This document consists
of 12 pages, of which
this page is number 1.
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):
December 20, 1996
BIOSOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21930 77-0340829
- ----------------------------- ------------- ----------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
820 FLYNN ROAD CAMARILLO, CALIFORNIA 93012
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805)987-0086
PAGE 1
<PAGE>
This document consists
of 12 pages, of which
this page is number 2.
ITEM 5. OTHER EVENTS
Reference is made to the press releases of Registrant, issued on December 5, 6,
& 11, 1996 which contain information meeting the requirements of this Item 5,
and which are incorporated herein by this reference. Copies of the press
releases are attached to this Form 8-K as Exhibit "A".
PAGE 2
<PAGE>
This document consists
of 12 pages, of which
this page is number 3.
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.
December 20, 1996 BIOSOURCE INTERNATIONAL, INC.
By: /s/ Anna Anderson
-------------------------
Anna Anderson,
Chief Financial Officer
PAGE 3
<PAGE>
This document consists
of 12 pages, of which
this page is number 4.
COMPANY CONTACTS:
Anna Anderson, Chief Financial Officer
Aspasia Alexander, Investor Relations
805/987-0086, or <http://www.biosource.com>
PRESS CONTACT:
FS Communications
Matthew Schmidt
415/691-1488
BIOSOURCE INTERNATIONAL ANNOUNCES
NEW JAPANESE MARKET AGREEMENTS
Expanded Sales To Distributor and New Private-Label Manufacturing
Agreements Expected To Generate More Than $3 Million In 1997 Revenue
Camarillo, Calif-- December 11, 1996 -- BioSource International, Inc.
(NASDAQ: BIOI), today announced that its Japanese distribution partner, Iwaki
Glass, has signed a minimum purchase agreement for 1997. The agreement commits
Iwaki Glass to purchase no less than $2 million of BioSource-branded product
for resale in Japan. The purchase agreement will more than double BioSource's
revenues from its Japanese distributor, from approximately $0.8 million in the
current year.
BioSource also announced that it has begun implementing a strategy of
private-label manufacturing for separate Japanese companies, and has already
signed agreements with a number of firms. The cumulative potential revenue to
BioSource as a result of these agreements
-more-
PAGE 4
<PAGE>
This document consists
of 12 pages, of which
this page is number 5.
BIOSOURCE ANNOUNCES NEW JAPANESE MARKET AGREEMENTS/PAGE 2
is more than $1 million. As a result of both the expanded distribution
commitment and private-label agreements, the Company expects revenues in the
Japanese market to increase from approximately $1.4 million in 1996 to
approximately $3.25 million in 1997.
"Through three years of partnership with Iwaki Glass, BioSource has
established strong market presence and a reputation for quality and reliability
in the demanding Japanese market," said James H. Chamberlain, president and CEO
of BioSource International. "Planned additions to the product line in 1997,
including the introduction of test kits based on Polymerase Chain Reaction
technologies, will now help fuel the growth of our branded-product sales.
Concurrently, the new private-label agreements will allow us to develop new
source of revenue in an important market for biomedical research products."
BioSource International, Inc. is a Camarillo, Calif., based supplier of
immunological reagents and tests kits used in biomedical research. The Company
offers more than 1,300 products, including recombinant proteins, monoclonal
antibodies and ELISA assay kits to a variety of antigens, and custom DNA
segments (oligonucleotides). For the year ended December 31, 1995, BioSource
reported earnings of $1.16 million or $.20 per share, on revenues of $8.6
million. On June 5, 1996, the Company completed the acquisition of all of the
assets related to the in vitro business Medgenix Diagnostics, S.A., a Belgian
company and formed a wholly-owned
-more-
PAGE 5
<PAGE>
This document consists
of 12 pages, of which
this page is number 6.
BIOSOURCE ANNOUNCES NEW JAPANESE MARKET AGREEMENTS/PAGE 3
subsidiary, BioSource Europe, S.A., which holds all of the assets in
obligations acquired in the
transaction.
This News Release may contain forward-looking statements that involve
risks and uncertainties, including risks associated with regulatory approvals
and other risks described from time to time in reports filed by BioSource with
the Securities and Exchange Commission, including its most recently filed
Annual Report on Form 10-K.
