<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
BioSource International, Inc.
------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------
(Title of Class of Securities)
09066H104
---------
(CUSIP Number)
Genstar Capital LLC
555 California Street, Suite 4850
San Francisco, California 94104
(415) 834-2350
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Scott R. Haber
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111-2562
(415) 391-0600
February 15, 2000
--------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 39 Pages)
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 09066H104 PAGE 2 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Genstar Capital LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,719,518 shares of Common Stock (includes 1,456,976
OWNED BY shares of Common Stock issuable upon conversion of
Preferred Stock and 1,262,542 shares of Common Stock
EACH issuable upon exercise of Warrants)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0 shares of Common Stock
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,719,518 shares of Common Stock (includes 1,456,976
shares of Common Stock issuable upon conversion of
Preferred Stock and 1,262,542 shares of Common Stock
issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,719,518 shares of Common Stock (includes 1,456,976 shares of Common
Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of
Common Stock issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
- ------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 09066H104 PAGE 3 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Genstar Capital Partners II, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,719,518 shares of Common Stock (includes 1,456,976
OWNED BY shares of Common Stock issuable upon conversion of
Preferred Stock and 1,262,542 shares of Common Stock
EACH issuable upon exercise of Warrants)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0 shares of Common Stock
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,719,518 shares of Common Stock (includes 1,456,976
shares of Common Stock issuable upon conversion of
Preferred Stock and 1,262,542 shares of Common Stock
issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,719,518 shares of Common Stock (includes 1,456,976 shares of Common
Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of
Common Stock issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
PN
- ------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 09066H104 PAGE 4 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stargen II LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
52,682 shares of Common Stock (includes 28,224
OWNED BY shares of Common Stock issuable upon conversion of
Preferred Stock and 24,458 shares of Common Stock
EACH issuable upon exercise of Warrants)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0 shares of Common Stock
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
52,682 shares of Common Stock (includes 28,224
shares of Common Stock issuable upon conversion of
Preferred Stock and 24,458 shares of Common Stock
issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
52,682 shares of Common Stock (includes 28,224 shares of Common
Stock issuable upon conversion of Preferred Stock and 24,458 shares of
Common Stock issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
- ------------------------------------------------------------------------------
4
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 09066H104 PAGE 5 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jean-Pierre L. Conte
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,772,200 shares of Common Stock (includes 1,485,200
OWNED BY shares of Common Stock issuable upon conversion of
Preferred Stock and 1,287,000 shares of Common Stock
EACH issuable upon exercise of Warrants)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0 shares of Common Stock
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,772,200 shares of Common Stock (includes 1,485,200
shares of Common Stock issuable upon conversion of
Preferred Stock and 1,287,000 shares of Common Stock
issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,772,200 shares of Common Stock (includes 1,485,200 shares of Common
Stock issuable upon conversion of Preferred Stock and 1,287,000 shares
of Common Stock issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
5
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 09066H104 PAGE 6 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard F. Hoskins
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,772,200 shares of Common Stock (includes 1,485,200
OWNED BY shares of Common Stock issuable upon conversion of
Preferred Stock and 1,287,000 shares of Common Stock
EACH issuable upon exercise of Warrants)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0 shares of Common Stock
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,772,200 shares of Common Stock (includes 1,485,200
shares of Common Stock issuable upon conversion of
Preferred Stock and 1,287,000 shares of Common Stock
issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,772,200 shares of Common Stock (includes 1,485,200 shares of Common
Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of
Common Stock issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
6
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 09066H104 PAGE 7 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Paterson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,772,200 shares of Common Stock (includes 1,485,200
OWNED BY shares of Common Stock issuable upon conversion of
Preferred Stock and 1,287,000 shares of Common Stock
EACH issuable upon exercise of Warrants)
-----------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
9
PERSON 0 shares of Common Stock
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,772,200 shares of Common Stock (includes 1,485,200
shares of Common Stock issuable upon conversion of
Preferred Stock and 1,287,000 shares of Common Stock
issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,772,200 shares of Common Stock (includes 1,485,200 shares of Common
Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of
Common Stock issuable upon exercise of Warrants)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
7
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on January 20, 2000 (the
"Schedule 13D"), relating to shares of common stock, par value $0.001 per share
(the "Common Stock"), of BioSource International, Inc., a Delaware corporation
("BioSource" or the "Company"). Unless otherwise indicated, all capitalized
terms used herein but not defined herein shall have the same meanings as set
forth in the Schedule 13D.
Item 4. Purpose of Transaction.
-----------------------
Item 4 to the Schedule 13D is hereby amended in pertinent part as
follows:
Purchase Agreement
- ------------------
The closing of the sale of the shares of Series B Preferred Stock and
Warrants occurred on February 15, 2000 (the "Closing Date").
Investor Rights Agreement
- -------------------------
The Company, Genstar Capital Partners and Stargen executed the
Investor Rights Agreement on the Closing Date. Mr. Conte and Robert J. Weltman,
an executive of Genstar Capital, were elected as directors of the Company
effective on the Closing Date.
Certificate of Designations
- ---------------------------
The Certificate of Designations was filed with the Secretary of State
of the State of Delaware on February 4, 2000.
Warrants
- --------
The Warrants were issued to Genstar Capital Partners and Stargen on
the Closing Date. A copy of the Warrant issued to Genstar Capital Partners is
attached hereto as Exhibit 2 and is incorporated by reference herein. A copy of
the Warrant issued to Stargen is attached hereto as Exhibit 3 and is
incorporated by reference herein. The Warrants attached hereto as Exhibits 3
and 4 supersede the forms of Warrants that were filed as Exhibits to the
Schedule 13D.
8
<PAGE>
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 to the Schedule 13D is hereby amended and restated as follows:
(a), (b) Pursuant to the Purchase Agreement, Genstar Capital Partners
and Stargen (the "Investors") have purchased from the Company, and the Company
has issued and sold to the Investors, an aggregate of 371,300 Shares which are
initially convertible into 1,485,200 shares of Common Stock, representing 18.7%
of the 7,939,580 shares of Common Stock outstanding. Also pursuant to the
Purchase Agreement, the Investors purchased from the Company, and the Company
has issued and sold to the Investors, Warrants to purchase an aggregate of
1,287,000 shares of Common Stock, representing 13.9% of the shares of Common
Stock outstanding (assuming exercise of the Warrants). Assuming exercise of the
Warrants and conversion of the Shares into Common Stock, the Shares and Warrants
would represent, in the aggregate, 25.9% of the shares of Common Stock
outstanding.
Genstar Capital Partners and Stargen hold the following Shares and
Warrants:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Shares of Common Stock Percentage of Outstanding Shares
Number of Shares of Issuable Upon Conversion of (Assuming Conversion of the
Name of Investor Preferred Stock Preferred Stock Preferred Stock)
- ---------------- ------------------- -------------------------------- --------------------------------
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Genstar Capital Partners 364,244 1,456,976 15.5%
- -----------------------------------------------------------------------------------------------------------------------------------
Stargen 7,056 28,224 0.3%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Shares of Common Stock Issuable Upon Percentage of Outstanding Shares
Name of Investor Exercise of Warrants (Assuming Exercise of the Warrants)
- ---------------- ---------------------------------------------- -----------------------------------
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Genstar Capital Partners 1,262,542 13.7%
- -----------------------------------------------------------------------------------------------------------------------------------
Stargen 24,458 0.3%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Genstar Capital Partners has the sole power to dispose or direct the
disposition of the Shares and Warrants which it holds directly or the shares of
Common Stock issued upon conversion of such Shares or exercise of such Warrants.
