions. The amount being
registered includes (i) 135,556 shares of common stock issuable upon
exercise of outstanding warrants and (ii) an estimated 967,262 shares of
common stock issuable upon conversion of outstanding 3% senior subordinated
convertible debentures. The number of shares issuable upon conversion of
the debentures is estimated based upon an assumed conversion price of $3.36
a share. We have chosen to register approximately 200% of the number of
shares of common stock currently issuable upon conversion of the
outstanding debentures at a conversion price of $3.36 so that a sufficient
number of shares of common stock are registered in the event that the
conversion price of the debentures is lower than expected.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low prices of the common
stock on the Nasdaq National Market on September 15, 2000.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE HAVE
FILED A REGISTRATION STATEMENT RELATING TO THE COMMON STOCK WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THE COMMON STOCK
UNTIL THE SEC DECLARES THAT THE REGISTRATION STATEMENT IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THE COMMON STOCK AND IT IS NOT SOLICITING AN
OFFER TO BUY THE COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
BOSTON BIOMEDICA, INC.
Up to 2,070,080 Shares of Common Stock
The shareholders named on page 16 are offering for sale up to 2,070,080
shares of our common stock under this prospectus.
Our common stock is traded on the Nasdaq National Market under the
symbol "BBII." On September 21, 2000, the last reported sale price of our common
stock was $6.00 per share.
AN INVESTMENT IN THE COMMON STOCK OFFERED UNDER THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _______, 2000
2
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TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY.......................................................................4
RISK FACTORS..................................................................5
WARNINGS REGARDING FORWARD-LOOKING STATEMENTS................................13
USE OF PROCEEDS..............................................................14
SELLING SHAREHOLDERS.........................................................16
PLAN OF DISTRIBUTION.........................................................17
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...............................19
LEGAL MATTERS................................................................20
EXPERTS......................................................................20
WHERE YOU CAN FIND MORE INFORMATION..........................................20
</TABLE>
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SUMMARY
ABOUT BOSTON BIOMEDICA
Boston Biomedica provides products and services for the detection and
treatment of infectious diseases such as AIDS, Lyme Disease, and viral
Hepatitis. We currently operate four business units:
(1) BBI Diagnostics, a manufacturer and seller of quality control
and diagnostic products that increase the accuracy of
diagnostic tests that are performed IN VITRO, in a test
tube or other laboratory equipment;
(2) BBI Clinical Laboratories, a leading infectious disease
testing laboratory that specializes in testing blood for
the presence or absence of nucleic acids in pathogens,
testing for tick borne diseases and follow-up testing for
blood banks after an initial test shows questionable or
positive results;
(3) BBI Biotech Research Laboratories, our research and
development arm, which provides research and development
support for our other business units and contract research
services and specimen storage services for other parties,
including various agencies of the National Institutes of
Health; and,
(4) BBI Source Scientific, a manufacturer and seller of
laboratory and medical instruments.
In addition, we are conducting research to discover new drugs,
primarily in the AIDS field, from synthetic derivatives of natural plant
compounds. We are also conducting research in a technology that repeatedly
applies and releases pressure on pathogens present in blood or plasma in an
effort to destroy them, with the goal of introducing new solutions for improving
blood plasma safety, for improving specimen preparation in the testing of blood
for the presence or absence of nucleic acids in pathogens and for improving the
treatment of infectious diseases.
We were organized in Massachusetts in 1978 and commenced significant
operations in 1986. Our principal executive offices are located at 375 West
Street, West Bridgewater, Massachusetts 02379. Our telephone number is (508)
580-1900.
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RISK FACTORS
BEFORE YOU BUY SHARES OF OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
VARIOUS RISKS ASSOCIATED WITH THAT PURCHASE, INCLUDING THOSE DESCRIBED BELOW.
YOU SHOULD CONSIDER CAREFULLY THESE RISK FACTORS, TOGETHER WITH ALL OF THE OTHER
INFORMATION IN THIS PROSPECTUS AND THE DOCUMENTS WE HAVE INCORPORATED BY
REFERENCE IN THE SECTION "WHERE YOU CAN FIND MORE INFORMATION" BEFORE YOU DECIDE
TO PURCHASE SHARES OF OUR COMMON STOCK.
WE RELY ON PURCHASE ORDERS AND CONTRACTS FROM A SMALL NUMBER OF CUSTOMERS FOR A
LARGE PORTION OF OUR REVENUES; THE LOSS OF BUSINESS FROM THESE CUSTOMERS COULD
MATERIALLY REDUCE OUR REVENUES AND INCOME.
Purchase orders account for the majority of our orders; none of our
customers have contractually committed to make future product purchases from us.
In 1999, our three largest customers, Hoffman-La Roche, Inc., Medilabs, Inc. and
Ortho-Diagnostics, Inc. together accounted for approximately 16% of our
revenues. In addition, the various agencies of the National Institutes of
Health, including the National Institutes of Allergies and Infectious Disease,
the National Cancer Institute and the National Heart Lung and Blood Institute,
in the aggregate accounted for approximately 15% of our revenues in 1999. Each
agency within the National Institutes of Health, however, makes independent
purchasing decisions. The loss of any major customer, including any agency
within the National Institutes of Health, or a material reduction in any major
customer's purchases would materially reduce our revenues and our operating
results.
