SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the registrant |x|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement | | Confidential, For Use of
|x| Definitive Proxy Statement the Commission Only (as
| | Definitive Additional Materials permitted by Rule 14a-6(e)(2)
| | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BIOSOURCE INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|x| No Fee Required
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
| | Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
Page 1
<PAGE>
BIOSOURCE INTERNATIONAL, INC.
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 16, 1999
-----------
TO OUR STOCKHOLDERS:
Notice is hereby given that the 1999 Annual Meeting of Stockholders of
BioSource International, Inc. (the "Company") will be held at the Spanish Hills
Country Club, 999 Crestview Ave., Camarillo, California 93010, on July 16, 1999
at 9:00 a.m., Pacific Standard time. The Annual Meeting is being held for the
following purposes:
1. To elect five directors to hold office for one year and until their
respective successors have been elected. The persons nominated by the
Board of Directors of the Company, James H. Chamberlain, Leonard M.
Hendrickson, John R. Overturf, Jr., David J. Moffa, Ph.D. and Robert
D. Weist, are described in the accompanying Proxy Statement;
2. To ratify the appointment of KPMG, LLP, as the Company's independent
public accountants for the year ending December 31, 1999; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Only stockholders of record of the Common Stock of the Company at the close
of business on May 17, 1999 are entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.
All stockholders of record are cordially invited to attend the Annual
Meeting in person. However, to ensure your representation at the Annual Meeting,
you are urged to mark, sign and return the enclosed Proxy as promptly as
possible in the postage prepaid envelope enclosed for that purpose. Any
stockholder of record attending the Annual Meeting may vote in person, even
though he or she has returned a Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ JAMES H. CHAMBERLAIN
--------------------------------------
James H. Chamberlain
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Camarillo, California
May 28, 1999
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS
POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES
REGISTERED IN DIFFERENT NAMES OR AT DIFFERENT ADDRESS, EACH CARD SHOULD BE
COMPLETED AND RETURNED.
Page 2
<PAGE>
BIOSOURCE INTERNATIONAL, INC.
820 FLYNN ROAD
CAMARILLO, CALIFORNIA 93012
(805) 987-0086
----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 16, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of BioSource International, Inc., a Delaware
corporation (the "Company"), for use at the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") to be held at Spanish Hills Country Club, 999 Crestview
Ave., Camarillo, California 93010, on July 16, 1999 at 9:00 a.m., Pacific
Standard time, and at any adjournments or postponements thereof, for the
purposes set forth herein and in the attached Notice of Annual Meeting of
Stockholders. Accompanying this Proxy Statement is the Board of Directors Proxy
for the Annual Meeting, which you may use to indicate your vote on the proposals
described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will
unless otherwise directed by the stockholder be voted in accordance with the
recommendations of the Board of Directors set forth in this Proxy Statement. A
stockholder of record may revoke his or her Proxy at any time before it is voted
either by filing with the Secretary of the Company, at its principal executive
offices, a written notice of revocation or a duly executed proxy bearing a later
date, or by attending the Annual Meeting and expressing a desire to vote his or
her shares in person.
The close of business on May 17, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting or at any adjournments or postponements of the Annual Meeting. At
May 17, 1999, 7,187,425 shares of Common Stock, par value $.001 per share, were
outstanding. The Common Stock is the only outstanding class of securities of the
Company entitled to vote at the Annual Meeting.
It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to stockholders on or about May 28, 1999.
VOTING PROCEDURES
A stockholder is entitled to cast one vote for each share of record held
on the record date on all matters to be considered at the Annual Meeting. The
five nominees for election as directors at the Annual Meeting who receive the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will be included in the number of shares present at the Annual Meeting
for the purpose of determining the presence of a quorum. Abstentions will be
counted toward the tabulation of votes cast on proposals submitted to
stockholders and will have the same effect as negative votes, while broker
non-votes will not be counted as votes cast for or against such matters.
<PAGE>
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors has
fixed the number of directors at five. At each annual meeting of stockholders,
five directors are elected, each for a one-year term. Five directors will be
elected at the Annual Meeting.
Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the nominees named below. If any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting or any
postponements or adjournments, the Proxies will be voted for such other
nominee(s) as shall be designated by the current Board of Directors to fill any
vacancy. The Company has no reason to believe that any nominee will be unable or
unwilling to serve if elected as a director.
The Board of Directors proposes the election of the following nominees
as directors:
James H. Chamberlain
Leonard M. Hendrickson
John R. Overturf, Jr.
David J. Moffa, Ph.D.
Robert D. Weist
If elected, each nominee is expected to serve until the 2000 Annual Meeting of
Stockholders. The five nominees for election as directors at the Annual Meeting
who receive the highest number of affirmative votes will be elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE.
Page 2
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth certain information with respect to the
nominees, continuing directors and executive officers of the Company as of June
3, 1999.
NAME AGE POSITION
- ---- --- --------
James H. Chamberlain 51 Chairman of the Board,
President, Chief Executive Officer,
Director and Director Nominee
Leonard M. Hendrickson (1) 51 Director and Director Nominee
John R. Overturf, Jr. (2) 38 Director and Director Nominee
David J. Moffa, Ph.D. (1) 56 Director and Director Nominee
Robert D. Weist (2) 59 Director and Director Nominee
Larry A. May 49 Chief Financial Officer,
Executive Vice President - Finance
Gus Davis 51 Chief Operating Officer,
Executive Vice President - Sales and
Marketing
Richard Buford 51 Secretary, Vice President - Human Resources
- ----------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
- ----------------------
Brief statements setting forth the principal occupation and employment
during the past five years, the year in which first elected as director and
other information concerning each nominee and the executive officers appear
below.
JAMES H. CHAMBERLAIN has served as Director, President and Chief
Executive Officer of the Company and its predecessor, BioSource Industries,
Inc., since it was founded in October 1989, and was elected as its Chairman of
the Board in November 1993. Previously, Mr. Chamberlain was Manager for Business
Development for Amgen, Inc., where he started and managed the Amgen Biologicals
Division. Mr. Chamberlain has held various executive positions with Browning
Ferris Industries and Amersham Corporation, a biomedical company, and was a
research biochemist for Wm. H. Rorer Pharmaceutical, a major pharmaceutical
company. He received his Bachelor of Arts degree from West Virginia University,
and studied biochemistry at the University of Pittsburgh.
LEONARD M. HENDRICKSON has been a Director of the Company since October
1993. Mr. Hendrickson is the President of Isotope Products Laboratories, a
privately held company, a position he has held since February 1992. From
February 1990 to January 1992, Mr. Hendrickson served as the principal
consultant for Microchemics, a marketing and business development consulting
firm which he founded. Prior to that time, Mr. Hendrickson served as the
Director of Marketing for Scicor, a diagnostics laboratory in Indianapolis, and
held various executive positions with Amersham Corporation. Mr. Hendrickson has
also held positions with Marion Laboratories, a pharmaceutical company, and
Standard Oil Company. Mr. Hendrickson holds a Bachelor of Science degree from
the University of Pennsylvania and a Masters in Business Administration from
American University in Washington D.C.
Page 3
<PAGE>
DAVID J. MOFFA, PH.D., has been a Director of the Company since April
1995. Dr. Moffa serves: as the Regional Director and as special projects
director for Lab Corporation of America, Inc. (Fairmont, WV), positions he has
held since 1982 and 1984, respectively; as Director of Medical Arts Lab/RBL, a
position he has held since 1985; and as Director of Lab Corporation of America,
Inc. (Altoona, PA), a position he has held since 1990. Dr. Moffa also serves as
an advisor and consultant to various diagnostic, scientific and health care
facilities, and is an owner and developer of GM Realty and Moffa Properties.
Prior to serving in his current positions, Dr. Moffa has served as a Director
and General Manager of BioMedical Reference and Roche BioMedical Labs, as
President, Chief Executive Officer and a Director of BioPreps Laboratories,
Inc., as Assistant Professor of Medical Biochemistry and Director of Dental
Biochemistry Programs at the West Virginia University School of Medicine, as NIH
Post Doctoral Fellow and Instructor in Medical Biochemistry as well as a
Graduate Research Assistant at the West Virginia University School of Medicine.