Genstar Capital Partners has the power to vote or direct the vote of such Shares
on an as-converted basis, but does not have the power to
9
<PAGE>
vote or direct the vote of any of the shares of Common Stock which it would own
upon exercise of such Warrants prior to the receipt of such shares of Common
Stock upon exercise of such Warrants.
Genstar Capital is the sole general partner of Genstar Capital
Partners and in such capacity may be deemed to have the power to dispose or
direct the disposition of the Shares and Warrants held by Genstar Capital
Partners, and shares of Common Stock which Genstar Capital Partners would hold
upon conversion of such Shares or exercise of such Warrants, and to vote or
direct the vote of such Shares on an as-converted basis or such shares of Common
Stock.
Stargen has the sole power to dispose or direct the disposition of the
Shares and Warrants which it holds directly and the shares of Common Stock
issued upon conversion of such Shares or exercise of such Warrants. Stargen has
the power to vote or direct the vote of such Shares on an as-converted basis,
but does not have the power to vote or direct the vote of any of the shares of
Common Stock which it would own upon exercise of such Warrants prior to the
receipt of such shares of Common Stock upon exercise of such Warrants.
Messrs. Conte, Hoskins and Paterson are the managers and managing
directors of Genstar Capital and are members of Stargen, and Mr. Paterson is the
Administrative Member of Stargen, and in such capacity may be deemed to have the
power to dispose or direct the disposition of the Shares and Warrants held by
the Investors, and shares of Common Stock which the Investors would own upon
conversion of such Shares and exercise of such Warrants, and may be deemed to
have the power to vote or direct the vote of such Shares on an as-converted
basis or such shares of Common Stock.
The Reporting Persons may be deemed to be acting as a group in
relation to their respective holdings in BioSource, but do not affirm the
existence of any such group.
Except as set forth in this Item 5(a)-(b), each of the persons named
in this Item 5(a)-(b) disclaims beneficial ownership of any Common Stock owned
beneficially or of record by any other person named in this Item 5(a)-(b).
(c) Except as set forth herein, none of the Reporting Persons has
effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
10
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Item 6 to the Schedule 13D is hereby amended in pertinent part as
follows:
A copy of the Warrant issued to Genstar Capital Partners is attached
hereto as Exhibit 2 and is incorporated by reference herein. A copy of the
Warrant issued to Stargen is attached hereto as Exhibit 3 and is incorporated by
reference herein. The Warrants attached hereto as Exhibits 3 and 4 supersede
the forms of Warrants that were filed as Exhibits to the Schedule 13D.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Joint Filing Agreement (incorporated by reference to the
Schedule 13D).
Exhibit 2 Power of Attorney (incorporated by reference to the
Schedule 13D).
Exhibit 3 Warrant to Purchase Common Stock of BioSource
International, Inc., issued to Genstar Capital Partners II,
L.P. on the Closing Date.
Exhibit 4 Warrant to Purchase Common Stock of BioSource
International, Inc., issued to Stargen II LLC on the
Closing Date.
11
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 17, 2000
GENSTAR CAPITAL LLC
By: /s/ Jean-Pierre L. Conte
-------------------------
Name: Jean-Pierre L. Conte
Its: Managing Member
GENSTAR CAPITAL PARTNERS II, L.P.
By: Genstar Capital LLC, its general partner
By: /s/ Jean-Pierre L. Conte
-------------------------
Name: Jean-Pierre L. Conte
Its: Managing Member
STARGEN II LLC
By: /s/ Jean-Pierre L. Conte
-------------------------
Name: Jean-Pierre L. Conte
Its: Member
/s/ Jean-Pierre L. Conte
--------------------------
Jean-Pierre L. Conte
/s/ Jean-Pierre L. Conte
--------------------------
Jean-Pierre L. Conte
Attorney-in-fact for
Richard F. Hoskins
/s/ Jean-Pierre L. Conte
--------------------------
Jean-Pierre L. Conte
Attorney-in-fact for
Richard D. Paterson
12
<PAGE>
EXHIBIT INDEX
-------------
Exhibit 1 Joint Filing Agreement (incorporated by reference
to the Schedule 13D).
Exhibit 2 Power of Attorney (incorporated by reference to
the Schedule 13D).
Exhibit 3 Warrant to Purchase Common Stock of BioSource
International, Inc., issued to Genstar Capital Partners II,
L.P. on the Closing Date.
Exhibit 4 Warrant to Purchase Common Stock of BioSource
International, Inc., issued to Stargen II LLC on the
Closing Date.
13
<PAGE>
EXHIBIT 3
THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION
UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE
SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOSOURCE INTERNATIONAL, INC.
NO. February 15, 2000
THIS CERTIFIES THAT, for value received by BioSource International, Inc., a
Delaware corporation (the "Company"), GenStar Capital Partners II, LP, or its
-------
permitted registered assigns ("Holder"), is entitled, subject to the terms and
------
conditions of this Warrant, at any time or from time to time after the issuance
date of this Warrant (the "Effective Date"), and before 5:00 p.m. Pacific Time
--------------
on the fifth (5th) anniversary of the Effective Date (the "Expiration Date"), to
---------------
purchase from the Company 1,262,542 shares of Common Stock of the Company, at a
price per share of $7.77 (the "Purchase Price"). Both the number of shares of
--------------
Common Stock purchasable upon exercise of this Warrant and the Purchase Price
are subject to adjustment and change as provided herein.
1. CERTAIN DEFINITIONS. As used in this Warrant the following terms
shall have the following respective meanings:
1.1 "Fair Market Value" of a share of Common Stock as of a
-----------------
particular date shall mean:
(a) If traded on a securities exchange or the Nasdaq National
Market, the Fair Market Value shall be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange or market over the
five (5) trading days ending immediately prior to the applicable date of
valuation;
(b) If actively traded over-the-counter, the Fair Market Value
shall be deemed to be the average of the closing bid prices over the thirty
(30)-day period ending immediately prior to the applicable date of valuation;
and
(c) If there is no active public market, the Fair Market Value
shall be the value thereof, as agreed upon by the Company and the Holder;
provided, however, that if the Company and the Holder cannot agree on such
value, such value shall be determined by an independent valuation firm
experienced in valuing businesses such as the Company and jointly selected in
good faith by the Company and the Holder. Fees and expenses of the valuation
firm shall be paid for by the Company.
<PAGE>
1.2 "Registered Holder" shall mean any Holder in whose name this
-----------------
Warrant is registered upon the books and records maintained by the Company.
1.3 "Warrant" as used herein, shall include this Warrant and any
-------
warrant delivered in substitution or exchange therefor as provided herein .
1.4 "Common Stock" shall mean the Common Stock of the Company and any
------------
other securities at any time receivable or issuable upon exercise of this
Warrant.
2. EXERCISE OF WARRANT.
2.1 Payment. Subject to compliance with the terms and conditions of
-------
this Warrant and applicable securities laws, this Warrant may be exercised, in
whole or in part at any time or from time to time, on or before the Expiration
Date by the delivery (including, without limitation, delivery by facsimile) of
the form of Notice of Exercise attached hereto as Exhibit A (the "Notice of
--------- ---------
Exercise"), duly executed by the Holder, at the principal office of the Company,
- --------
and as soon as practicable after such date, surrendering
(a) this Warrant at the principal office of the Company, and
(b) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder; or
(iii) by a combination of (i) and (ii), of an amount equal to the product
obtained by multiplying the number of shares of Common Stock being purchased
upon such exercise by the then effective Purchase Price (the "Exercise Amount").