IF WE ARE UNABLE TO INCREASE OUR SALES OF QUALITY CONTROL PRODUCTS TO END-USERS
OF INFECTIOUS DISEASE TEST KITS, THEN OUR FUTURE REVENUES COULD BE LESS THAN WE
HAVE PROJECTED.
Currently, we sell most of our quality control products for infectious
disease test kits to test kit manufacturers and regulators, which is a
relatively small market. However, we also sell our quality control products to
end-users of infectious disease test kits, including hospital laboratories,
blood donor testing centers, public health laboratories and commercial
laboratories. This end-user market is a larger market which has not yet become
accustomed to using quality control products to monitor test results, but which
we believe is a growing market. Currently, we expect an increase in both the
frequency of use and the number of products used by our current end-user
customers. However, these end-users of infectious
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disease test kits may not increase their use of our products. Further, large
manufacturers and distributors of quality control products that have
historically sold to the non-infectious disease market and that have greater
financial, manufacturing and marketing resources than we have could begin
selling their products to the end-users of infectious disease test kits. If the
end-user market for quality control products for infectious disease testing does
not develop further, or if we are unable to increase sales of our products to
this market, our future revenues could be substantially less than we have
projected.
IF OUR BBI SOURCE SCIENTIFIC, INC. AND BBI BIOSEQ, INC. SUBSIDIARIES CONTINUE TO
HAVE SUBSTANTIAL OPERATING LOSSES, THEN WE MAY NOT BE ABLE TO REALIZE THE BOOK
VALUE OF CERTAIN ASSETS.
As a result of our July 1997 acquisition of Source Scientific, Inc., we
recorded approximately $2,200,000 of goodwill. Since this acquisition, our BBI
Source Scientific subsidiary has incurred cumulative operating losses of
approximately $2,449,000, as of June 30, 2000. That subsidiary may continue to
have operating losses and may never become profitable. As of June 30, 2000, the
net book value of goodwill from the BBI Source Scientific acquisition was
approximately $1,755,000, which represented 6.4% of our total assets on that
date. This amount may become impaired to the extent that expected future
operating profits fall below the current net book value of this goodwill. If BBI
Source Scientific continues to have losses, we may not be able to realize the
net book value of this goodwill.
Our BBI BioSeq subsidiary has incurred operating losses of
approximately $1,898,000, since its acquisition in September 1998, through June
30, 2000. This subsidiary may not be successful in developing its in-process
technology, and its technology may never achieve commercial viability. If we
cannot successfully commercially develop its technology, our BBI BioSeq
subsidiary may never become profitable.
Because these subsidiaries have incurred significant operating losses,
we have also reported operating losses in our consolidated results. If we
continue to incur losses on a consolidated basis, we may be unable to realize
some or all of our deferred and current tax assets; and if we determine that
some or all of these tax assets are not realizable we will incur a charge to
earnings and write down the asset to its expected realizable value.
6
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IF WE ARE UNABLE TO OBTAIN BOTH THE NECESSARY REGULATORY APPROVALS AND
SUBSTANTIAL FUNDS FOR OUR SUBSIDIARIES' PRODUCTS, OUR FUTURE REVENUES AND INCOME
WILL BE LESS THAN WE HAVE PROJECTED.
Our BBI BioSeq and Panacos Pharmaceuticals subsidiaries are currently
developing products that will require significant additional development,
preclinical and clinical testing regulatory approvals and investment of
substantial funds prior to their commercialization. Our BBI BioSeq subsidiary is
developing laboratory instruments that will use pressure cycling technology, a
technology that repeatedly applies and releases pressure on pathogens present in
blood or plasma in an effort to destroy them. Our BBI Bioseq subsidiary is also
developing its pressure cycling process to refine an existing laboratory
instrument prototype. Both the development of the laboratory instruments and the
pressure cycling process will require substantial capital and development
activities to ready the existing prototype for commercial use. Our Panacos
Pharmaceuticals subsidiary is conducting research relating to compounds,
pharmaceutical compositions, therapeutic methods and vaccine preparations,
primarily in the HIV field, and will require substantial capital to progress to
more advanced stages of drug development, including human clinical trials. The
process of obtaining required regulatory approvals can be costly and
time-consuming, and we may not be able to successfully develop our future
products, prove them to be safe and effective in clinical trials or receive
applicable regulatory approvals. If we are not able to obtain substantial funds,
develop adequate technology and receive regulatory approvals for products being
developed by our BBI BioSeq and Panacos Pharmaceuticals subsidiaries, our future
revenues and income will be less than we have projected.
IF THE FDA REQUIRES CLEARANCE OR APPROVAL FOR CERTAIN OF OUR PRODUCTS AND
INITIATES ENFORCEMENT ACTION FOR OUR FAILURE TO DO SO, WE WILL LIKELY EXPEND
SIGNIFICANT RESOURCES TO RESOLVE THE MATTER.