Dr. Moffa also serves on a number of committees and boards of directors of
various privately held companies and governmental offices. Dr. Moffa has
completed a post doctoral fellowship in Clinical Biochemistry at the West
Virginia University National Institutes of Health, holds a Ph.D in Medical
Biochemistry from the West Virginia University School of Medicine, a Masters of
Science degree in Biochemistry from West Virginia University and a Bachelor of
Arts degree in Pre-Medicine from West Virginia University.
JOHN R. OVERTURF, JR. has been a Director of the Company since September
1993. Mr. Overturf serves: as the President of R.O.I., Inc., a private
investment company, a position he has held since July 1993; and as President of
the Combined Penny Stock Fund, Inc., a closed-end stock market fund, a position
he has held since September 1996. From September 1993 until September 1996, Mr.
Overturf served as Vice President of The Rockies Fund, Inc., a closed-end stock
market fund. From June 1984 until February 1992, Mr. Overturf served as Vice
President of Colorado National Bank. Mr. Overturf holds a Bachelor of Science
degree in Finance from the University of Northern Colorado.
ROBERT D. WEIST has been a director of the Company since April 1996. Mr.
Weist has been President of Weist Associates (a management consulting firm)
since April 1992. From January 1986 through April 1992, Mr. Weist was a
consultant to and Senior Vice President, Administration, General Counsel and
Secretary of Amgen, Inc., having served as Vice President, General Counsel and
Secretary from March 1982 through January 1986. Mr. Weist holds a Juris Doctor
degree from New York University and a Masters in Business Administration from
the University of Chicago.
LARRY A. MAY became Executive Vice President - Finance and Chief
Financial Officer of the Company on June 1, 1998. Prior to joining BioSource,
Mr. May served in various capacities at Amgen, the world's largest biotechnology
company, from 1983 to May 31, 1998. From 1997 to May 1998, Mr. May served as
Treasurer of Amgen, and from 1988 to 1997, served as its Corporate
Controller/Chief Accounting Officer, and from 1983 to 1988, Mr. May served as
Corporate Controller of Amgen. Mr. May has also served as Vice President of
Finance-West Coast Operators for IDC Services, a company providing payroll and
accounting services to major advertising agencies, motion picture and television
production companies (1978-1983), was manager of accounting for Valley
Industries (1974-1978) and was a staff auditor and CPA for Arthur Anderson &
Company (1971-1974). Mr. May holds a BS degree in Business Administration and
Accounting from the University of Missouri.
GUS DAVIS became Executive Vice President - Sales and Marketing and
Chief Operating Officer of the Company in June 1995. From February 1994 until
June 1995, Mr. Davis served as Vice President of Sales and Marketing of the
Company. Prior to that time, since February 1993, Mr. Davis was employed as Vice
President of Sales and Marketing at Genosis BioTechnology, a company engaged in
the manufacture of oligonucleotides. From January 1983 to January 1993, Mr.
Davis was employed as the Midwestern Area Manager for Pharmacia BioTechnology, a
company involved in the sale of reagents and capital equipment used to purify
samples. Mr. Davis received his Bachelor of Science and Masters degree in
Biology and Chemistry from Sam Houston State University.
RICHARD O. BUFORD became Corporate Secretary of the Company in December
1998, and continues to serve as Vice President - Human Resources, a position he
has held since February 1993. From 1989 to 1992, Mr. Buford served as Vice
President of Operations for The Office Mart, a California regional commercial
furniture and office supply distributor. From 1978 to 1989, Mr. Buford held
various operational and administrative management positions with
Schwabacher/Frey, an office supply distribution unit of Hanson Industries, most
recently as Director
Page 4
<PAGE>
of Finance & Administration from 1984-1989. Mr. Buford received a Bachelors of
Arts and a Masters degree in English from the University of California at Santa
Barbara.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held six meetings during fiscal 1998. No director
attended less than 75% of all the meetings of the Board of Directors and those
committees on which he or she served in fiscal 1998.
