13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZhVUeuqlqdtQEIjBLMBatGxziTyPubmAQi4Rtd347G3NYTxMpTSZLfEUdaGWmKC uwAbBKC6hjMU09CnT+OrCw== 0000950103-05-001247.txt : 20050418 0000950103-05-001247.hdr.sgml : 20050418 20050418172124 ACCESSION NUMBER: 0000950103-05-001247 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSOURCE INTERNATIONAL INC CENTRAL INDEX KEY: 0000860451 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770340829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52879 FILM NUMBER: 05757522 BUSINESS ADDRESS: STREET 1: 542 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059870086 MAIL ADDRESS: STREET 1: 542 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIO RAD LABORATORIES INC CENTRAL INDEX KEY: 0000012208 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 941381833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 ALFRED NOBEL DR CITY: HERCULES STATE: CA ZIP: 94547 BUSINESS PHONE: 5107247000 SC 13D 1 apr0805_13d.htm 13D

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)

BIOSOURCE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

09066H104

(CUSIP Number)

Sanford S. Wadler, Esq.
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
(510) 724-7000

Copy to:

William M. Kelly
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

April 8, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

Page 1 of 5

CUSIP No. 09066H104

13D

Page 2 of 5 Pages

1	NAME OF REPORTING PERSONS Bio-Rad Laboratories, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-1381833
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 665,639
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 665,639
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,639
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8
14	TYPE OF REPORTING PERSON* CO

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, $ .001 par value per share (the “Common Stock”), of BioSource International, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 542 Flynn Road, Camarillo, California 93012.

Item 2. Identity and Background.

This statement on Schedule 13D is being filed by Bio-Rad Laboratories, Inc., a Delaware corporation (“Bio-Rad”).

Bio-Rad manufactures and supplies the life science research, healthcare, analytical chemistry and other markets with a broad range of products and systems used to separate complex chemical and biological materials and to identify, analyze and purify their components. The address of the principal business and the principal office of Bio-Rad is 1000 Alfred Nobel Drive, Hercules, California 94547. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Bio-Rad is set forth on Schedule A.

During the last five years, none of Bio-Rad, and to the best of Bio-Rad’s knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Bio-Rad has purchased the shares of Common Stock it beneficially owns in open market transactions at an aggregate purchase price of approximately $4,971,266. These purchases were funded through internally generated funds.

Item 4. Purpose of Transaction.

Bio-Rad acquired the shares of Common Stock to which this statement on Schedule 13D relates for the purpose of acquiring a significant equity position in the Issuer. In addition, Bio-Rad believed that ownership of the shares could facilitate a business combination between the Issuer and Bio-Rad. Bio-Rad has had discussions with the Issuer and other investors in the Issuer concerning further acquisitions of the Common Stock and a merger of the Issuer with Bio-Rad, and on April 6, 2005, Bio-Rad sent a letter (the “Letter”) to the Issuer proposing that Bio-Rad acquire all of the Issuer’s outstanding shares for $8.50 per share in cash. The Letter is attached hereto as Exhibit 1.

Bio-Rad intends to review its holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Common Stock, subsequent developments affecting the Issuer, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may at any time (as permitted by applicable law) determine to acquire through open market purchases or otherwise additional shares of Common Stock; sell shares of Common Stock through the open market or otherwise; or engage or participate in a transaction or series of transactions with the purpose or effect of influencing control of the Issuer. Such transactions may take place at any time with or without prior notice and may include, without limitation, entering into one or more privately negotiated acquisitions of additional shares of Common Stock, making a tender offer for some or all of the Common Stock, waging a proxy conte st for control of the board of directors of the Issuer or taking other actions that could have the purpose or effect of directly or indirectly influencing control of the Issuer. Bio-Rad has engaged, and/or may in the future engage, legal and other advisors to assist it in evaluating strategic alternatives that are or may become available with respect to its holdings in the Issuer.

Except as set forth in this Statement, none of the Reporting Persons has any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Page 3 of 5

Item 5. Interest in Securities of the Issuer.

(a) Bio-Rad has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 665,639 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock of the Issuer.

Except as set forth in this Item 5(a), none of Bio-Rad, and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any shares of Common Stock.

(b) Bio-Rad has sole power to vote and to dispose of 665,639 shares of Common Stock.

(d) Inapplicable.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

To the best knowledge of Bio-Rad, there are no contracts, arrangements, understandings or relationships (legal or otherwise), between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Letter dated April 6, 2005 from Bio-Source to the board of directors of the Issuer.

