BIOSOURCE INTERNATIONAL INC
8-K, 1998-12-24
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       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 9 1998


                          BIOSOURCE INTERNATIONAL, INC.
               (Exact Name of Registrant as Specified in Charter)


          Delaware                    000-21930                77-0340829
(State or Other Jurisdiction         (Commission             (IRS Employer
      of Incorporation)              File Number)         Identification No.)


                                 820 Flynn Road
                           Camarillo, California 93012
                    (Address of Principal Executive Offices)

                                 (805) 987-0086
                         (Registrant's Telephone Number)



<PAGE>



ITEM 2:  ACQUISITION OR DISPOSTION OF ASSETS.

On December 9, 1998, BioSource International, Inc. ("BioSource"),  pursuant to a
stock purchase agreement, acquired one-hundred percent (100%) of the outstanding
capital stock of Quality Controlled Biochemicals,  Inc. ("QCB"), a Massachusetts
corporation.   QCB  is  a   manufacturer   of   phosphoptides,   phosphorylation
state-specific   antibodies,   custom  peptides  and  antibodies  for  academic,
biotechnology and pharmaceutical  research.  BioSource paid approximately  $13.5
million in cash to the  stockholders of QCB for all of the  outstanding  capital
stock of QCB (the "QCB Stock").  BioSource  financed the  acquisition of the QCB
Stock by borrowing $13.0 million pursuant to a newly established credit facility
with Union Bank of California.  The remaining $500,000 of the purchase price was
paid with cash held by the Company.



<PAGE>



                                   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 24, 1998                           BIOSOURCE INTERNATIONAL, INC.



                                            By: /S/  JAMES CHAMBERLAIN
                                                -------------------------------
                                                 James Chamberlain
                                                 Chief Executive Officer



<PAGE>



                                  EXHIBIT INDEX
                                  -------------

Exhibits                                                          Page Number
- --------                                                          -----------

(a)  Financial Statements of QCB*

(b)  Pro Forma Financial Information*

- ------------------------------------------------------------------------------
* To be filed no later than February 6, 1998




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