The Board of Directors maintains an Audit Committee and a Compensation
Committee. The Audit Committee currently consists of Messrs. Overturf and Weist.
The Audit Committee recommends the engagement of the Company's independent
public accountants, reviews the scope of the audit to be conducted by such
independent public accountants, and meets with the independent public
accountants and the Chief Financial Officer of the Company to review matters
relating to the Company's financial statements, the Company's accounting
principles and its system of internal accounting controls, and reports its
recommendations as to the approval of the financial statements of the Company to
the Board of Directors. One meeting of the Audit Committee was held during the
year ended December 31, 1998.
The Compensation Committee currently consists of Messrs. Hendrickson and
Moffa. The Compensation Committee is responsible for considering and making
recommendations to the Board of Directors regarding executive compensation and
is responsible for administering the Company's stock option and executive
incentive compensation plans. One meeting of the Compensation Committee was held
during the year ended December 31, 1998.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company currently are paid $2,000 for each
Board meeting attended, and $1,000 per year for serving on a Board Committee.
The Company pays all out-of-pocket costs of attendance. In addition,
non-employee directors have received an annual grant of 4,000 non-statutory
stock options under the Company's 1993 Stock Incentive Plan, exercisable at the
fair market value of the Company's Common Stock on the date of grant, and which
fully vest on the date of grant.
Page 5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, as to the Chief Executive Officer and as
to each of the other two most highly compensated officers whose compensation
exceeded $100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to the Company in all
capacities for each of the three years ended December 31 indicated below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------- ----------------------
YEAR NUMBER OF
ENDED SECURITIES
DECEMBER UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION (1) 31, SALARY BONUS OPTIONS COMPENSATION
- ----------------------------------- -------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
James H. Chamberlain .............. 1998 $250,000 $ 25,000 100,000 $18,084(2)
Chairman of the Board 1997 154,000 42,500 -0- 13,608(3)
Chief Executive Officer and
President 1996 144,000 113,072 137,500 11,172(4)
Gus Davis ......................... 1998 $150,000 $ 8,000 14,500 $ 5,976(5)
Chief Operating Officer 1997 110,000 12,500 -0- 4,579(6)
and Executive Vice President 1996 95,000 20,000 -0- 3,600(7)
Larry A. May ...................... 1998 $ 87,500(8) -0- 100,000 $ 508(9)
Chief Financial Officer
and Executive Vice President
</TABLE>
- ----------
(1) For a description of employment agreements between certain executive
officers and the Company, see "Employment Agreements with Executive
Officers below.
(2) Consists of $11,616 for an auto lease paid by the Company, $4,740 for
country club membership dues paid by the Company and $1,728 for group life
insurance premiums paid by the Company.
(3) Consists of $8,172 for an auto lease paid by the Company, $3,950 for
country club membership dues paid by the Company and $1,486 for group life
insurance premiums paid by the Company.
(4) Consists of $7,222 for an auto lease paid by the Company and $3,950 for
country club membership dues paid by the Company.
(5) Consists of $5,400 for a car allowance paid by the Company and $576 for
group life insurance premiums paid by the Company.
(6) Consists of $3,600 for a car allowance paid by the Company and group life
insurance premiums paid by the Company.
(7) Consists of a car allowance paid by the Company. (8) Joined Company 6/1/98.
(9) Consists of group life insurance premiums paid by the Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding the grant
of stock options made during the fiscal year ended December 31, 1998 to the
Named Executive Officers.