---------------
2.2 Net Issue Exercise. In lieu of the payment methods set forth in
------------------
Section 2.1(b) above, the Holder may elect to exchange all or some of this
- --------------
Warrant for shares of Common Stock equal to the value of the amount of the
Warrant being exchanged on the date of exchange. If Holder elects to exchange
this Warrant as provided in this Section 2.2, Holder shall tender to the Company
-----------
the Warrant for the amount being exchanged, along with written notice of
Holder's election to exchange some or all of the Warrant, and the Company shall
issue to Holder the number of shares of the Common Stock computed using the
following formula:
X = Y (A-B)
-----------
A
Where: X = the number of shares of Common Stock to be issued
to Holder.
Y = the number of shares of Common Stock purchasable
under the amount of the Warrant being exchanged (as
adjusted to the date of such calculation).
A = the Fair Market Value of one share of the Common
Stock.
B = Purchase Price (as adjusted to the date of such
calculation).
2.3 "Easy Sale" Exercise. In lieu of the payment methods set forth
-------------------
in Sections 2.1(b) and 2.2, above, when permitted by law and applicable
-----------------------
regulations (including Nasdaq and NASD rules), the Holder may pay the Purchase
Price through a "same day sale" commitment from the Holder (and if applicable a
broker-dealer that is a member of the National Association of
2
<PAGE>
Securities Dealers (an "NASD Dealer")), whereby the Holder irrevocably elects to
-----------
exercise this Warrant and to sell a portion of the shares so purchased to pay
the Purchase Price and the Holder (or, if applicable, the NASD Dealer) commits
upon sale (or, in the case of the NASD Dealer, upon receipt) of such shares to
forward the Purchase Price directly to the Company.
2.4 Stock Certificates; Fractional Shares. As soon as practicable on
-------------------------------------
or after the date of any exercise of this Warrant, the Company shall issue and
deliver to the person or persons entitled to receive the same a certificate or
certificates for the number of whole shares of Common Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share equal to such
fraction of the current Fair Market Value of one whole share of Common Stock as
of such date of exercise. No fractional shares or scrip representing fractional
shares shall be issued upon an exercise of this Warrant.
2.5 Partial Exercise; Effective Date of Exercise. In case of any
--------------------------------------------
partial exercise of this Warrant, the Company shall cancel this Warrant upon
surrender hereof and shall execute and deliver a new Warrant of like tenor and
date for the balance of the shares of Common Stock purchasable hereunder. This
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. The person
entitled to receive the shares of Common Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of record of such shares
as of the close of business on the date the Holder is deemed to have exercised
this Warrant.
2.6 Vesting. This Warrant shall vest fully upon issuance.
-------
3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the
exercise of this Warrant shall be validly issued, fully paid and non-assessable,
and the Company shall pay all taxes and other governmental charges that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any certificate for shares of Common Stock in any
name other than that of the Registered Holder of this Warrant, and in such case
the Company shall not be required to issue or deliver any stock certificate or
security until such tax or other charge has been paid, or it has been
established to the Company's reasonable satisfaction that no tax or other charge
is due.
4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of
shares of Common Stock issuable upon exercise of this Warrant (or any shares of
stock or other securities or property receivable or issuable upon exercise of
this Warrant) and the Purchase Price are subject to adjustment upon occurrence
of the following events:
4.1 Adjustment for Stock Splits, Stock Subdivisions or Combinations
---------------------------------------------------------------
of Shares. The Purchase Price of this Warrant shall be proportionally decreased
- ---------
and the number of shares of Common Stock issuable upon exercise of this Warrant
(or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally increased to reflect any stock split or
subdivision of the Company's Common Stock. The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company's Common
Stock.
3
<PAGE>
4.2 Adjustment for Dividends or Distributions of Stock or Other
-----------------------------------------------------------
Securities or Property. In case the Company shall make or issue, or shall fix
- ----------------------
a record date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of the Warrant)
payable in (a) securities of the Company or (b) assets or (c) cash dividends
paid or payable solely out of retained earnings, but only if such cash dividends
are Extraordinary Dividends (as defined below), then, in each such case, the
Holder of this Warrant on exercise hereof at any time after the consummation,
effective date or record date of such dividend or other distribution, shall
receive, in addition to the shares of Common Stock (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities, assets or cash to
which such Holder would have been entitled upon such date if such Holder had
exercised this Warrant on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such exercise, retained such
shares and all such additional securities, assets or cash distributed with
respect to such shares as aforesaid during such period giving effect to all
adjustments called for by this Section 4. "Extraordinary Dividends" shall mean
---------
dividends or distributions declared with respect to the Common Stock that are in
an amount greater than 3% of the aggregate Fair Market Value of the shares of
capital stock receiving such dividends as of the trading day prior to the
declaration of such dividends or distributions.
4.3 Reclassification. If the Company, by reclassification of
----------------
securities or otherwise, shall change any of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change, and the Purchase Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in this
Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any
- --------- -----------
conversion or redemption of the Common Stock which is the subject of Section
4.5. -------
- ---
4.4 Adjustment for Capital Reorganization, Merger or Consolidation.
--------------------------------------------------------------
In case of any capital reorganization of the capital stock of the Company (other
than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or any merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all the
assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Purchase Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 4. The foregoing provisions of this Section 4.4 shall similarly
--------- -----------
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect
4
<PAGE>
to the rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.
4.5 Conversion of Common Stock. In case all or any portion of the
--------------------------
authorized and outstanding shares of Common Stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant to the
Company's Certificate of Incorporation or otherwise, or the Common Stock
otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon
exercise hereof at any time after the date on which the Common Stock is so
redeemed or converted, reclassified or ceases to exist (the "Termination Date"),
----------------
shall receive, in lieu of the number of shares of Common Stock that would have
been issuable upon such exercise immediately prior to the Termination Date, the
securities or property that would have been received if this Warrant had been
exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant. Additionally, the Purchase
Price shall be immediately adjusted to equal the quotient obtained by dividing
(x) the aggregate Purchase Price of the maximum number of shares of Common Stock
for which this Warrant was exercisable immediately prior to the Termination Date
by (y) the number of shares of Common Stock of the Company for which this
Warrant is exercisable immediately after the Termination Date, all subject to
further adjustment as provided herein.