In the United States, the Food, Drug, and Cosmetic Act prohibits the
marketing of most IN VITRO diagnostic products until the Food and Drug
Administration either clears or approves the products through processes that are
time-consuming, expensive and uncertain. Some IN VITRO diagnostic products may
be exempt from FDA clearance or approval if they have undergone validation
studies. As of July 31, 2000, 31 of our Accurun 1-Registered Trademark- and
Accurun-Registered Trademark- products had received FDA clearance, and we
believe that 17 are exempt from FDA clearance. During 1999, our Accurun
-Registered Trademark- products accounted for approximately 11.55% of our
revenue. Although it has not done so in the past, the FDA may not agree that
some of these products are entitled to an exemption and may adopt a different
interpretation of the Food, Drug, and
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Cosmetic Act or other laws it administers. We believe that products which are
used only for research and not in diagnostic procedures are not subject to FDA
clearance or approval. We currently label some of our products "for research use
only" because they are not intended for use in diagnostic procedures, and have
not been cleared or approved by the FDA. It is possible, however, that some
purchasers of these products may use them for diagnostic purposes rather than
for research, despite our labeling. Under any of these circumstances, the FDA
could allege that some or all of these products should have been cleared or
approved, or otherwise validated prior to marketing, and could initiate
enforcement action against us. If the FDA initiates enforcement action against
us, we will likely expend a large amount of time, money, resources and
management attention to resolve the matter. In addition, if we cannot obtain or
are delayed in obtaining FDA clearances or approvals for our products, we may
encounter delays or be unable to ever sell those products.
IF WE FAIL TO COMPLY WITH GOOD MANUFACTURING PRACTICES IN CONNECTION WITH THE
MANUFACTURE OF OUR MEDICAL DEVICE PRODUCTS, WE MAY NOT BE ABLE TO DISTRIBUTE OUR
PRODUCTS AND MAY NOT GENERATE PRODUCT REVENUES.
We are also subject to strict FDA good manufacturing practice
regulations which govern testing, control and documentation practices, and other
post-marketing restrictions on the manufacture of our medical device products.
Our IN VITRO diagnostic products and our laboratory instrumentation products are
considered "medical device products," as defined by the FDA. Various regulatory
authorities monitor our ongoing compliance with good manufacturing practices and
other applicable regulatory requirements through periodic inspections. If we
fail to comply with good manufacturing practices or other regulatory
requirements, we may not be able to obtain future pre-market clearances or
approvals, or the FDA or other regulatory agencies may impose corrective action
requirements, including total or partial suspension of product distribution,
injunctions, civil penalties, recall or seizure of products, and criminal
prosecution. Any of these events would lead to increased costs and a drain on
resources and could reduce our revenues and operating results.
8
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BECAUSE WE CONDUCT OUR BUSINESS WORLDWIDE, CHANGES IN INTERNATIONAL REGULATORY
REQUIREMENTS MAY MATERIALLY REDUCE OUR TOTAL REVENUES.
Our international sales accounted for approximately 13.7% of our total
revenues for the year ended December 31, 1999. Several Accurun-Registered
Trademark- products are subject to international regulatory approvals in certain
countries (including Germany and France). These approval processes are similar
to the FDA clearance process. Changes in international regulatory requirements
and policies, including both changes in existing restrictions and future
restrictions on importation of blood and blood derivatives, could result in
reduced international sales, which may materially reduce our total revenues and
income.
IF WE ARE UNABLE TO OBTAIN A STEADY AND ADEQUATE SUPPLY OF RARE SPECIMENS OF
PLASMA AND SERUM, THEN WE MAY BE UNABLE TO PRODUCE SOME OF OUR QUALITY CONTROL
PANEL PRODUCTS AND OUR ACCURUN-Registered Trademark- RUN CONTROLS PRODUCTS.
We manufacture our diagnostic products, including our quality control
panel products and Accurun-Registered Trademark- run controls products, from
human plasma and serum which we obtain from nonprofit and commercial blood
centers in the United States and from similar sources throughout the world. Our
BBI Diagnostics business unit, which manufactures and sells these diagnostic
products, accounts for approximately 40% of our revenues. Certain of our quality
control panel products and Accurun-Registered Trademark- run control products
contain unique and rare plasma specimens that we collect from individuals who
have been infected with particular diseases. The specimens are unique and rare
because we can collect them only during the brief period of time when the
markers for a particular disease in an infected individual are converting from
negative to positive. It is difficult to identify such infected individuals and
to collect specimens from them during the brief period of time when the markers
for a particular disease are converting from negative to positive. As a result,
quantities of these specimens are limited. As we sell our quality control panel
products and run control products, we must find replacement specimens that are
equally unique and rare. We may also face competition to obtain these specimens
which could further limit our ability to obtain the specimens and to produce
certain of our quality control panel products and run control products. A limit
in our ability to produce our products would reduce our future revenues and
operating results.
9
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IF WE ARE NOT ABLE TO REACT QUICKLY TO TECHNOLOGICAL CHANGE, WE MAY NOT BE ABLE
TO COMPETE EFFECTIVELY.
The infectious disease test kit industry is characterized by rapid and
significant technological change, and changes in customer requirements. As a
result, our ability to continue to compete effectively in this industry depends
upon our ability to enhance our existing products and to develop or acquire, and
introduce in a timely manner, new products that take advantage of technological
advances and respond to customer requirements. We may not be successful in
developing and marketing such new products or enhancements to our existing
products on a timely basis, if at all, and such products may not adequately
address the changing needs of the marketplace. Furthermore, rapid technological
development may result in our products or services becoming obsolete or
noncompetitive before we recover our investment in research, development and
commercialization.