Page 4 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 18, 2005

Date


/s/ Sanford S. Wadler

Signature

Name:	Sanford S. Wadler
Title:	Vice President, General Counsel and Secretary

Page 5 of 5

EX-99.1 2 apr0805_13d-ex01.htm 13D

EXHIBIT 1

CONFIDENTIAL

April 6, 2005

Jean-Pierre L. Conte
Chairman of the Board
BioSource International, Inc.
542 Flynn Road
Camarillo, California 93012

Dear Mr. Conte:

I am writing to affirm Bio-Rad’s continued strong interest in acquiring BioSource and to propose an acquisition at a price of $8.50 per share in cash for each outstanding share that we do not already own. Bio-Rad currently owns close to 5% of BioSource’s outstanding shares.

On multiple occasions over the last two years, including most recently on Monday, April 4, we have expressed our desire to acquire BioSource. Although you have often stated your intention to sell BioSource at some point, on each of those occasions you have been unwilling to enter into merger negotiations with us or be specific on when you will initiate a sale process.

We believe that the time for a sale is now and that our proposal will offer significant value to BioSource’s stockholders—value in excess of what BioSource has been able to achieve on its own. Our proposal represents a 21% premium to the BioSource closing share price on April 5, 2005. Our proposal also looks very attractive when compared to BioSource’s long-term stock price performance, representing a 30% premium to the three-year average closing price.

We believe that this proposal represents a full, fair and compelling value for BioSource, and would be extremely well received by your stockholders.

In addition to the completion of customary due diligence, our proposal is conditioned on the negotiation of a mutually acceptable merger agreement. Our proposal has the full support of our board of directors and management team and is not subject to any financing condition. We are prepared to move quickly toward the execution of definitive transaction documents. With your cooperation, we believe we can conduct due diligence and negotiate a definitive merger agreement within two weeks.

We are simultaneously sending you our proposal to nominate a slate of directors for election at your 2005 annual meeting. Although it is our strong preference to negotiate a mutually acceptable merger agreement with BioSource, by delivering our proposal notice we are preserving our ability to pursue a proxy solicitation.

This proposal sets forth our current intent with respect to the acquisition of BioSource and is not meant to be binding on you or us unless we enter into a definitive merger agreement.

We are committed to acquiring BioSource and can move cooperatively and expeditiously to implement this transaction. We hope you will consider our proposal carefully. In light of the potential significance to the stockholders of BioSource and Bio-Rad of the matters set forth in this letter, we are making this letter public. We stand ready to work together with you.

	Very truly yours,

	BIO-RAD LABORATORIES, INC.


	By:	/s/ Norman Schwartz
		Norman Schwartz
		President and Chief Executive Officer

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS
OF BIO-RAD LABORATORIES, INC.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Bio-Rad Laboratories, Inc. (“Buyer”), are set forth below. If no business address is given the director’s or officer’s business address is 1000 Alfred Nobel Drive, Hercules, California 94547. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Buyer. All of the persons listed below are citizens of the United States of America.

Name and Business Address	Present Principal Occupation Including Name and Address¹ of Employer
Directors
James J. Bennett	Retired Chief Operating Officer and Executive Vice President of Buyer
Albert J. Hillmann	Of Counsel to the law firm of Townsend and Townsend and Crew
Ruediger Naumann-Etienne	Owner and Managing Director of Intertec Group and Chairman of Quinton Cardiology Systems
Philip L. Padou	Retired Chief Financial Officer and Vice President of Ozier Perry and Associates
Alice N. Schwartz	Retired
David Schwartz	Chairman of the Board of Buyer
Norman Schwartz	President and Chief Executive Officer of Buyer

Name and Business Address	Present Principal Occupation Including Name and Address¹of Employer
Executive Officers (Who Are Not Directors)
John Goetz	Vice President and Group Manager of Buyer
Sanford S. Wadler	Vice President, General Counsel and Secretary of Buyer
Christine A. Tsingos	Vice President and Chief Financial Officer of Buyer
Bradford J. Crutchfield	Vice President, Life Sciences, of Buyer
Ronald W. Hutton	Treasurer of Buyer
Giovanni Magni	Vice President and International Sales Manager of Buyer

¹Same address as director’ or officer’s business address except where indicated.

SCHEDULE B

TRANSACTIONS IN SHARES OF COMMON STOCK
OF THE ISSUER BY BUYER DURING THE PAST SIXTY DAYS

All purchases of shares of Common Stock set forth below were made by Bio-Rad.

Date of Transaction	Number of Common Stock Purchased	Nature of Purchase	Price Per Share	Aggregate Purchase Price

3/15/2005	20,400	open market	$6.93	$141,410.76
4/6/2005	13,390	open market	$9.65	$129,196.09
4/8/2005	39,713	open market	$9.50	$377,150.79
4/11/2005	103,315	open market	$9.53	$984,622.95
4/18/2005	40,243	open market	$9.53	$383,604.33

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