8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: September 27, 2007

(Date of earliest event reported)

BIO-RAD LABORATORIES, INC.

(exact name of registrant as specified in its charter)

Delaware	1-7928	94-1381833
(State or other jurisdiction of incorporation or organization)	Commission File Number:	(I.R.S. Employer Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of Principal executive offices, including zip code)

(510) 724-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Bio-Rad Laboratories, Inc. (the “Company”) entered into Amendment No. 2 to Amended and Restated Credit Agreement, dated as of September 27, 2007, but effective as of September 28, 2007 (“Amendment No. 2”), by and among the Company, the lenders referred to therein and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago), as lender and contractual representative), which amends certain provisions of its Amended and Restated Credit Agreement dated as of June 21, 2005, as amended on August 26, 2005 (the “Credit Agreement”), including (i) increasing the amount of borrowings permissible under the Credit Agreement to $200 million, which may be increased up to an additional $50 million under certain conditions, and (ii) amending certain covenants to permit the acquisition by the Company of DiaMed Holding AG, including but not limited to the incurrence of certain indebtedness and liens in connection with such acquisition.

The description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, which is filed as an exhibit to this report and incorporated by reference herein.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On October 1, 2007, the Company completed its acquisition of approximately 77.7% of the outstanding shares of DiaMed Holding AG pursuant to, and in accordance with, the terms of the Share Purchase Agreement, dated as of May 14, 2007 (the “Share Purchase Agreement”). The Company paid approximately 477 million Swiss francs in cash in connection with the acquisition.

The description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, which is filed as Exhibit 2.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2007 and incorporated by reference herein.

ITEM 7.01. REGULATION FD DISCLOSURE.

On October 2, 2007, the Company issued a press release announcing that it has completed its acquisition of approximately 77.7% of the outstanding shares of DiaMed Holding AG. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

The financial information required to be filed by Item 9.01 of Form 8-K in connection with the transaction described in Item 2.01 above will be filed by amendment not later than 71 calendar days after the date that the initial report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit Number	Description
4.1	Amendment No. 2 to Amended and Restated Credit Agreement dated as of September 27, 2007 among Bio-Rad Laboratories, Inc., the lenders referred to herein, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago), as lender and contractual representative.
99.1	Press Release of Bio-Rad Laboratories, Inc. dated October 2, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIO-RAD LABORATORIES, INC.
Date: October 3, 2007	By:	/s/ Christine A. Tsingos
		Christine A. Tsingos
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amendment No. 2 to Amended and Restated Credit Agreement dated as of September 27, 2007 among Bio-Rad Laboratories, Inc., the lenders referred to herein, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago), as lender and contractual representative.
99.1	Press Release of Bio-Rad Laboratories, Inc. dated October 2, 2007.

EX-4.1

Exhibit 4.1

EXECUTION COPY

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 2 (this “Amendment”) is entered into as of September 27, 2007 by and among BIO-RAD LABORATORIES, INC., a Delaware corporation (the “Borrower”), certain of the financial institutions party to the below-defined Credit Agreement (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as one of the Lenders and in its capacity as contractual representative (the “Agent”) on behalf of itself and the other Lenders.

RECITALS:

WHEREAS, the Borrower, the Lenders and the Agent have entered into that certain Amended and Restated Credit Agreement dated as of June 21, 2005 (the “Credit Agreement”);

WHEREAS, the Borrower wishes to amend the Credit Agreement in certain respects and the Lenders and the Agent are willing to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Credit Agreement.

2. Amendments to Credit Agreement. Upon the effectiveness of this Amendment in accordance with the provisions of Section 3 below, the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended to restate the definition of “Commitment” in its entirety follows:

“Commitment” means, for each Lender, the obligation of such Lender pursuant to Section 2.1 to make Revolving Loans and pursuant to Section 2.4.2 to purchase participations in Letters of Credit and pursuant to Section 2.5 to participate in Swing Line Loans not exceeding the amount set forth opposite its name on the Commitment Schedule or as set forth in any assignment agreement relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof.

(b) Section 1.01 of the Credit Agreement is hereby amended to insert the following new defined term therein in the appropriate alphabetical order:

“Commitment Schedule” means the Schedule attached hereto identified as such.

“DiaMed” means DiaMed Holding AG a stock corporation (Aktiengesellschaft) organized under Swiss law, registered in the commercial register of the canton of Freiburg under registration number CH-217-0530150-3 and having its corporate seat in Cressier, Switzerland.

“DiaMed Acquisition” means the acquisition by the Borrower, directly or indirectly, of all issued and outstanding shares of DiaMed.

(c) Section 2.6(B) of the Credit Agreement is hereby amended to delete the reference to “$200,000,000” set forth therein and to substitute “$250,000,000” therefor.

(d) Section 6.11 of the Credit Agreement is hereby amended to (1) redesignate clause (xiii) thereof as clause (xv) and to delete the reference to “(xii)” set forth therein and to substitute “(xiv)” therefor, and (2) insert new clauses (xiii) and (xiv) therein as follows:

(xiii) Intercompany Indebtedness of Bio-Rad Luxembourg S.à.r.l. to the Borrower with respect to the loan made to Bio-Rad Luxembourg S.à.r.l. by the Borrower in connection with the DiaMed Acquisition in an aggregate amount (together with the aggregate amount of outstanding Investments permitted under Section 6.14(ix)) not to exceed $500,000,000.

(xiv) Indebtedness of DiaMed in an aggregate amount not to exceed $60,000,000.