4.6 Issuances Below Purchase Price. In case the Company shall
------------------------------
issue or sell (a) Common Stock, (b) rights, warrants or options entitling the
holders thereof to subscribe for or purchase shares of Common Stock or (c) any
security convertible into Common Stock, in each case at a price, or having an
exercise or conversion price, per share less than the Purchase Price (excluding
any issuance for which an appropriate and full adjustment has been made pursuant
to Section 4.2), the Purchase Price shall be immediately reduced by multiplying
the Purchase Price by a fraction of which (A) the numerator shall be the number
of shares of Common Stock outstanding immediately prior to such issuance or sale
plus the number of shares of Common Stock which the aggregate consideration
received or receivable (I) for the total number of shares of Common Stock,
rights, warrants or options or convertible securities so issued or sold and (II)
upon the exercise or conversion of all such rights, warrants, options or
securities, would purchase at such Purchase Price, and (B) the denominator shall
be the number of shares of Common Stock outstanding immediately prior to such
issuance plus (without duplication) the number of shares of Common Stock subject
to all such rights, warrants, options and convertible securities, provided,
however, that as a result of the foregoing adjustment, the Purchase Price shall
in no event be reduced to a price less than $6.9375 per share, as may be
appropriately adjusted to reflect any stock split, stock dividend,
recapitalization or similar transaction involving the Common Stock after the
date hereof. The issuance of any shares of Common Stock or other rights,
warrants, options or convertible securities pursuant to (a) the effectuation of
a split or subdivision of the outstanding shares of Common Stock or a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock, (b) Common
Stock (or securities exercisable or convertible into Common Stock) issuable or
issued to employees, consultants or directors of the Company after the Purchase
Date directly or pursuant to a stock option plan or restricted stock plan
approved by the Board of Directors of the Company, (c) securities issued
pursuant to the conversion or exercise of convertible or exercisable securities
outstanding or deemed outstanding on the date of this Warrant, and (d)
securities issued or issuable in connection with the acquisition, merger,
consolidation, or other
5
<PAGE>
business combination by or of the Company with, by, or of any person, shall not
be deemed to constitute an issuance or sale to which this Section 4.6 applies.
5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the
Purchase Price, or number or type of shares issuable upon exercise of this
Warrant, the Chief Financial Officer or Controller of the Company shall compute
such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price. The Company shall promptly send (by facsimile and by either first class
mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Holder.
6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory
to the Company of the ownership of and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will execute and deliver in lieu thereof a new Warrant of like tenor as
the lost, stolen, destroyed or mutilated Warrant.
7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant such number of shares of Common Stock or other shares of capital stock
of the Company as are from time to time issuable upon exercise of this Warrant
and, from time to time, will take all steps necessary to amend its Certificate
of Incorporation to provide sufficient reserves of shares of Common Stock
issuable upon exercise of this Warrant, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to the Certificate of Incorporation. All such shares shall be duly
authorized, and when issued upon such exercise, shall be validly issued, fully
paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all
preemptive rights, except encumbrances or restrictions arising under federal or
state securities laws. Issuance of this Warrant shall constitute full authority
to the Company's Officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock upon the exercise of this Warrant.
8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this
Warrant and compliance with all applicable securities laws, this Warrant and all
rights hereunder may be transferred to any Registered Holder's parent,
subsidiary or affiliate, or, if the Registered Holder is a partnership, to any
partner of such Registered Holder, or, if the Registered Holder is a limited
liability company, to any member of such Registered Holder, in whole or in part,
on the books of the Company maintained for such purpose at the principal office
of the Company referred to above, by the Registered Holder hereof in person, or
by duly authorized attorney, upon surrender of this Warrant properly endorsed
and upon payment of any necessary transfer tax or other governmental charge
imposed upon such transfer. Upon any permitted partial transfer, the Company
will issue and deliver to the Registered Holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred. Each taker and holder
of this Warrant, by taking or holding the same, consents and agrees that when
this Warrant shall have been so endorsed, the person in possession of this
Warrant may be treated by the Company, and all other persons dealing with this
Warrant, as the absolute owner hereof for any purpose and as the person entitled
to exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.
6
<PAGE>
9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees
that, absent an effective registration statement filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
---
(the "Securities Act") covering the disposition or sale of this Warrant or the
--------------
Common Stock issued or issuable upon exercise hereof, as the case may be, and
registration or qualification under applicable state securities laws, such
Holder will not sell, transfer, pledge, or hypothecate any or all of this
Warrant or such Common Stock, as the case may be, unless either (i) the Company
has received an opinion of counsel, in form and substance reasonably
satisfactory to the Company, to the effect that such registration is not
required in connection with such disposition, (ii) the sale of such securities
is made pursuant to SEC Rule 144or (iii) such sale or transfer is to the
Holder's parent, subsidiary or affiliate, or, if the Holder is a partnership, to
any partner of such Holder, or, if the Holder is a limited liability company, to
any member of such Holder, pursuant to an exemption under the Securities Act.
10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the
Holder hereby represents, warrants and covenants that any shares of stock
purchased upon exercise of this Warrant shall be acquired for investment only
and not with a view to, or for sale in connection with, any distribution
thereof; that the Holder has had such opportunity as such Holder has deemed
adequate to obtain from representatives of the Company such information as is
necessary to permit the Holder to evaluate the merits and risks of its
investment in the Company; that the Holder is able to bear the economic risk of
holding such shares as may be acquired pursuant to the exercise of this Warrant
for an indefinite period; that the Holder understands that the shares of stock
acquired pursuant to the exercise of this Warrant will not be registered under
the Securities Act (unless otherwise required pursuant to exercise by the Holder
of the registration rights, if any, granted to the Registered Holder) and will
be "restricted securities" within the meaning of Rule 144 under the Securities
Act and that the exemption from registration under Rule 144 will not be
available for at least one (1) year from the date of exercise of this Warrant,
subject to any special treatment by the SEC for exercise of this Warrant
pursuant to Section 2.2, and even then will not be available unless a public
-----------
market then exists for the stock, adequate information concerning the Company is
then available to the public, and other terms and conditions of Rule 144 are
complied with; and that all stock certificates representing shares of stock
issued to the Holder upon exercise of this Warrant or upon conversion of such
shares may have affixed thereto a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
7
<PAGE>
11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company. In the absence of affirmative action by such Holder to purchase Common
Stock by exercise of this Warrant or Common Stock upon conversion thereof, no
provisions of this Warrant, and no enumeration herein of the rights or
privileges of the Holder hereof shall cause such Holder hereof to be a
stockholder of the Company for any purpose.
12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Holder that:
12.1 Due Authorization; Consents. All corporate action on the part
---------------------------
of the Company, its officers, directors and shareholders necessary for (a) the
authorization, execution and delivery of, and the performance of all obligations
of the Company under, this Warrant, and (b) the authorization, issuance,
reservation for issuance and delivery of all of the Common Stock issuable upon
exercise of this Warrant, has been duly taken. This Warrant constitutes a valid
and binding obligation of the Company enforceable in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar laws affecting creditors' rights
generally and to general equitable principles. All consents, approvals and
authorizations of, and registrations, qualifications and filings with, any
federal or state governmental agency, authority or body, or any third party,
required in connection with the execution, delivery and performance of this
Warrant and the consummation of the transactions contemplated hereby and
thereby, including, without limitation, the issuance and delivery of all of the
Common Stock issuable upon exercise of this Warrant, have been obtained.
12.2 Organization. The Company is a corporation duly organized,
------------
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power to own, lease and operate its property and
to carry on its business as now being conducted and as currently proposed to be
conducted.
12.3 Valid Issuance of Stock. The outstanding shares of the capital
-----------------------
stock of the Company are duly and validly issued, fully paid and non-assessable,
and such shares, and all outstanding options and other securities of the
Company, have been issued in full compliance with the registration and
prospectus delivery requirements of the Securities Act and the registration and
qualification requirements of all applicable state securities laws, or in
compliance with applicable exemptions therefrom, and all other provisions of
applicable federal and state securities laws, including without limitation,
anti-fraud provisions.
12.4 Governmental Consents. All consents, approvals, orders,
---------------------
authorizations or registrations, qualifications, declarations or filings with
any federal or state governmental authority on the part of the Company required
in connection with the consummation of the transactions contemplated herein,
including, without limitation, those under the Securities Act and all applicable
state securities laws, shall have been obtained prior to and be effective as of
the Effective Date.
