SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FEBRUARY 16, 1999
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(Date of earliest event reported)
BIOSOURCE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21930 77-0340829
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(State or other juris- (Commission (IRS Employer
diction or incorporation) File Number) Identification No.)
820 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 987-0086
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ITEM 5. OTHER EVENTS.
On February 16, 1999, the Board of Directors of Biosource International,
Inc. (the "COMPANY") adopted a Stockholder Rights Plan (the "RIGHTS PLAN"). The
purpose of the Rights Plan is to deter certain coercive takeover tactics and
enable the Board of Directors to represent effectively the interests of
stockholders in the event of a takeover attempt. The Rights Plan does not deter
negotiated mergers or business combinations that the Board of Directors
determines to be in the best interests of the Company and its stockholders.
To implement the Rights Plan the Board of Directors declared a dividend
of one preferred share purchase right (a "RIGHT") for each outstanding share of
common stock (the "COMMON SHARES") of the Company. The dividend will be paid on
March 2, 1999 to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A Preferred Stock of the Company, par value $.001 per share (the
"PREFERRED SHARES"), at a price of $24.50 per one one-thousandth of a Preferred
Share, subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "RIGHTS AGREEMENT") between the Company and
U.S. Stock Transfer & Trust Corporation, as Rights Agent.
RIGHTS ATTACH TO COMMON SHARES INITIALLY
Initially and until a Distribution Date (as defined below) occurs, the
Rights are attached to all Common Shares and no separate Rights certificates
will be issued. During this initial period,
o the Rights are not exercisable;
o the Rights are transferred with the Common Shares and are not
transferable separately from the Common Shares;
o new Common Share certificates or book entry shares issued will
contain a notation incorporating the Rights Agreement by
reference; and
o the transfer of any Common Shares will also constitute the
transfer of the Rights associated with those Common Shares.
DISTRIBUTION OF RIGHTS
Separate certificates evidencing the Rights will be mailed to holders of
record of the Common Shares on the "DISTRIBUTION DATE." The Distribution Date is
the earlier to occur of the following three events (or such later date as may be
determined by the Board of Directors):
o the tenth day after a public announcement that a person or group
of affiliated or associated persons has acquired 15% or more of
the outstanding Common Shares (thereby becoming an "ACQUIRING
PERSON" under the Rights Plan); or
o the tenth day after the commencement of a tender offer or
exchange offer, or an announcement of a person's intent to
commence a tender or exchange offer, that would result in a
person or group beneficially owning 15% or more of the
outstanding Common Shares; or
o the tenth day after the filing by any person of a registration
statement with respect to a contemplated exchange offer to
acquire beneficial ownership of 15% or more of the outstanding
Common Shares.
Acquisitions by the following persons will not result in the person
becoming an Acquiring Person: The Company, any subsidiary or employee benefit
plan of the Company.
After the Distribution Date, the Rights will be tradable separately from
the Common Shares. After the Distribution Date and after the Company's right to
redeem (as described below) has expired, the Rights will be exercisable in two
different ways depending on the circumstances as set forth below.
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RIGHT TO PURCHASE COMPANY STOCK
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
that may be purchased upon exercise of each Right should approximate the value
of one Common Share. For convenience, the discussion relating to the Right to
Purchase Company Stock and the Right to Purchase Acquiring Person Stock, each
immediately below, is expressed in terms of the exercise of a Right to purchase
Common Shares.
If a person or group acquires 15% or more of the outstanding Common
Shares (thereby becoming an Acquiring Person) and the Company's redemption right
has expired, each holder of a Right (except those held by the Acquiring Person
and its affiliates and associates) will have the right to purchase, upon
exercise, Common Shares having a value equal to two times the exercise price of
the Right. In other words, the Rights holders other than the Acquiring Person
may purchase Common Shares at a 50% discount.
For example, at the exercise price of $24.50 per Right, each Right not
owned by an Acquiring Person would entitle its holder to purchase $49.00 worth
of Common Shares (or other consideration, as noted above) for $24.50. Assuming a
value of $3.00 per Common Share at such time, the holder of each valid Right
would be entitled to purchase 16 Common Shares for $24.50.
RIGHT TO PURCHASE ACQUIRING PERSON STOCK
Alternatively, if, in a transaction not approved by the Board of
Directors, the Company is acquired in a merger or other business combination or
50% or more of its assets or earning power are sold after a person or group has
become an Acquiring Person, and the Company's redemption right has expired,
proper provision will be made so that each holder of a Right will thereafter
have the right to purchase, upon exercise, that number of shares of common stock
of the acquiring company as have a market value of two times the exercise price
of the Right. In other words, a Rights holder may purchase the acquiring
company's common stock at a 50% discount.
EXCHANGE OF COMPANY STOCK FOR RIGHTS
At any time after any person or group becomes an Acquiring Person and
before the Acquiring Person acquires 50% or more of the outstanding Common
Shares, the Board of Directors may exchange the Rights (other than Rights owned
by the Acquiring Person which will have become void), in whole or in part, for
Common Shares for consideration per Right consisting of one-half of the
securities that otherwise would be issuable.
REDEMPTION
The Rights are redeemable by the Company, in whole but not in part, at a
price of $.001 per Right at any time up to and including the tenth day after the
time that a person or a group has become an Acquiring Person, subject to
extension of this redemption period by the Board of Directors. Immediately upon
redemption, the right to exercise will terminate and the only right of holders
will be to receive the redemption price.
