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
Date of Report (Date of earliest event reported): August 9, 2000
BIOSOURCE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21930 77-0340829
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
542 Flynn Road
Camarillo, California 93012
(Address of Principal Executive Offices)
(805) 987-0086
(Registrant's Telephone Number)
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ITEM 5. Other Events.
In connection with the appointments of Russell D. Hays and George Uveges
to the positions of Chief Executive Officer and Chief Operating Officer,
respectively, of BioSource International, Inc. (the "Registrant"), the
Registrant entered into a Securities Purchase Agreement, effective as of August
9, 2000, with Genstar Capital Partners II, L.P. (the "Investor"). The Investor
agreed to purchase from the Registrant 300,000 shares of the Registrant's Common
Stock at $15.00 per share. The Investor subsequently assigned its right to
purchase 66,667 of these shares of the Registrant's Common Stock to certain of
its affiliates. The Registrant also entered into a Securities Purchase
Agreement, effective as of August 9, 2000, with Russell D. Hays, pursuant to
which Mr. Hays agreed to purchase 40,000 shares of the Registrant's Common Stock
at $15,000 per share. Finally, the Registrant entered into a Securities Purchase
Agreement, effective as of September 5, 2000, with George Uveges, pursuant to
which Mr. Uveges agreed to purchase 11,428 shares of the Registrant's Common
Stock at $21.875 per share. The closing of the transactions described above
occurred as of September 28, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
Exhibit 4.1 Securities Purchase Agreement, effective as of August 9,
2000, between the Registrant and Genstar Capital
Partners II, L.P.
Exhibit 4.2 Amendment to Securities Purchase Agreement, dated as of
September 28, 2000, among the Registrant, Genstar Capital
Partners II, L.P., Jean-Pierre Conte, Richard Hoskins,
Richard Paterson and Robert Weltman.
Exhibit 4.3 Securities Purchase Agreement, effective as of August 9,
2000, between the Registrant and Russell D. Hays.
Exhibit 4.4 Securities Purchase Agreement, effective as of September
5, 2000, between the Registrant and George Uveges.
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Exhibit 4.5 Amendment to Investor Rights Agreement, dated September
18, 2000, among the Registrant, Genstar Capital Partners
II, L.P., Stargen II LLC, Russell D. Hays and George
Uveges.
Exhibit 4.6 Second Amendment to Investor Rights Agreement, dated
September 28, 2000, among the Registrant, Genstar Capital
Partners II, L.P., Stargen II LLC, Russell D. Hays,
George Uveges, Jean-Pierre Conte, Richard Hoskins,
Richard Paterson and Robert Weltman.
Exhibit 4.7 Rights Agreement Amendment, dated January 10, 2000,
between the Registrant and U.S. Stock Transfer
Corporation.
Exhibit 4.8 Second Amendment to Rights Agreement, dated September 28,
2000, between the Registrant and U.S. Stock Transfer
Corporation.
Exhibit 4.9 Waiver to Investor Rights Agreement, dated September 18,
2000.
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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.
October 25, 2000 BIOSOURCE INTERNATIONAL, INC.
By: /S/ CHARLES C. BEST
---------------------------
Charles C. Best
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION PAGE NUMBER
<S> <C> <C>
4.1 Securities Purchase Agreement, effective as of
August 9, 2000, between the Registrant and Genstar
Capital Partners II, L.P.
4.2 Amendment to Securities Purchase Agreement, dated
as of September 28, 2000, among the Registrant,
Genstar Capital Partners II, L.P., Jean-Pierre
Conte, Richard Hoskins, Richard Paterson and Robert
Weltman.
4.3 Securities Purchase Agreement, effective as of
August 9, 2000, between the Registrant and Russell
D. Hays.
4.4 Securities Purchase Agreement, effective as of
September 5, 2000, between the Registrant and
George Uveges.
4.5 Amendment to Investor Rights Agreement, dated
September 18, 2000, among the Registrant, Genstar
Capital Partners II, L.P., Stargen II LLC, Russell
D. Hays and George Uveges.
4.6 Second Amendment to Investor Rights Agreement,
dated September 28, 2000, among the Registrant,
Genstar Capital Partners II, L.P., Stargen II LLC,
Russell D. Hays, George Uveges, Jean-Pierre Conte,
Richard Hoskins, Richard Paterson and Robert
Weltman.
4.7 Rights Agreement Amendment, dated January 10, 2000,
between the Registrant and U.S. Stock Transfer
Corporation.
Page 5
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4.8 Second Amendment to Rights Agreement, dated
September 28, 2000, between the Registrant and U.S.
Stock Transfer Corporation.
4.9 Waiver to Investor Rights Agreement, dated September 18, 2000.
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