12.5 Listing on Nasdaq or Securities Exchange. The Company shall use
----------------------------------------
its best efforts to list any shares of Common Stock issuable upon exercise of
this Warrant on Nasdaq or such other national securities exchange on which
shares of Common Stock are then listed. The Company will at its expense cause
all shares of Common Stock issued upon exercise of this Warrant to be listed on
Nasdaq and/or such other national securities exchange on which shares of Common
Stock are then listed at the time of such issuance and shall maintain such
listing.
8
<PAGE>
12.6 No Impairment. The Company further covenants that it will not,
-------------
by amendment of its Certificate of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
the Company.
13. NOTICES. Except as may be otherwise provided herein, all notices,
requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively deemed to have been duly given (a) when
hand delivered to the other party; (b) when received when sent by facsimile at
the address and number set forth below; (c) three business days after deposit in
the U.S. mail with first class or certified mail receipt requested postage
prepaid and addressed to the other party as set forth below; or (d) the next
business day after deposit with a national overnight delivery service, postage
prepaid, addressed to the parties as set forth below with next-business-day
delivery guaranteed, provided that the sending party receives a confirmation of
delivery from the delivery service provider.
<TABLE>
<CAPTION>
To Holder: To the Company:
<S> <C>
GenStar Capital Partners II, LP BioSource International, Inc.
820 Flynn Road
Camarillo, California 93012
Telephone No.: (805)
Facsimile No.: (805)
Attention: James Chamberlain
President and Chief Executive Officer
With copies to (which shall not constitute notice): With copies to (which shall not constitute notice):
Latham & Watkins Troop Steuber Pasich Reddick & Tobey, LLP
505 Montgomery Street, Suite 1900 2029 Century Park East, 24th Floor
San Francisco, CA 94111-2562 Los Angeles, CA 90067
Telephone No.: (415) 391-0600 Telephone No.: (310) 728-3222
Facsimile No.: (415) 395-8095 Facsimile No.: (310) 728-2222
Attention: Scott Haber, Esq. Attention: Scott W. Alderton, Esq.
</TABLE>
Each person making a communication hereunder by facsimile shall promptly confirm
by telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such communication. A party
may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 14 by giving the other party written
----------
notice of the new address in the manner set forth above.
14. HEADINGS. The headings in this Warrant are for purposes of
convenience in reference only, and shall not be deemed to constitute a part
hereof.
15. LAW GOVERNING. This Warrant shall be construed and enforced in
accordance with, and governed by, the laws of the State of California, with
regard to conflict of law principles of such state.
9
<PAGE>
16. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Registered Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock issuable
upon the exercise of this Warrant above the amount payable therefor upon such
exercise, and (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-
assessable shares of Common Stock upon exercise of this Warrant.
17. NOTICES OF RECORD DATE. In case:
17.1 the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the exercise of
this Warrant), for the purpose of entitling them to receive any dividend or
other distribution, or any right to subscribe for or purchase any shares of
stock of any class or any other securities or to receive any other right; or
17.2 of any consolidation or merger of the Company with or into
another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company to another corporation in
which holders of the Company's stock are to receive stock, securities or
property of another corporation; or
17.3 of any voluntary dissolution, liquidation or winding-up of the
Company; or
17.4 of any redemption or conversion of all outstanding Common Stock;
then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock or (such stock or
securities as at the time are receivable upon the exercise of this Warrant),
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. The Company shall use all reasonable
efforts to ensure such notice shall be delivered at least thirty (30) days prior
to the date therein specified.
18. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
19. COUNTERPARTS. For the convenience of the parties, any number of
counterparts of this Warrant may be executed by the parties hereto and each such
executed counterpart shall be, and shall be deemed to be, an original
instrument.
10
<PAGE>
20. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders of this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to holders of the Company's securities under any other
agreements, except rights that have been waived.
21. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a
Saturday, Sunday or legal holiday, the Expiration Date shall automatically be
extended until 5:00 p.m. the next business day.
22. ENTIRE AGREEMENT. This Warrant, the Securities Purchase Agreement
dated as of January 10, 2000 by and among the Company and the Holder, and the
Investor Rights Agreement dated as of the date of this Warrant by and among the
Company and the Holder, contain the sole and entire agreement and understanding
of the parties with respect to the entire subject matter of this Warrant, and
any and all prior discussions, negotiations, commitments and understandings,
whether oral or otherwise, related to the subject matter of this Warrant are
hereby merged herein.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of the Effective Date.
BIOSOURCE INTERNATIONAL, INC.
By: /s/ James H. Chamberlain
-------------------------------------------
James H. Chamberlain
President and Chief Executive Officer
11
<PAGE>
EXHIBIT A
---------
NOTICE OF EXERCISE
(To be executed upon exercise of Warrant)
BioSource International, Inc.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of BioSource International, Inc., as provided for therein, and
(check the applicable box):
[ ] tenders herewith payment of the exercise price in full in the form of
cash or a certified or official bank check in same-day funds in the
amount of $____________ for _________ such securities.
[ ] Elects the [Net Issue Exercise][Easy Sale Exercise] option pursuant to
Section 2.2 or 2.3 of the Warrant, and accordingly requests delivery of a
net of ______________ of such securities.
Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):
Name:
--------------------------------------------------------------------
Address:
--------------------------------------------------------------------
Signature:
--------------------------------------------------------------------
Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.
If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.
<PAGE>
EXHIBIT B
---------
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, hereby sells, assigns and transfers unto
____________________________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ____________________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company with respect to the number
of Warrants set forth below, with full power of substitution in the premises:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Name(s) of Assignee(s) Address # of Warrants
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.
Dated:
--------------------------------------------------------------------
Signature:
--------------------------------------------------------------------
Notice: The signature to the foregoing Assignment must correspond to the name
as written upon the face of this security in every particular, without
alteration or any change whatsoever; signature(s) must be guaranteed by an
eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to Securities and Exchange Commission Rule
17Ad-15.
<PAGE>
EXHIBIT 4
THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION
UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE
SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOSOURCE INTERNATIONAL, INC.
NO. February 15, 2000
THIS CERTIFIES THAT, for value received by BioSource International, Inc., a
Delaware corporation (the "Company"), Stargen II LLC, or its permitted
-------
registered assigns ("Holder"), is entitled, subject to the terms and conditions
------
of this Warrant, at any time or from time to time after the issuance date of
this Warrant (the "Effective Date"), and before 5:00 p.m. Pacific Time on the
--------------
fifth (5th) anniversary of the Effective Date (the "Expiration Date"), to
---------------
purchase from the Company 24,458 shares of Common Stock of the Company, at a
price per share of $7.77 (the "Purchase Price"). Both the number of shares of
--------------
Common Stock purchasable upon exercise of this Warrant and the Purchase Price
are subject to adjustment and change as provided herein.