###
PAGE 6
<PAGE>
This document consists
of 12 pages, of which
this page is number 7.
COMPANY CONTACTS:
Anna Anderson, Chief Financial Officer
Aspasia Alexander, Investor Relations
805/987-0086, or <http://www.biosource.com>
PRESS CONTACT:
FS Communications
Matthew Schmidt
415/691-1488
BIOSOURCE INTERNATIONAL ANNOUNCES
RESTRUCTURING OF EUROPEAN OPERATIONS
WILL TAKE ONE-TIME CHARGE IN FOURTH QUARTER,
EXPECTS TO ENHANCE PROFITABILITY IN 1997 AND BEYOND
Camarillo, Calif-- December 6, 1996 -- BioSource International, Inc.
(NASDAQ: BIOI), today announced that it will restructure certain operations of
BioSource Europe, S.A., its wholly-owned subsidiary headquartered in Fleurus,
Belgium. The Company said that the restructuring, primarily affecting
operations in Belgium and Italy, is intended to eliminate research and
development functions which are duplicative of the Company's United States
operations, and to transition its direct sales strategy in Italy to an
exclusive distribution arrangement. The restructuring, which includes limited
staff reductions, is expected to result in one-time charges estimated at $0.05
to $0.06 cents per share, all of which will be realized in the fourth quarter
of 1996.
"When we acquired the in vitro diagnostics business of Medgenix
Diagnostics, S.A. earlier this year, we indicated that we expected to incur a
significant amount of expense initially
-more-
PAGE 7
<PAGE>
This document consists
of 12 pages, of which
this page is number 8.
BIOSOURCE ANNOUNCES RESTRUCTURING OF EUROPEAN OPERATIONS/
PAGE 2
in connection with the consolidation of the research and development activities
of the two companies," said James H. Chamberlain, President and Chief Executive
Officer of BioSource International. "After six months of operating history, we
are happy with our overall performance in Europe, but we have found that the
initial changes we instituted have not sufficiently reduced the duplication of
effort that still exists with BioSource's U.S. operations."
Chamberlain also noted that, particularly in Italy, long payment terms,
governmental regulations and the market risks associated with bidding for
contracts or tenders introduce significant inefficiencies in a direct selling
strategy. As a result, the Company is negotiating an exclusive Distribution
Agreement with a major Italian diagnostic products company. This agreement is
expected to provide greater selling power in the future than the Company's
current strategy for that market.
With the contemplated restructuring charge, which will result primarily
from statutory severance payments in connection with the elimination of
personnel, the Company indicated that it will fall short of analysts
expectations for per share earnings for 1996, although it still expects to
dramatically improve its operating results when compared to 1995.
"We intended from the start to continuously review the performance of our
European operations," said Chamberlain. "While we are disappointed that these
restructuring charges
-more-
PAGE 8
<PAGE>
This document consists
of 12 pages, of which
this page is number 9.
BIOSOURCE ANNOUNCES RESTRUCTURING OF EUROPEAN OPERATIONS/
PAGE 3
somewhat dampen an otherwise tremendous year for us, we firmly believe the
assimilation of the Medgenix acquisition has positioned the Company well
throughout the European market. We further believe this fine tuning will
enhance shareholder value and increase profitability for 1997 and beyond."
BioSource International, Inc. is a Camarillo, California based supplier of
immunological reagents and tests kits used in biomedical research. The Company
offers more than 1,300 products, including recombinant proteins, monoclonal
anti-bodies and ELISA assay kits to a variety of antigens, and custom DNA
segments (oligonucleotides). For the year ended December 31, 1995, BioSource
reported earnings of $1.16 million or $.20 per share, on revenues of $8.6
million. On June 5, 1996, the Company completed the acquisition of all of the
assets related to the in vitro business Medgenix Diagnostics, S.A., a Belgian
company and formed a wholly-owned subsidiary, BioSource Europe, S.A., which
holds all of the assets in obligations acquired in the transaction.
This News Release may contain forward-looking statements that involve
risks and uncertainties, including risks associated with regulatory approvals
and other risks described from time to time in reports filed by BioSource with
the Securities and Exchange Commission, including its most recently filed
Annual Report on Form 10-K.