IF WE CANNOT PROTECT OUR INTELLECTUAL PROPERTY, WE MAY BE UNABLE TO COMPETE
EFFECTIVELY.
Our ability to compete effectively with other companies depends in part
on our ability to maintain the proprietary nature of our technologies and
products. We rely primarily on a combination of trade secrets and non-disclosure
and confidentiality agreements to establish and protect our proprietary rights
in our technology and products. In addition, we have obtained five patents that
we hold jointly with the University of North Carolina at Chapel Hill relating to
compounds, pharmaceutical compositions and therapeutic methods in connection
with our drug discovery program at the University of North Carolina at Chapel
Hill. We also have 15 patents pending related to the pressure cycling technology
that our BBI BioSeq subsidiary is developing. If we have not adequately
protected our technology, or if our competitors misappropriate our intellectual
property, we could lose market share and our future revenues and operating
income could be significantly less than projected.
IF WE ARE UNABLE TO ATTRACT AND RETAIN HIGHLY QUALIFIED SCIENTIFIC AND
MANAGEMENT PERSONNEL, THEN WE MAY NOT BE ABLE TO DEVELOP AND REFINE OUR PRODUCTS
AND SERVICES.
Our products and services are highly technical and our key personnel
must have specialized training or advanced degrees in order to develop and
refine these products and services. There are a limited number of qualified
scientific and management personnel who possess the technical background
necessary to adequately understand and improve our products and services. We
compete for these personnel with other companies, academic institutions,
government entities and other organizations
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engaged in research and development of quality control products. If we are
unable to attract and retain scientific and management personnel with the
appropriate credentials who are capable of developing and refining our products
and services, then our products and services could become inaccurate or
unreliable, or could fail to obtain FDA approval and we may be unable to deliver
new products.
PENDING LITIGATION COULD RESULT IN SUBSTANTIAL COSTS AND MAY DIVERT MANAGEMENT'S
ATTENTION AND RESOURCES.
On August 18, 2000, we received a summons and complaint from Paradigm
Group, LLC, naming us as a defendant. The suit, filed in the Circuit Court of
Cook County, Illinois, alleges breach of contract claims and fraud against us in
connection with the sale by us to them of warrants to purchase our shares of
common stock, the exercise of those warrants by Paradigm Group, LLC, and a delay
in the registration of those shares. Paradigm Group, LLC, seeks several
remedies, including $3 million in damages or unspecified monetary damages,
return of the $42,500 purchase price for the warrants and rescission of its
exercise of the warrants, and unspecified punitive damages. We have announced
that we intend to vigorously defend this matter. This lawsuit could result in
substantial costs and may divert management's attention and resources. Any
adverse determination in this case could also subject us to significant
liabilities.
INSIDERS CONTROL A SIGNIFICANT PERCENTAGE OF VOTING POWER AND MAY EXERCISE THEIR
VOTING POWER IN A MANNER ADVERSE TO OTHER SHAREHOLDERS' INTERESTS.
Our chief executive officer, Richard T. Schumacher, his relatives, and
our other existing officers and directors collectively have voting control over
approximately 35% of the outstanding shares of our common stock. Accordingly,
these shareholders, should they choose to act in concert, are in a position to
exercise a significant degree of control and to significantly influence
shareholder votes on the election of directors, increasing the authorized
capital stock, and authorizing mergers and sales of assets. These shareholders
may act in a manner that is adverse to your personal interests.
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER AND BY-LAWS MAY DISCOURAGE THIRD PARTIES
FROM PURSUING A TAKEOVER.
Our amended and restated articles of organization and restated bylaws
contain provisions that may make an acquisition of us more difficult and
discourage changes in our management. These provisions
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could limit the price that investors might be willing to pay in the future for
shares of our common stock. These provisions include:
- a classified board of directors;
- advance notice to the board of directors of shareholder
proposals and shareholder nominees for the board of directors;
- limitations on the ability of shareholders to remove directors
and call shareholders meetings;
- a provision that allows a majority of the directors to fill
vacancies on the board of directors; and
- the ability of the board of directors to issue, without
further shareholder approval, preferred stock with rights
and privileges that could be senior to the common stock.
We are also subject to the Massachusetts General Laws which, subject
to certain exceptions, prohibit a Massachusetts corporation from engaging in
any of a broad range of business combinations with any "interested
shareholder" for a period of three years following the date that shareholder
became an interested shareholder. These provisions could discourage a third
party from pursuing a takeover at a price considered attractive by many
shareholders and could have the effect of preventing or delaying a potential
acquirer from acquiring control.
THE CONVERSION OF OUR OUTSTANDING 3% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES
AND/OR THE EXERCISE OF OUTSTANDING WARRANTS TO PURCHASE OUR COMMON STOCK WILL
HAVE A DILUTIVE IMPACT ON OUR SECURITY HOLDERS AND MAY PLACE DOWNWARD PRESSURE
ON THE PRICE OF OUR COMMON STOCK.