Page 6
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
-------------------------------------------------------------------------------
<CAPTION>
POTENTIAL
REALIZABLE
VALUE OF
NUMBER OF PERCENT OF ASSUMED ANNUAL
SECURITIES TOTAL OPTIONS RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE OF PRICE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION APPRECIATION
NAME GRANTED(1) FISCAL YEAR(2) ($/SH.)(3) DATE FOR OPTION TERM (2)
- -------------------------- ---------- -------------- ----------- ---------- -------------------
5%($) 10%($)
----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
James H. Chamberlain...... 100,000 7.97% 2.5625 12/17/08 4.17 6.65
Gus Davis................. 25,000 1.99% 2.5625 12/17/08 4.17 6.65
Larry May................. 40,000 3.19% 6.625 06/01/08 10.79 17.18
60,000 4.78% 2.5625 12/17/08 4.17 6.65
</TABLE>
- ----------
(1) Options granted in 1998 vest over various periods. The options were granted
for a term of 10 years.
(2) Options covering an aggregate of 1,254,950 shares were granted to employees
of the Company and its subsidiary during the year ended December 31, 1998.
(3) The exercise price and the tax withholding obligations related to exercise
may be paid by delivery of already owned shares, subject to certain
conditions.
Page 7
<PAGE>
STOCK OPTIONS HELD AT FISCAL YEAR END
The following table sets forth, for those Named Executive Officers who
held stock options at fiscal year end, certain information regarding the number
of shares of Common Stock underlying stock options held at fiscal year end and
the value of options held at fiscal year end based upon the last reported sales
price of the Common Stock on NASDAQ market on December 31, 1998 ($2.9375 per
share). No stock options were exercised by any Named Executive Officer during
fiscal 1998.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME DECEMBER 31, 1998 DECEMBER 31, 1998 (1)
- ---- -------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
James H. Chamberlain........... 400,259 37,241 $ 240,625 $ -0-
Gus Davis...................... 89,478 522 96,907 752
Larry May...................... 60,000 40,000 22,800 -0-
</TABLE>
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
Effective as of January 2, 1998, James Chamberlain entered into an
employment agreement with the Company which superseded Mr. Chamberlain's
existing Employment Agreement dated January 2, 1996. The term of the Employment
Agreement is three years. Pursuant to the terms of the Employment Agreement, Mr.
Chamberlain is to receive an annual salary of $250,000 for each year of the
Agreement, an annual bonus determined in accordance with the Company's existing
management incentive plan, which is limited to $100,000 for each year of the
Agreement, and certain additional benefits.
In the event there is a "change of control" of the Company, Mr.
Chamberlain may terminate his employment agreement, in which case, the Company
is obligated to continue to pay Mr. Chamberlain his then-current base salary for
a period of 12 months following the effective date of such termination. A
"change of control" includes (i) the acquisition by any person or entity of
shares of capital stock of the Company entitled to exercise 35% or more of the
total voting power of the Company, (ii) the execution by the Company of an
agreement to sell or otherwise transfer all or substantially all of its assets
or the execution by the Company of an agreement to merge, consolidate or
reorganize with any other corporation or entity, which results in less than 75%
of the total voting power represented by the capital stock or other equity
interests of the corporation or entity to which the Company's assets are sold or
transferred or surviving such merger, consolidation or reorganization being held
by the persons and entities who were holders of common stock of the Company on
January 1, 1998, (iii) the issuance by the Company, otherwise than on a pro rata
basis, of additional shares of capital stock representing (after giving effect
to such issuance) more than 35% of the total voting power of the Company, or
(iv) if the persons who were the directors of the Company as of January 1, 1998
cease to comprise a majority of the Board of Directors of the Company.
STOCK OPTION PLAN
The Company adopted a Stock Option Plan (the "1993 Plan") in 1993. The
purpose of the 1993 Plan is to attract, retain and motivate employees of the
Company by giving them incentives which are linked directly to increases in the
value of the Common Stock of the Company. Each officer, director, full-time
employee and, under certain circumstances, consultant of the Company is eligible
to be considered for stock option grants under the 1993 Plan. The maximum number
of shares of Common Stock that may be issued pursuant to such grants under the
1993 Plan is 2,000,000, subject to certain adjustments to prevent dilution. Any
shares of Common Stock subject to an award which for any reason expires or
terminates unexercised are again available for issuance under the 1993 Plan.