1. CERTAIN DEFINITIONS. As used in this Warrant the following terms
shall have the following respective meanings:
1.1 "Fair Market Value" of a share of Common Stock as of a particular
-----------------
date shall mean:
(a) If traded on a securities exchange or the Nasdaq National
Market, the Fair Market Value shall be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange or market over the
five (5) trading days ending immediately prior to the applicable date of
valuation;
(b) If actively traded over-the-counter, the Fair Market Value
shall be deemed to be the average of the closing bid prices over the thirty
(30)-day period ending immediately prior to the applicable date of valuation;
and
(c) If there is no active public market, the Fair Market Value
shall be the value thereof, as agreed upon by the Company and the Holder;
provided, however, that if the Company and the Holder cannot agree on such
value, such value shall be determined by an independent valuation firm
experienced in valuing businesses such as the Company and jointly selected in
good faith by the Company and the Holder. Fees and expenses of the valuation
firm shall be paid for by the Company.
<PAGE>
1.2 "Registered Holder" shall mean any Holder in whose name this
-----------------
Warrant is registered upon the books and records maintained by the Company.
1.3 "Warrant" as used herein, shall include this Warrant and any
-------
warrant delivered in substitution or exchange therefor as provided herein.
1.4 "Common Stock" shall mean the Common Stock of the Company and any
------------
other securities at any time receivable or issuable upon exercise of this
Warrant.
2. EXERCISE OF WARRANT.
2.1 Payment. Subject to compliance with the terms and conditions of
-------
this Warrant and applicable securities laws, this Warrant may be exercised, in
whole or in part at any time or from time to time, on or before the Expiration
Date by the delivery (including, without limitation, delivery by facsimile) of
the form of Notice of Exercise attached hereto as Exhibit A (the "Notice of
--------- ---------
Exercise"), duly executed by the Holder, at the principal office of the Company,
- --------
and as soon as practicable after such date, surrendering
(a) this Warrant at the principal office of the Company, and
(b) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder; or
(iii) by a combination of (i) and (ii), of an amount equal to the product
obtained by multiplying the number of shares of Common Stock being purchased
upon such exercise by the then effective Purchase Price (the "Exercise Amount").
---------------
2.2 Net Issue Exercise. In lieu of the payment methods set forth in
------------------
Section 2.1(b) above, the Holder may elect to exchange all or some of this
- --------------
Warrant for shares of Common Stock equal to the value of the amount of the
Warrant being exchanged on the date of exchange. If Holder elects to exchange
this Warrant as provided in this Section 2.2, Holder shall tender to the Company
-----------
the Warrant for the amount being exchanged, along with written notice of
Holder's election to exchange some or all of the Warrant, and the Company shall
issue to Holder the number of shares of the Common Stock computed using the
following formula:
X = Y (A-B)
-----------
A
Where: X = the number of shares of Common Stock to be issued to
Holder.
Y = the number of shares of Common Stock purchasable under the
amount of the Warrant being exchanged (as adjusted to the
date of such calculation).
A = the Fair Market Value of one share of the Common Stock.
B = Purchase Price (as adjusted to the date of such
calculation).
2.3 "Easy Sale" Exercise. In lieu of the payment methods set forth
-------------------
in Sections 2.1(b) and 2.2, above, when permitted by law and applicable
-----------------------
regulations (including Nasdaq and NASD rules), the Holder may pay the Purchase
Price through a "same day sale" commitment from the Holder (and if applicable a
broker-dealer that is a member of the National Association of
2
<PAGE>
Securities Dealers (an "NASD Dealer")), whereby the Holder irrevocably elects to
-----------
exercise this Warrant and to sell a portion of the shares so purchased to pay
the Purchase Price and the Holder (or, if applicable, the NASD Dealer) commits
upon sale (or, in the case of the NASD Dealer, upon receipt) of such shares to
forward the Purchase Price directly to the Company.
2.4 Stock Certificates; Fractional Shares. As soon as practicable on
-------------------------------------
or after the date of any exercise of this Warrant, the Company shall issue and
deliver to the person or persons entitled to receive the same a certificate or
certificates for the number of whole shares of Common Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share equal to such
fraction of the current Fair Market Value of one whole share of Common Stock as
of such date of exercise. No fractional shares or scrip representing fractional
shares shall be issued upon an exercise of this Warrant.
2.5 Partial Exercise; Effective Date of Exercise. In case of any
--------------------------------------------
partial exercise of this Warrant, the Company shall cancel this Warrant upon
surrender hereof and shall execute and deliver a new Warrant of like tenor and
date for the balance of the shares of Common Stock purchasable hereunder. This
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. The person
entitled to receive the shares of Common Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of record of such shares
as of the close of business on the date the Holder is deemed to have exercised
this Warrant.
2.6 Vesting. This Warrant shall vest fully upon issuance.
-------
3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the
exercise of this Warrant shall be validly issued, fully paid and non-assessable,
and the Company shall pay all taxes and other governmental charges that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any certificate for shares of Common Stock in any
name other than that of the Registered Holder of this Warrant, and in such case
the Company shall not be required to issue or deliver any stock certificate or
security until such tax or other charge has been paid, or it has been
established to the Company's reasonable satisfaction that no tax or other charge
is due.
4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of
shares of Common Stock issuable upon exercise of this Warrant (or any shares of
stock or other securities or property receivable or issuable upon exercise of
this Warrant) and the Purchase Price are subject to adjustment upon occurrence
of the following events:
4.1 Adjustment for Stock Splits, Stock Subdivisions or Combinations
---------------------------------------------------------------
of Shares. The Purchase Price of this Warrant shall be proportionally decreased
- ---------
and the number of shares of Common Stock issuable upon exercise of this Warrant
(or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally increased to reflect any stock split or
subdivision of the Company's Common Stock. The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company's Common
Stock.
3
<PAGE>
4.2 Adjustment for Dividends or Distributions of Stock or Other
-----------------------------------------------------------
Securities or Property. In case the Company shall make or issue, or shall fix a
- ----------------------
record date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of the Warrant)
payable in (a) securities of the Company or (b) assets or (c) cash dividends
paid or payable solely out of retained earnings, but only if such cash dividends
are Extraordinary Dividends (as defined below), then, in each such case, the
Holder of this Warrant on exercise hereof at any time after the consummation,
effective date or record date of such dividend or other distribution, shall
receive, in addition to the shares of Common Stock (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities, assets or cash to
which such Holder would have been entitled upon such date if such Holder had
exercised this Warrant on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such exercise, retained such
shares and all such additional securities, assets or cash distributed with
respect to such shares as aforesaid during such period giving effect to all
adjustments called for by this Section 4. "Extraordinary Dividends" shall mean
---------
dividends or distributions declared with respect to the Common Stock that are in
an amount greater than 3% of the aggregate Fair Market Value of the shares of
capital stock receiving such dividends as of the trading day prior to the
declaration of such dividends or distributions.
4.3 Reclassification. If the Company, by reclassification of
----------------
securities or otherwise, shall change any of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change, and the Purchase Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in this
Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any
- --------- -----------
conversion or redemption of the Common Stock which is the subject of
Section 4.5.
- -----------
4.4 Adjustment for Capital Reorganization, Merger or Consolidation.
--------------------------------------------------------------
In case of any capital reorganization of the capital stock of the Company (other
than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or any merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all the
assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Purchase Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 4. The foregoing provisions of this Section 4.4 shall similarly
--------- -----------
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect
4
<PAGE>
to the rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.