EXPIRATION OF RIGHTS
The Rights will expire on January 31, 2009 unless the expiration date is
extended by amendment as described below or unless the Rights are earlier
redeemed or exchanged by the Company as described above.
AMENDMENTS
Prior to a Distribution Date, the terms of the Rights may be amended by
the Board of Directors in its discretion without the consent of the Rights
holders. After a Distribution Date, the Board of Directors may, subject to
certain limitations, amend the Rights Agreement to clarify or resolve any
ambiguity, defect or inconsistency, to shorten or lengthen any time period under
the Rights Agreement or to make other changes that do not adversely affect the
interests of the Rights holders (excluding the interests of Acquiring Persons).
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MISCELLANEOUS
The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are subject to
adjustment under certain circumstances.
Until a Right is exercised, a Rights holder, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
March 1, 1999. A copy of the Rights Agreement is available to Rights holders
free of charge upon request to the Corporate Secretary of the Company.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
4.1 Rights Agreement, dated as of February 25, 1999, between the
Company and U.S. Stock Transfer and Trust Corporation, as Rights
Agent. Incorporated by reference to Exhibit 1 to Form 8-A filed
March 1, 1999.
4.2 Form of Right Certificate (Exhibit A to the Rights Agreement
filed as Exhibit 1 hereto). Incorporated by reference to Exhibit
2 to Form 8-A filed March 1, 1999.
4.4 Summary of Share Purchase Rights (Exhibit B to the Rights
Agreement filed as Exhibit 1 hereto). Incorporated by reference
to Exhibit 3 to Form 8-A filed March 1, 1999.
99.1 Press Release, dated February 17, 1999, which announced the
adoption of the Rights Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
BIOSOURCE INTERNATIONAL, INC.
Dated: February 25, 1999 By: /S/ LARRY MAY
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Name: Larry May
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT PAGE NO.
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4.1 Rights Agreement, dated as of February 25, 1999,
between the Company and U.S. Stock Transfer and Trust
Corporation, as Rights Agent. Incorporated by reference
to Exhibit 1 to Form 8-A filed March 1, 1999.
4.2 Form of Right Certificate (Exhibit A to the Rights
Agreement filed as Exhibit 1 hereto). Incorporated
by reference to Exhibit 2 to Form 8-A filed March
1, 1999.
4.4 Summary of Share Purchase Rights (Exhibit B to the
Rights Agreement filed as Exhibit 1 hereto).
Incorporated by reference to Exhibit 3 to Form 8-A
filed March 1, 1999.
99.1 Press Release, dated February 17, 1999, which announced
the adoption of the Rights Plan.
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EXHIBIT 99.1
BIOSOURCE INTERNATIONAL ADOPTS STOCKHOLDER RIGHTS PLAN
CAMARILLO, Calif., Feb. 17 /PRNewswire/ -- BioSource International, Inc.
(Nasdaq: BIOI - NEWS) today announced that it had adopted a stockholders' rights
plan to protect the company and its stockholders from unsolicited attempts or
inequitable offers to acquire the company.
The rights plan has no immediate dilutive effect and does not diminish the
ability of the company or its stockholders to accept an offer for the company
approved by the board.
To implement this stockholder rights plan, the company has declared a dividend
distribution of one preferred share purchase right on each outstanding share of
BioSource common stock outstanding on March 2, 1999. Each right will entitle
stockholders to buy preferred stock at an exercise price of $24.50 which will
have a value of approximately two times the exercise price at the time of
exercise.
The rights will become exercisable (with certain limited exceptions provided in
the rights agreement) following the 10th day after: (a) a person or group
announces acquisition of 15 percent or more of the company's common stock, (b) a
person or group announces commencement of a tender offer the consummation of
which would result in ownership by the person or group of 15 percent or more of
the company's common stock, (c) the filing of a registration statement for any
such exchange offer under the Securities Act of 1933, as amended, or (d) the
company's board of continuing directors determines that a person is an "adverse
person," as defined in the rights plan. The buyer or any "adverse person" would
not be entitled to exercise rights under the rights plan. The effect will be to
discourage acquisitions of more than 15 percent of the company's common stock
without negotiations with the board of directors.
The company will be entitled to redeem the rights at $.001 per right at certain
times as provided in the rights agreement. The rights will expire on January 31,
2009.
In addition, if the company sells more than 50 percent of its assets or earning
power or is acquired in a merger or other business combination transaction in
which it is not the surviving corporation, the acquiring person must assume the
obligations under the rights, which will become exercisable upon the occurrence
of certain events to acquire preferred stock of the acquiring person at the
discounted price.
BioSource said the board has been considering adopting the rights plan since
late last year, and although the company has on occasion received unsolicited
indications of interest in the company, the rights plan is not in response to
any particular acquisition proposal, but rather is part of a long-term strategic
plan to discourage inequitable offers to acquire the company.
BioSource International, Inc. is engaged in the development, manufacture,
marketing and distribution of immunological reagents, test kits and
oligonucleotides used in biomedical research. The types of products supplied by
the company include a range of bioactive proteins, enzymes, substrates,
antibodies, human and murine cytokines, growth factors and a variety of assay
systems for the detection of biological molecules. These products focus on areas
of research such as immunology, AIDS and cancer. The company focuses its sales
efforts on academic, industrial and governmental laboratories.