The number of shares of common stock that may ultimately be issued upon
conversion of the outstanding debentures is presently undeterminable because the
conversion price of the debentures is the lower of: (i) $3.36 a share or (ii)
90% of the average of the five (5) lowest volume weighted average sales prices
of our common stock as reported by Bloomberg, L.P. during the 25 business days
immediately preceding the date on which any debenture holder notifies us that it
will convert all or a part of their debenture into common stock. Assuming a
conversion price of $3.36 a share, conversion of all our outstanding debentures
would result in the issuance of 967,262 shares of common stock. This represents
about 17.2% of our outstanding common stock based on the number of shares
outstanding as of September 19, 2000. In addition, the number of shares issuable
upon conversion of the debentures will increase if the price of our common stock
drops below $3.36 a share. For example, if the average of the
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five (5) lowest volume weighted average sales prices of our common stock as
reported by Bloomberg, L.P. during the 25 business days immediately preceding
the date on which any debenture holder elects to convert all or a part of their
debenture into common stock is equal to $2.00 a share, and assuming all the
debentures were converted, we would issue approximately 1,625,000 shares of our
common stock, which represents approximately 28.8% of our issued and outstanding
common stock based on the number of shares outstanding as of September 19, 2000.
A downward spiral in the price of our common stock could result in the loss of a
significant portion of your investment, and the conversion of our outstanding
debentures could place downward pressure on the price of our common stock. The
terms of the debenture entitle us to redeem any of the outstanding debenture(s)
at a redemption price equal to (x) the number of shares of common stock into
which said debenture(s) is then convertible times (y) the average closing bid
price as reported by Bloomberg L.P. for the five (5) trading days immediately
prior to the date that the debenture(s) is called for redemption, plus accrued
and unpaid interest. We may not have sufficient funds to redeem the debentures
at such time as we determine it is most appropriate to redeem the debenture(s).
In addition, we have outstanding warrants, with various strike prices,
which are exercisable for a total of 494,709 shares of our common stock
(warrants for 135,556 of which were issued to the selling shareholders named on
page 16). This represents approximately 8.8% of our issued and outstanding
common stock based on the number of shares issued and outstanding as of
September 19, 2000. The exercise of our outstanding warrants could place
downward pressure on the price of our common stock.
ACCOUNTING EXPENSES RELATED TO THE DEBENTURES AND THE WARRANTS WILL REDUCE
EARNINGS
The relative fair value of the debentures is less than the face
value of the debentures due to the fact that there is an original issue
discount on the debentures, and for accounting purposes a portion of the cash
proceeds has been allocated to the relative fair value of the warrants issued
in conjunction with the debentures. The relative fair value of the debentures
will be increased to the face value of the debentures as interest expense
over the term of the debentures (for the portion attributable to the original
issue discount) and over the life of the warrants (for the portion
attributable to the relative fair value of the warrants). Additonally, we may
have to record an expense related to the conversion feature of the
debentures. The amount of expense is presently undeterminable because the
conversion price of the debentures will not be determined until a later date.
WARNINGS REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus under "Summary" and
"Risk Factors," and in the documents incorporated by reference, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In essence, forward-looking
statements are predictions of future events. Although we would not make
forward-looking statements unless we believe we have a reasonable basis for
doing so, we cannot guarantee their accuracy, and actual results may differ
materially from those we anticipated due to a number of uncertainties, many of
which we are not aware. We urge you to consider the risks and uncertainties
discussed under "Risk Factors" and in the other documents filed with the SEC
that we have referred you to in evaluating our forward-looking statements.
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You should also understand that we have no plans to update our
forward-looking statements. Our forward-looking statements speak only as of the
date of this prospectus, or in the case of forward-looking statements in
documents incorporated by reference, as of the date of those documents.
We generally identify forward-looking statements with the words "plan,"
"expect," "anticipate," "believe," "intend," "estimate," "continue," "will,"
"may," "should" and similar expressions. Examples of our forward-looking
statements may include statements related to:
- our plans, objectives, expectations and intentions;
- the timing, availability, cost of development and
functionality of products under development or recently
introduced; and
- the anticipated markets for our products and the success of
our products in those markets.
USE OF PROCEEDS
The selling shareholders are selling all of the shares covered by this
prospectus for their own account. Accordingly, we will not receive any proceeds
from the resale of the shares.
The 2,070,080 shares of our common stock that we are registering
under this prospectus include shares that may be issued to selling
shareholders upon the exercise of our outstanding stock purchase warrants and
shares that may be issued upon the conversion of our outstanding debentures.
The common stock offered by this prospectus is the common stock
issuable upon conversion of our outstanding debentures and upon exercise of
the warrants issued in an August 25, 2000 private placement. GCA Strategic
Investment Fund Limited purchased its 3% senior subordinated convertible
$2,250,000 debenture and 80,000 warrants to purchase our common stock
pursuant to a Securities Purchase Agreement with us, dated as of August 25,
2000. The total purchase price for the debenture was $2,137,500. GCA may
exercise its warrants to purchase 80,000 shares of our common stock at our
exercise price of $3.60 a share. DP Securities, Inc. and Wharton Capital
Partners, Ltd. received stock purchase warrants as a fee for services
rendered in connection with the private placement to GCA. Each of DP
Securities and Wharton Capital may exercise warrants to purchase 10,000
shares of our common stock at an exercise price of $3.60 per share. Richard
T. Kiphart purchased a $780,000 3% senior subordinated convertible debenture
and warrants to purchase 27,734 shares of common stock. Shoreline Micro-Cap
Fund, L.P purchased a $220,000 3% senior
14
<PAGE>
subordinated convertible debenture and warrants to purchase 7,822 shares of
common stock. Each of Mr. Kiphart and Shoreline obtained their debentures and
warrants pursuant to a Securities Purchase Agreement with us dated as of
August 25, 2000. Each of Mr. Kiphart and Shoreline may exercise their
warrants to purchase our common stock at an exercise price of $3.60 a share.