PAGE 9
<PAGE>
This document consists
of 12 pages, of which
this page is number 10.
COMPANY CONTACTS:
Anna Anderson, Chief Financial Officer
Aspasia Alexander, Investor Relations
805/987-0086, or <http://www.biosource.com>
BIOSOURCE PRESS CONTACT:
FS Communications
Matthew Schmidt
415/691-1488
UT SOUTHWESTERN MEDICAL CENTER AT DALLAS
Office of News and Public Information
Phil Schoch
214/648-3404
BIOSOURCE INTERNATIONAL SIGNS COLLABORATIVE
RESEARCH AGREEMENT WITH THE UNIVERSITY OF
TEXAS SOUTHWESTERN MEDICAL CENTER AT DALLAS
RESEARCH PROGRAM SEEKS TO IDENTIFY DNA SEGMENTS USEFUL
IN DIAGNOSIS AND THERAPY MONITORING FOR CERTAIN LEUKEMIAS, LYMPHOMA
Camarillo, Calif. -- December 5, 1996 -- BioSource International, Inc.
(Nasdaq: BIOI), today announced that it has signed a collaborative research
agreement with The University of Texas Southwestern Medical Center at Dallas.
The Company will provide funds to support research designed to identify DNA
primers and construct quantitative controls for Polymerase Chain Reaction (PCR)
amplification, and will obtain rights to use DNA primers and controls which are
identified in the program for the development of new test kits utilizing PCR
techniques to detect the chromosomal translocations found in specific types of
leukemias and lymphomas.
-more-
PAGE 10
<PAGE>
This document consists
of 12 pages, of which
this page is number 11.
BIOSOURCE SIGNS COLLABORATIVE AGREEMENT/PAGE 2
The principal investigator in the research program is Richard Scheuermann,
Ph.D., an assistant professor at the Medical Center and member of BioSource's
Scientific Advisory Board. Dr. Scheuermann's research is directed at
identifying oligonucleotides (DNA segments) believed useful in detecting
minimal residual disease in patients after therapy for certain leukemias and
non-Hodgkins lymphomas.
"Development of quantitative PCR assays is an important step in the
expansion of our product portfolio into molecular diagnostic products," said
James H. Chamberlain, chairman, president and chief executive officer of
BioSource International. "While the assays developed through this agreement
will initially be marketed as research products, we believe that it will be
possible to demonstrate their efficacy for diagnosis and monitoring of human
disease states."
Quantitative PCR assays are similar in concept to the antibody-based ELISA
test kits which comprise BioSource International's principal product line. PCR
testing is a potentially much more sensitive technique, since it is based on
amplification of genetic sequences that are normally undetectable in blood or
serum samples.
The research program and collaborative agreement extends for two years,
during which BioSource will provide a maximum of $100,000 in funding. Rights to
discoveries and any patents granted as a result of the joint development will
be owned by UT Southwestern, and will
-more-
PAGE 11
<PAGE>
This document consists
of 12 pages, of which
this page is number 12.
BIOSOURCE SIGNS COLLABORATIVE AGREEMENT/PAGE 3
be licensed to BioSource for its use in developing commercial diagnostic
products. BioSource has the right during a 120 day period following execution
of the collaborative agreement to negotiate an exclusive license with the
Medical Center.
BioSource International, Inc. is a Camarillo, Calif. based supplier of
immunological reagents and test kits used in biomedical research. The Company
offers more than 1,300 products, including recombinant proteins, monoclonal
antibodies and ELISA assay kits to a variety of antigens, and custom DNA
segments (oligonucleotides). For the year ended December 31, 1995, BioSource
reported earnings of $1.16 million, or $.20 per share, on revenues of $8.6
million. On June 5, 1996, the Company completed the acquisition of all of the
assets related to the in vitro business of Medgenix Diagnostics, S.A., a
Belgian company, and formed a wholly-owned subsidiary, BioSource Europe, S.A.,
which holds all of the assets and obligations acquired in the transaction.
This news release may contain forward-looking statements that involve
risks and uncertainties, including risks associated with regulatory approvals
and other risks described from time to time in reports filed by BioSource with
the Securities and Exchange Commission, including its most recently filed
Annual Report on Form 10-K.
###
PAGE 12
<PAGE>