4.5 Conversion of Common Stock. In case all or any portion of the
--------------------------
authorized and outstanding shares of Common Stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant to the
Company's Certificate of Incorporation or otherwise, or the Common Stock
otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon
exercise hereof at any time after the date on which the Common Stock is so
redeemed or converted, reclassified or ceases to exist (the "Termination Date"),
----------------
shall receive, in lieu of the number of shares of Common Stock that would have
been issuable upon such exercise immediately prior to the Termination Date, the
securities or property that would have been received if this Warrant had been
exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant. Additionally, the Purchase
Price shall be immediately adjusted to equal the quotient obtained by dividing
(x) the aggregate Purchase Price of the maximum number of shares of Common Stock
for which this Warrant was exercisable immediately prior to the Termination Date
by (y) the number of shares of Common Stock of the Company for which this
Warrant is exercisable immediately after the Termination Date, all subject to
further adjustment as provided herein.
4.6 Issuances Below Purchase Price. In case the Company shall issue
------------------------------
or sell (a) Common Stock, (b) rights, warrants or options entitling the holders
thereof to subscribe for or purchase shares of Common Stock or (c) any security
convertible into Common Stock, in each case at a price, or having an exercise or
conversion price, per share less than the Purchase Price (excluding any issuance
for which an appropriate and full adjustment has been made pursuant to Section
4.2), the Purchase Price shall be immediately reduced by multiplying the
Purchase Price by a fraction of which (A) the numerator shall be the number of
shares of Common Stock outstanding immediately prior to such issuance or sale
plus the number of shares of Common Stock which the aggregate consideration
received or receivable (I) for the total number of shares of Common Stock,
rights, warrants or options or convertible securities so issued or sold and (II)
upon the exercise or conversion of all such rights, warrants, options or
securities, would purchase at such Purchase Price, and (B) the denominator shall
be the number of shares of Common Stock outstanding immediately prior to such
issuance plus (without duplication) the number of shares of Common Stock subject
to all such rights, warrants, options and convertible securities; provided,
however, that as a result of the foregoing adjustment, the Purchase Price shall
in no event be reduced to a price less than $6.9375 per share, as may be
appropriately adjusted to reflect any stock split, stock dividend,
recapitalization or similar transaction involving the Common Stock after the
date hereof. The issuance of any shares of Common Stock or other rights,
warrants, options or convertible securities pursuant to (a) the effectuation of
a split or subdivision of the outstanding shares of Common Stock or a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock, (b) Common
Stock (or securities exercisable or convertible into Common Stock) issuable or
issued to employees, consultants or directors of the Company after the Purchase
Date directly or pursuant to a stock option plan or restricted stock plan
approved by the Board of Directors of the Company, (c) securities issued
pursuant to the conversion or exercise of convertible or exercisable securities
outstanding or deemed outstanding on the date of this Warrant, and (d)
securities issued or issuable in connection with the acquisition, merger,
consolidation, or other
5
<PAGE>
business combination by or of the Company with, by, or of any person, shall not
be deemed to constitute an issuance or sale to which this Section 4.6 applies.
5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the
Purchase Price, or number or type of shares issuable upon exercise of this
Warrant, the Chief Financial Officer or Controller of the Company shall compute
such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price. The Company shall promptly send (by facsimile and by either first class
mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Holder.
6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory
to the Company of the ownership of and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will execute and deliver in lieu thereof a new Warrant of like tenor as
the lost, stolen, destroyed or mutilated Warrant.
7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant such number of shares of Common Stock or other shares of capital stock
of the Company as are from time to time issuable upon exercise of this Warrant
and, from time to time, will take all steps necessary to amend its Certificate
of Incorporation to provide sufficient reserves of shares of Common Stock
issuable upon exercise of this Warrant, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to the Certificate of Incorporation. All such shares shall be duly
authorized, and when issued upon such exercise, shall be validly issued, fully
paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all
preemptive rights, except encumbrances or restrictions arising under federal or
state securities laws. Issuance of this Warrant shall constitute full authority
to the Company's Officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock upon the exercise of this Warrant.
8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this
Warrant and compliance with all applicable securities laws, this Warrant and all
rights hereunder may be transferred to any Registered Holder's parent,
subsidiary or affiliate, or, if the Registered Holder is a partnership, to any
partner of such Registered Holder, or, if the Registered Holder is a limited
liability company, to any member of such Registered Holder, in whole or in part,
on the books of the Company maintained for such purpose at the principal office
of the Company referred to above, by the Registered Holder hereof in person, or
by duly authorized attorney, upon surrender of this Warrant properly endorsed
and upon payment of any necessary transfer tax or other governmental charge
imposed upon such transfer. Upon any permitted partial transfer, the Company
will issue and deliver to the Registered Holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred. Each taker and holder
of this Warrant, by taking or holding the same, consents and agrees that when
this Warrant shall have been so endorsed, the person in possession of this
Warrant may be treated by the Company, and all other persons dealing with this
Warrant, as the absolute owner hereof for any purpose and as the person entitled
to exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.
6
<PAGE>
9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees
that, absent an effective registration statement filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
---
(the "Securities Act") covering the disposition or sale of this Warrant or the
--------------
Common Stock issued or issuable upon exercise hereof, as the case may be, and
registration or qualification under applicable state securities laws, such
Holder will not sell, transfer, pledge, or hypothecate any or all of this
Warrant or such Common Stock, as the case may be, unless either (i) the Company
has received an opinion of counsel, in form and substance reasonably
satisfactory to the Company, to the effect that such registration is not
required in connection with such disposition, (ii) the sale of such securities
is made pursuant to SEC Rule 144or (iii) such sale or transfer is to the
Holder's parent, subsidiary or affiliate, or, if the Holder is a partnership, to
any partner of such Holder, or, if the Holder is a limited liability company, to
any member of such Holder, pursuant to an exemption under the Securities Act.
10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the
Holder hereby represents, warrants and covenants that any shares of stock
purchased upon exercise of this Warrant shall be acquired for investment only
and not with a view to, or for sale in connection with, any distribution
thereof; that the Holder has had such opportunity as such Holder has deemed
adequate to obtain from representatives of the Company such information as is
necessary to permit the Holder to evaluate the merits and risks of its
investment in the Company; that the Holder is able to bear the economic risk of
holding such shares as may be acquired pursuant to the exercise of this Warrant
for an indefinite period; that the Holder understands that the shares of stock
acquired pursuant to the exercise of this Warrant will not be registered under
the Securities Act (unless otherwise required pursuant to exercise by the Holder
of the registration rights, if any, granted to the Registered Holder) and will
be "restricted securities" within the meaning of Rule 144 under the Securities
Act and that the exemption from registration under Rule 144 will not be
available for at least one (1) year from the date of exercise of this Warrant,
subject to any special treatment by the SEC for exercise of this Warrant
pursuant to Section 2.2, and even then will not be available unless a public
-----------
market then exists for the stock, adequate information concerning the Company is
then available to the public, and other terms and conditions of Rule 144 are
complied with; and that all stock certificates representing shares of stock
issued to the Holder upon exercise of this Warrant or upon conversion of such
shares may have affixed thereto a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
7
<PAGE>
11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company. In the absence of affirmative action by such Holder to purchase Common
Stock by exercise of this Warrant or Common Stock upon conversion thereof, no
provisions of this Warrant, and no enumeration herein of the rights or
privileges of the Holder hereof shall cause such Holder hereof to be a
stockholder of the Company for any purpose.