Mr. Kiphart paid $741,000 to obtain his debenture, and Shoreline paid
$209,000 to obtain its debenture.
We will use the proceeds which we have received from the sale of the
debentures for completion of our West Bridgewater, MA manufacturing facility, to
fund pressure cycling technology research and development and for general
corporate and working capital purposes. Any proceeds we receive from the
exercise of the warrants will be used for r working capital purposes.
We prepared this prospectus to satisfy our obligations to the selling
shareholders to register their shares pursuant to a Registration Rights
Agreement which we entered into with GCA, DP Securities and Wharton Capital on
August 25, 2000, and a Registration Rights Agreement which we entered into with
Mr. Kiphart and Shoreline on August 25, 2000. We will bear the expenses relating
to this registration, other than selling discounts and commissions, which will
be paid by the selling shareholders.
15
<PAGE>
SELLING SHAREHOLDERS
The selling shareholders named below are offering for sale up to
2,070,080 shares of our common stock under this prospectus. We will not receive
any proceeds from those sales. The 2,070,080 shares of our common stock that we
are registering under this prospectus includes shares that may be issued to the
selling shareholders upon the conversion of our outstanding debentures and the
exercise of our outstanding stock purchase warrants.
The following table sets forth information regarding the beneficial
ownership of our common stock by the selling shareholders as of September 22,
2000 and is adjusted to reflect the sale or transfer by the selling shareholders
of the shares of our common stock being registered under this prospectus,
including the sale or transfer of shares of our common stock underlying the
debentures and the warrants held by selling shareholders. This information is
based upon information received from or on behalf of the selling shareholders.
The number of shares beneficially owned by Richard T. Kiphart, Shoreline
Micro-Cap Fund, L.P. and GCA Strategic Investment Fund Limited is estimated
assuming a conversion price of $3.36 for the debentures held by these selling
shareholders. The conversion price of the debentures held by these selling
shareholders will be the lesser of (i) $3.36 a share or (ii) 90% of the average
of the five (5) lowest volume weighted average sales prices of our common stock
as reported by Bloomberg, L.P. during the 25 business days immediately preceding
the date on which a selling shareholder holding a debenture notifies us that it
will convert all or part of its debenture into common stock. We have chosen to
register approximately 200% of the number of shares we estimate to be currently
issuable upon conversion of the debentures so that a sufficient number of shares
is registered in the event that the conversion price of the debentures declines
below $3.36 a share.
16
<PAGE>
<TABLE>
<CAPTION>
TOTAL SHARES
SHARES BENEFICIALLY NUMBER OF BENEFICIALLY
OWNED SHARES BEING OWNED AFTER
PRIOR TO OFFERING OFFERED OFFERING
-------------------- ------------ ----------------
NAME OF SECURITYHOLDER NUMBER PERCENT NUMBER NUMBER PERCENT
---------------------- -------- -------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
GCA Strategic Investment Fund Limited.(1) 749,643 11.73% 749,643 0 *
DP Securities, Inc. (2) 10,000 * 10,000 0 *
Wharton Capital Partners, Ltd. (2) 10,000 * 10,000 0 *
Richard P. Kiphart (3) 259,877 4.4% 259,877 0 *
Shoreline Micro-Cap Fund, L.P. 73,298 1.28% 73,298 0 *
----------------
</TABLE>
* Less than 1%.
(1) Consists of an estimated 669,643 shares of our common stock issuable upon
the conversion of our debenture and 80,000 shares of common stock issuable
pursuant to the exercise of warrants. The number of shares issuable upon
conversion of the debenture was calculated based on a conversion price of $3.36.
(2) Consists of warrants to purchase an aggregate of 10,000 shares of our common
stock.
(3) Consists of an estimated 232,143 shares of our common stock issuable upon
the conversion of our debenture and 27,734 shares of our common stock issuable
pursuant to the exercise of warrants. The number of shares issuable upon
conversion of the debenture was calculated based on a conversion price of $3.36.
(4) Consists of an estimated 65,476 shares of our common stock issuable upon the
conversion of our debenture and 7,822 shares of our common stock issuable
pursuant to the exercise of warrants. The number of shares issuable upon
conversion of the debenture was calculated based on a conversion price of $3.36.
PLAN OF DISTRIBUTION
The selling shareholders and their pledgees, donees, transferees and
other non-sale transferees may offer their shares at various times in one or
more of the following transactions:
- in the Nasdaq National Market;
- in the over-the-counter market; or
- in privately negotiated transactions
at prevailing market prices at the time of sale, at prices related to those
prevailing market prices, at negotiated prices or at fixed prices.
17
<PAGE>
The selling shareholders may also sell the shares under Rule 144
instead of under this prospectus, if Rule 144 is available for those sales.
We will not receive any proceeds from the sale of our common stock by
the selling shareholders.