The 1993 Plan authorizes the Compensation Committee to enter into any
type of arrangement with an eligible employee that, by its terms, involves or
might involve the issuance of (1) shares of Common Stock, (2) an
Page 8
<PAGE>
option, warrant, convertible security, stock appreciation right or similar right
with an exercise or conversion privilege at a price related to the Common Stock,
or (3) any other security or benefit with a value derived from the value of the
Common Stock. Any stock option granted may be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") or a nonqualified stock option. The 1993 Plan currently is administered
by the Compensation Committee of the Board of Directors of the Company. Subject
to the provisions of the 1993 Plan, the Compensation Committee will have full
and final authority to select the executives and other employees to whom awards
will be granted thereunder, to grant the awards and to determine the terms and
conditions of the awards and the number of shares to be issued pursuant thereto.
As of December 31, 1998, the Board had granted options covering an
aggregate of 3,468,950 of Common Stock to certain directors, officers and
employees of the Company, of which options to purchase 2,117,646 were
outstanding.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, requires the
Company's executive officers, directors, and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Executive officers, directors and greater-than-ten
percent stockholders are required by SEC regulations to furnish the Company with
all Section 16(a) forms they file. Based solely on its review of the copies of
the forms received by it and written representations from certain reporting
persons that they have complied with the relevant filing requirements, the
Company believes that, during the year ended December 31, 1998, all the
Company's executive officers, directors and greater-than-ten percent
stockholders complied with all Section 16(a) filing requirements, except that
James H. Chamberlain reported the disposition by gift of 2,000 shares of Common
Stock to the University of West Virginia on a Form 5 filed prior to February 15,
1999 with respect to the transaction which occurred on December 10, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
WITH DIRECTORS AND EXECUTIVE OFFICERS
The Company's Chairman of the Board, President, and Chief Executive
Officer, James H. Chamberlain, is indebted to the Company in the aggregate
principal amount of $350,000 as of May 10, 1999, which was the largest aggregate
amount of such indebtedness during fiscal 1998. The loan is represented by a
promissory note in the principal amount of $350,000, bearing interest at 5.9%
per annum. The loan provides for interest only payments, payable quarterly, with
all principal due upon demand. The Company also made loans in the amount of
$15,000 and $84,000 to Mr. Chamberlain which were repaid to the Company in full
in January and June 1998, respectively.
Page 9
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the percentage change in cumulative total
shareholder return of the Company's Common Stock during the period from December
31, 1993 to December 31, 1998, compared with the cumulative returns of the
NASDAQ Stock Market (US Companies) Index and the Russell 2000 Index. The
Comparison assumes $100 was invested on December 31, 1993 in the Common Stock
and in each of the foregoing indices. The stock price performance on the
following graph is not necessarily indicative of future stock price performance.
[GRAPHIC OMITTED]
BioSource Intl Inc. (BIOI)
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
<S> <C> <C> <C> <C> <C> <C>
BIOSOURCE INTERNATIONAL, INC. 100 60 249 301 279 129
NASDAQ STOCK MARKET (U.S.) 100 98 138 170 208 294
HAMBRECHT & QUIST BIOTECHNOLOGY 100 95 162 149 151 230
</TABLE>
Page 10
<PAGE>
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors recommended and the Board
has selected, subject to ratification by a majority vote of the shareholders in
person or by proxy at the annual meeting, the firm of KPMG, LLP (the "Auditors")
to continue as the Company's independent public accountant for the current
fiscal year ending December 31, 1999. The Auditors have served as the principal
independent public accounting firm utilized by the Company during the years
ended December 31, 1994, 1995, 1996, 1997 and 1998. The Company anticipates that
a representative of the Auditors will attend the Annual Meeting for the purpose
of responding to appropriate questions. At the Annual Meeting, a representative
of the Auditors will be afforded an opportunity to make a statement if the
Auditors so desire.
THE BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE ADOPTION OF PROPOSAL NO.
2. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL NO. 2
RATIFYING THE APPOINTMENT OF KPMG, LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
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OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 30, 1999 certain information
relating to the ownership of the Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of the Company's Common Stock, (ii) each of the Company's directors,
(iii) each of the Named Executive Officers, and (iv) all of the Company's
executive officers and directors as a group. Except as may be indicated in the
footnotes to the table and subject to applicable community property laws, each
such person has the sole voting and investment power with respect to the shares
owned. The address of each person listed is in care of the Company, 820 Flynn
Road, Camarillo, California 93012, unless otherwise set forth below such
person's name.
NUMBER OF SHARES OF
COMMON STOCK
NAME AND ADDRESS BENEFICIALLY OWNED (1) PERCENT (1)
----------------- ---------------------- -----------
James H. Chamberlain 808,667(2) 10.06%
Leonard M. Hendrickson 75,200(3) *
John R. Overturf, Jr. 63,000(4) *
David J. Moffa, Ph.D. 61,400(5) *
Robert D. Weist 53,000(6) *
Gus Davis 90,000(7) 1.12%
Larry A. May 80,833(8) 1.01%
Directors and executive officers as 1,292,223(9) 16.08%
a group (8persons)
- ----------
* Less than one percent.
(1) Under Rule 13d-3, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or
the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of Common Stock actually outstanding at
April 30, 1999.
(2) Includes (i) 420,311 shares of Common Stock reserved for issuance upon
exercise of stock options which are currently exercisable; (ii) 385,156
shares of Common Stock held in the Chamberlain Family Trust for which Mr.
Chamberlain serves as trustee; and (iii) 3,200 shares of Common Stock held
in Mr. Chamberlain's IRA Account.
(3) Includes (i) 63,000 shares of Common Stock reserved for issuance upon
exercise of stock options which are currently exercisable; (ii) 800 shares
of Common Stock; (iii) 4,000 shares of Common Stock held of record by two
of Mr. Hendrickson's minor children; and (iv) 7,400 shares of Common Stock
held in the Microchemics Simplified Employee Pension Plan.
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(4) Includes (i) 61,000 shares of Common Stock reserved for issuance upon
exercise of stock options which are currently exercisable; (ii) 2,000
shares of Common Stock.
(5) Includes (i) 55,000 shares of Common Stock reserved for issuance upon
exercise of stock options which are currently exercisable; (ii) 550 shares
of Common Stock held jointly with, or solely by, Dr. Moffa's spouse; and
(iii) 5,850 shares of Common Stock.
(6) Includes 53,000 shares of Common Stock reserved for issuance upon exercise
of stock options which are currently exercisable.
(7) Includes 90,000 shares of common stock reserved for issuance upon exercise
of stock options which are currently exercisable.
(8) Includes (i) 70,833 shares of shares of Common Stock reserved for issuance
upon exercise of stock options which are currently exercisable; and (ii)
10,000 shares of common stock held in the May Family Trust for which Mr.
May serves as trustee.
(9) Includes 849,118 shares of shares of Common Stock reserved for issuance
upon exercise of stock options which are currently exercisable.
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STOCKHOLDER PROPOSALS
Any stockholder of record who intends to present a proposal at the next
Annual Meeting of Stockholders for inclusion in the Company's Proxy Statement
and Proxy form relating to such Annual Meeting must submit such proposal to the
Company at its principal executive offices by January 3, 2000.
SOLICITATION OF PROXIES
It is expected that the solicitation of proxies will be primarily by
mail. The cost of solicitation by management will be borne by the Company. The
Company will reimburse brokerage firms and other persons representing beneficial
owners of shares for their reasonable disbursements in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors and officers, without additional compensation,
personally or by mail, telephone, telegram or otherwise for the purpose of
soliciting such proxies.
ANNUAL REPORT ON FORM 10-K
THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1998, WILL BE
MADE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO Larry may,
CHIEF FINANCIAL OFFICER, BIOSOURCE INTERNATIONAL, INC., 820 FLYNN ROAD,
CAMARILLO, CALIFORNIA 93012
ON BEHALF OF THE BOARD OF DIRECTORS
/S/ JAMES H. CHAMBERLAIN
-----------------------------------
James H. Chamberlain
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF FINANCIAL OFFICER
Camarillo, California
May 28, 1999