12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Holder that:
12.1 Due Authorization; Consents. All corporate action on the part
---------------------------
of the Company, its officers, directors and shareholders necessary for (a) the
authorization, execution and delivery of, and the performance of all obligations
of the Company under, this Warrant, and (b) the authorization, issuance,
reservation for issuance and delivery of all of the Common Stock issuable upon
exercise of this Warrant, has been duly taken. This Warrant constitutes a valid
and binding obligation of the Company enforceable in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar laws affecting creditors' rights
generally and to general equitable principles. All consents, approvals and
authorizations of, and registrations, qualifications and filings with, any
federal or state governmental agency, authority or body, or any third party,
required in connection with the execution, delivery and performance of this
Warrant and the consummation of the transactions contemplated hereby and
thereby, including, without limitation, the issuance and delivery of all of the
Common Stock issuable upon exercise of this Warrant, have been obtained.
12.2 Organization. The Company is a corporation duly organized,
------------
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power to own, lease and operate its property and
to carry on its business as now being conducted and as currently proposed to be
conducted.
12.3 Valid Issuance of Stock. The outstanding shares of the capital
-----------------------
stock of the Company are duly and validly issued, fully paid and non-assessable,
and such shares, and all outstanding options and other securities of the
Company, have been issued in full compliance with the registration and
prospectus delivery requirements of the Securities Act and the registration and
qualification requirements of all applicable state securities laws, or in
compliance with applicable exemptions therefrom, and all other provisions of
applicable federal and state securities laws, including without limitation,
anti-fraud provisions.
12.4 Governmental Consents. All consents, approvals, orders,
---------------------
authorizations or registrations, qualifications, declarations or filings with
any federal or state governmental authority on the part of the Company required
in connection with the consummation of the transactions contemplated herein,
including, without limitation, those under the Securities Act and all applicable
state securities laws, shall have been obtained prior to and be effective as of
the Effective Date.
12.5 Listing on Nasdaq or Securities Exchange. The Company shall
----------------------------------------
use its best efforts to list any shares of Common Stock issuable upon exercise
of this Warrant on Nasdaq or such other national securities exchange on which
shares of Common Stock are then listed. The Company will at its expense cause
all shares of Common Stock issued upon exercise of this Warrant to be listed on
Nasdaq and/or such other national securities exchange on which shares of Common
Stock are then listed at the time of such issuance and shall maintain such
listing.
8
<PAGE>
12.6 No Impairment. The Company further covenants that it will not,
-------------
by amendment of its Certificate of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
the Company.
13. NOTICES. Except as may be otherwise provided herein, all notices,
requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively deemed to have been duly given (a) when
hand delivered to the other party; (b) when received when sent by facsimile at
the address and number set forth below; (c) three business days after deposit in
the U.S. mail with first class or certified mail receipt requested postage
prepaid and addressed to the other party as set forth below; or (d) the next
business day after deposit with a national overnight delivery service, postage
prepaid, addressed to the parties as set forth below with next-business-day
delivery guaranteed, provided that the sending party receives a confirmation of
delivery from the delivery service provider.
<TABLE>
<CAPTION>
To Holder: To the Company:
<S> <C>
Stargen II LLC BioSource International, Inc.
820 Flynn Road
Camarillo, California 93012
Telephone No.: (805)
Facsimile No.: (805)
Attention: James Chamberlain
President and Chief Executive Officer
With copies to (which shall not constitute notice): With copies to (which shall not constitute notice):
Latham & Watkins Troop Steuber Pasich Reddick & Tobey, LLP
505 Montgomery Street, Suite 1900 2029 Century Park East, 24th Floor
San Francisco, CA 94111-2562 Los Angeles, CA 90067
Telephone No.: (415) 391-0600 Telephone No.: (310) 728-3222
Facsimile No.: (415) 395-8095 Facsimile No.: (310) 728-2222
Attention: Scott Haber, Esq. Attention: Scott W. Alderton, Esq.
</TABLE>
Each person making a communication hereunder by facsimile shall promptly confirm
by telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such communication. A party
may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 14 by giving the other party written
----------
notice of the new address in the manner set forth above.
14. HEADINGS. The headings in this Warrant are for purposes of
convenience in reference only, and shall not be deemed to constitute a part
hereof.
15. LAW GOVERNING. This Warrant shall be construed and enforced in
accordance with, and governed by, the laws of the State of California, with
regard to conflict of law principles of such state.
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<PAGE>
16. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Registered Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock issuable
upon the exercise of this Warrant above the amount payable therefor upon such
exercise, and (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-
assessable shares of Common Stock upon exercise of this Warrant.
17. NOTICES OF RECORD DATE. In case:
17.1 the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the exercise of
this Warrant), for the purpose of entitling them to receive any dividend or
other distribution, or any right to subscribe for or purchase any shares of
stock of any class or any other securities or to receive any other right; or
17.2 of any consolidation or merger of the Company with or into
another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company to another corporation in
which holders of the Company's stock are to receive stock, securities or
property of another corporation; or
17.3 of any voluntary dissolution, liquidation or winding-up of the
Company; or
17.4 of any redemption or conversion of all outstanding Common Stock;
then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock or (such stock or
securities as at the time are receivable upon the exercise of this Warrant),
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. The Company shall use all reasonable
efforts to ensure such notice shall be delivered at least thirty (30) days prior
to the date therein specified.
18. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
19. COUNTERPARTS. For the convenience of the parties, any number of
counterparts of this Warrant may be executed by the parties hereto and each such
executed counterpart shall be, and shall be deemed to be, an original
instrument.
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20. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders of this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to holders of the Company's securities under any other
agreements, except rights that have been waived.
21. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a
Saturday, Sunday or legal holiday, the Expiration Date shall automatically be
extended until 5:00 p.m. the next business day.
22. ENTIRE AGREEMENT. This Warrant, the Securities Purchase Agreement
dated as of January 10, 2000 by and among the Company and the Holder, and the
Investor Rights Agreement dated as of the date of this Warrant by and among the
Company and the Holder, contain the sole and entire agreement and understanding
of the parties with respect to the entire subject matter of this Warrant, and
any and all prior discussions, negotiations, commitments and understandings,
whether oral or otherwise, related to the subject matter of this Warrant are
hereby merged herein.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of the Effective Date.
BIOSOURCE INTERNATIONAL, INC.
By: /s/ James H. Chamberlain
---------------------------------------------
James H. Chamberlain
President and Chief Executive Officer
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EXHIBIT A
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NOTICE OF EXERCISE
(To be executed upon exercise of Warrant)
BioSource International, Inc.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of BioSource International, Inc., as provided for therein, and
(check the applicable box):
[ ] tenders herewith payment of the exercise price in full in the form of
cash or a certified or official bank check in same-day funds in the
amount of $____________ for _________ such securities.
[ ] Elects the [Net Issue Exercise][Easy Sale Exercise] option pursuant to
Section 2.2 or 2.3 of the Warrant, and accordingly requests delivery of a
net of ______________ of such securities.
Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):
Name:
----------------------------------------------------------------
Address:
----------------------------------------------------------------
Signature:
----------------------------------------------------------------
Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.
If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.
<PAGE>
EXHIBIT B
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ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, hereby sells, assigns and transfers unto
____________________________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ____________________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company with respect to the number
of Warrants set forth below, with full power of substitution in the premises:
<TABLE>
<CAPTION>
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Name(s) of Assignee(s) Address # of Warrants
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.
Dated:
-----------------------------------------------------------------
Signature:
-----------------------------------------------------------------
Notice: The signature to the foregoing Assignment must correspond to the name
as written upon the face of this security in every particular, without
alteration or any change whatsoever; signature(s) must be guaranteed by an
eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to Securities and Exchange Commission Rule
17Ad-15.