The transactions in the shares covered by this prospectus may be
carried out by one or more of the following methods:
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
- purchases by a broker or dealer as principal, and the resale
by that broker or dealer for its account as part of the
distribution under this prospectus, including resale to
another broker or dealer;
- block trades in which the broker or dealer will attempt to
sell the shares as agent but may position and resell a
portion of the block as principal in order to facilitate the
transaction; or
- negotiated transactions between selling shareholders and
purchasers, with or without a broker or dealer.
As of the date of this prospectus, we are not aware of any agreement,
arrangement or understanding between any broker or dealer and any of the selling
shareholders with respect to the offer or sale of the shares under this
prospectus.
We have advised the selling shareholders that, during the time each is
engaged in distributing shares covered by this prospectus, each must comply with
the requirements of the Securities Act and the Exchange Act, including Rule
10b-5 and Regulation M. Under those rules and regulations, they:
- may not engage in any stabilization activity in connection
with our securities;
- must furnish each broker that offers common stock covered by
this prospectus with the number of copies of this prospectus
that are required by each broker; and
- may not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities other
than as permitted under the Exchange Act.
18
<PAGE>
We have agreed to indemnify and hold harmless each selling shareholder
against liabilities under the Securities Act, which may be based upon, among
other things, any untrue statement or alleged untrue statement of a material
fact or any omission or alleged omission of a material fact, unless made or
omitted in reliance upon written information provided to us by that selling
shareholder for use in this prospectus. We have agreed to bear the expenses
incident to the registration of the shares, other than selling discounts and
commissions.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Amended and Restated Articles of Organization eliminate, subject to
certain exceptions, the personal liability of our directors for monetary damages
for breaches of fiduciary duties as directors. Our Amended and Restated Articles
do not provide for the elimination of, or any limitation on, the personal
liability of a director for (i) any breach of the director's duty of loyalty to
Boston Biomedica and our shareholders; (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
certain unauthorized dividends, redemptions or distributions as provided under
Section 61 of the Massachusetts Business Corporation Law; (iv) certain loans of
company assets to any of our officers or directors as provided under Section 62
of the Massachusetts Business Corporation Law; or (v) any transaction from which
the director derived an improper personal benefit. This provision of our Amended
and Restated Articles of Organization will limit the remedies available to you
in the event of breaches of any director's duties to Boston Biomedica and our
shareholders. Our Amended and Restated Articles of Organization provide that we
may, either in our by-laws or by contract, provide for the indemnification of
directors, officers, employees and agents, by whomever elected or appointed, to
the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provisions, or otherwise, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
19
<PAGE>
LEGAL MATTERS
For the purpose of this offering, Brown, Rudnick, Freed & Gesmer,
Boston, Massachusetts, will pass upon the validity of the shares of common stock
covered under this prospectus.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1999 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.,
20549, in Chicago, Illinois and in New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public over the Internet on the SEC's website
at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933, as amended, with respect to the common stock offered
in connection with this prospectus. This prospectus does not contain all of the
information set forth in the registration statement. We have omitted parts of
the registration statement in accordance with the rules and regulations of the
SEC. For further information with respect to us and our common stock, you should
refer to the registration statement and to the exhibits and schedules filed as
part of the registration statement, as well as the documents discussed below.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete and, in each instance, you should
refer to the copy of the contract or document filed as an exhibit to or
incorporated by reference in the registration statement. Each statement as to
the contents of any contract or document is qualified in all respects by
reference to the contract or document itself. You may obtain copies of the
registration statement from the SEC's principal office in Washington,
20
<PAGE>
D.C. upon payment of the fees prescribed by the SEC, or you may examine the
registration statement without charge at the offices of the SEC described above.
The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents:
- Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
- Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000;
- Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000;
- The description of our common stock contained in our
registration statement on Form 8-A dated October 25, 1996; and
- Our Current Report on Form 8-K filed with the SEC on
September 8, 2000.
We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the termination of the offering to which this prospectus
relates.
You may request a copy of any or all of these filings, at no cost, by
writing or telephoning us at the following address:
Boston Biomedica, Inc.
375 West Street
West Bridgewater, MA 02379
(508) 580-1900
Attn: Investor Relations
21
<PAGE>
<TABLE>
<S> <C>
THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED
WITH THE SEC. YOU SHOULD RELY ONLY ON THE INFORMATION OR
REPRESENTATIONS PROVIDED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY INFORMATION THAT BOSTON BIOMEDICA, INC.
IS NOT CONTAINED IN THIS PROSPECTUS. THE SELLING SHAREHOLDERS
DESCRIBED IN THIS PROSPECTUS ARE NOT MAKING AN OFFER TO SELL
OR SOLICITING AN OFFER TO BUY ANY SHARES IN ANY JURISDICTION Up to 2,070,080 Shares of Common Stock
WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS
OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS.
PROSPECTUS
TABLE OF CONTENTS (Subject to Completion)
Summary 4
Risk Factors 5
Warnings Regarding Forward-Looking Statements 13
Use of Proceeds 14
Selling Shareholders 16
Plan of Distribution 17
Indemnification for Securities Act Liabilities 19
Legal Matters 20
Experts 20
Where You Can Find More Information 20
</TABLE>
II-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable by us in connection
with the sale and distribution of the securities registered hereby. All amounts
are estimated except the SEC and Nasdaq fees. We will bear all of the costs of
issuance and distribution as follows:
<TABLE>
<S> <C>
SEC Registration Fee................................. $ 2,937.44
Nasdaq Filing Fee.................................... $17,500.00
Accounting Fees and Expenses......................... $10,000.00
Legal Fees and Expenses.............................. $20,000.00
Costs of Printing and Engraving $ 1,000.00
Miscellaneous........................................ $ 526.56
=
Total....................................... $52,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our amended and restated by-laws include provisions to permit the
indemnification of our officers and directors for damages arising out of the
performance of their duties unless such damages arise out of the officer's or
director's failure to exercise his duties and to discharge the duties of his
office in good faith and in the reasonable belief that his action was in, or not
opposed to, the best interest of Boston Biomedica, and with respect to any
criminal action or proceeding, do not have reasonable cause to believe that his
conduct was unlawful.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C> <C>
4.1 Description of certificate for shares of Boston Biomedica common stock *
4.2 Form of Debenture **
4.3 Form of Warrant ***
4.4 Form of Registration Rights Agreement ****
4.5 Form of Securities Purchase Agreement *****
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer, P.C. filed herewith
23.1 Consent of PricewaterhouseCoopers LLP filed herewith
23.2 Consent of Brown, Rudnick, Freed & Gesmer, P.C. (included in Exhibit 5.1) filed herewith
24.1 Power of Attorney (included in the signature page to this registration filed herewith
statement)
</TABLE>
----------
*The above exhibit was previously filed as an exhibit of the same number to our
Registration Statement on Form S-1 (registration no. 333-10759), as amended,
filed on August 23, 1996 and is incorporated herein by reference.
**The above exhibit was previously filed as exhibit numbers 4.1, 4.6 and 4.7 to
our Current Report on Form 8-K filed on September 8, 2000 and is incorporated
herein by reference.
***The above exhibit was previously filed as exhibit numbers 4.2, 4.3, 4.4, 4.8
and 4.9 to our Current Report on Form 8-K filed on September 8, 2000 and is
incorporated herein by reference.
****The above exhibit was previously filed as exhibit numbers 4.5 and 4.10 to
our Current Report on Form 8-K filed on September 8, 2000 and is incorporated
herein by reference.
*****The above exhibit was previously filed as exhibit numbers 10.1 and 10.2 to
our Current Report on Form 8-K filed on September 8, 2000 and is incorporated
herein by reference.
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
(i) Not applicable.
(j) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this pre-effective
amendment number 2 to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of West Bridgewater,
Commonwealth of Massachusetts, on September 19, 2000.
BOSTON BIOMEDICA, INC.
By: /s/ Richard T. Schumacher
-------------------------
Richard T. Schumacher,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Richard
T. Schumacher his attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all documents (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, and, in connection
with any registration of additional; securities pursuant to Rule 462(b) under
the Securities Act of 1933, to sign any abbreviated registration statements and
any and all amendments thereto, and to file the same, with all exhibits thereto
and other documents in connection therewith, in each case, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do so and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Richard T. Schumacher Director and Principal Executive Officer September 19, 2000
-------------------------
Richard T. Schumacher
/s/ Kevin W. Quinlan Director and Principal Financial and September 19, 2000
-------------------- Accounting Officer
Kevin W. Quinlan
/s/ Francis E. Capitanio Director September 19, 2000
------------------------
Francis E. Capitanio
/s/ Calvin A. Saravis Director September 19, 2000
----------------------
Calvin A. Saravis, Ph.D.
/s/ William R. Prather Director and Treasurer September 19, 2000
----------------------
William R. Prather, R.Ph., M.D.
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C> <C>
4.1 Description of certificate for shares of Boston Biomedica common stock *
4.2 Form of Debenture **
4.3 Form of Warrant ***
4.4 Form of Registration Rights Agreement ****
4.5 Form of Securities Purchase Agreement *****
5.1 Legal Opinion of Brown, Rudnick, Freed & Gesmer, P.C. filed herewith
23.1 Consent of PricewaterhouseCoopers LLP filed herewith
23.2 Consent of Brown, Rudnick, Freed & Gesmer, P.C. (included in Exhibit 5.1) filed herewith
24.1 Power of Attorney filed herewith
----------
</TABLE>
*The above exhibit was previously filed as an exhibit of the same number to our
Registration Statement on Form S-1 (registration no. 333-10759), as amended,
filed on August 23, 1996 and is incorporated herein by reference.
**The above exhibit was previously filed as exhibit numbers 4.1, 4.6 and 4.7 to
our Current Report on Form 8-K filed on September 8, 2000 and is incorporated
herein by reference.
***The above exhibit was previously filed as exhibit numbers 4.2, 4.3, 4.4, 4.8
and 4.9 to our Current Report on Form 8-K filed on September 8, 2000 and is
incorporated herein by reference.
****The above exhibit was previously filed as exhibit numbers 4.5 and 4.10 to
our Current Report on Form 8-K filed on September 8, 2000 and is incorporated
herein by reference.
*****The above exhibit was previously filed as exhibit numbers 10.1 and 10.2 to
our Current Report on Form 8-K filed on September 8, 2000 and is incorporated
herein by reference.