(e) Section 6.14(v) of the Credit Agreement is hereby amended to restate clause (A) thereof in its entirety as follows:

(A) (i) Permitted Acquisitions and (ii) the DiaMed Acquisition and

(f) Section 6.14 of the Credit Agreement is hereby amended to (1) redesignate clause (ix) thereof as clause (xi) and to delete the reference to “(i) through (viii)” set forth therein and to substitute “(i) through (x)” therefor and to delete the reference to “this clause (ix)” set forth therein and to substitute “this clause (xi)” therefor, and (ii) insert new clauses (ix) and (x) therein as follows:

(ix) Investments by the Borrower in Bio-Rad Luxembourg S.à.r.l. in connection with the DiaMed Acquisition in an aggregate amount (together with the aggregate amount of outstanding Intercompany Indebtedness permitted under Section 6.11(xiii)) not to exceed $500,000,000.

(x) Investments held by DiaMed in an aggregate amount not to exceed $25,000,000; provided that Investments made in reliance on this clause (x) may only remain outstanding under this clause (x) for the period beginning on the date that the Borrower acquires, directly or indirectly, greater than 50% of the issued and outstanding shares of DiaMed in connection with the DiaMed Acquisition and ending on the date ninety (90) days thereafter.

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(g) Section 6.15 of the Credit Agreement is hereby amended to (1) redesignate clause (xiii) thereof as clause (xv) and to delete the reference to “(xii)” set forth therein and to substitute “(xiv)” therefor, and (2) insert new clauses (xiii) and (xiv) therein as follows:

(xiii) Liens to secure Indebtedness permitted under Section 6.11(xiv).

(xiv) Liens assumed in connection with the DiaMed Acquisition, the aggregate amount of liabilities secured by which does not exceed $10,000,000; provided that Liens existing in reliance on this clause (xiv) may only remain in existence under this clause (xiv) for the period beginning on the date that the Borrower acquires, directly or indirectly, greater than 50% of the issued and outstanding shares of DiaMed in connection with the DiaMed Acquisition and ending on the date ninety (90) days thereafter.

(h) A new Commitment Schedule is hereby added to the Credit Agreement as set forth on Exhibit A hereto.

3. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof (the “Effective Date”) if, and only if, the Agent shall have received (i) duly executed originals of this Amendment from the Borrower and the Lenders and (ii) such other documents, instruments and legal opinions as are reasonably requested by the Agent in connection with this Amendment. Delivery of an executed counterpart of a signature page of this Amendment by e-mail or facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

4. Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lenders that, as of the Effective Date and giving effect to this Amendment:

(a) there exists no Default or Unmatured Default; and

(b) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of the Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date.

5. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness of this Amendment pursuant to Section 3 hereof, on and after the Effective Date each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import and each reference to the Credit Agreement in each other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby.

(b) Except as specifically waived or amended herein, all of the terms, conditions and covenants of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

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(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (i) any right, power or remedy of any Lender or the Agent under the Credit Agreement or any of the Loan Documents, or (ii) any Default or Unmatured Default under the Credit Agreement.

6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement.

8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the Lenders have executed this Amendment as of the date first above written.

BIO-RAD LABORATORIES, INC.,
as the Borrower
By:	/s/ Ronald W. Hutton
Name:	Ronald W. Hutton
Title:	Treasurer
JPMORGAN CHASE BANK, N.A.,
Individually as a Lender, as Principal Issuing Lender and as Administrative Agent
By:	/s/ Sanjna Daphtary
Name:	Sanjna Daphtary
Title:	Underwriter
WELLS FARGO BANK, N.A.,
Individually as a Lender and as a Syndication Agent
By:	/s/ Michael Jones
Name:	Michael Jones
Title:	Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.,
Individually as a Lender and as a Syndication Agent
By:	/s/ Peter Sitov
Name:	Peter Sitov
Title:	Senior Vice President

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ABN AMRO BANK N.V.,
Individually as a Lender and as a Documentation Agent
By:	/s/ Michele Costello
Name:	Michele Costello
Title:	Director
By:	/s/ Marc Brandyke
Name:	Marc Brandyke
Title:	Associate
BNP PARIBAS,
Individually as a Lender and as a Documentation Agent
By:	/s/ Katherine Wolfe
Name:	Katherine Wolfe
Title:	Managing Director
By:	/s/ Sandy Bertram
Name:	Sandy Bertram
Title:	Vice President
COMERICA BANK,
Individually as a Lender
By:	/s/ Don R. Carruth
Name:	Don R. Carruth
Title:	Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION,
Individually as a Lender
By:	/s/ Conan Schleicher
Name:	Conan Schleicher
Title:	Vice President

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THE NORTHERN TRUST COMPANY,
Individually as a Lender
By:	/s/ John E. Burda
Name:	John E. Burda
Title:	Vice President

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BIO-RAD COMPLETES THE PURCHASE OF DIAMED

HERCULES, CA – October 2, 2007 – Bio-Rad Laboratories, Inc. (AMEX: BIO and BIOb), a multinational manufacturer and distributor of life science research and clinical diagnostics products, announced today that it has completed the purchase of approximately 77.7% of the outstanding shares of DiaMed Holding AG for approximately 477 million Swiss francs. Bio-Rad entered into a definitive agreement to acquire these shares in May of this year. The transaction was subject to certain closing conditions, including regulatory approvals. DiaMed holds approximately 9.6% of its out-standing shares as treasury shares. Bio-Rad will conduct a tender offer to acquire the remaining 12.7% outstanding shares within the next 12 months.

DiaMed develops, manufactures and markets a complete line of reagents and instruments used in blood typing and screening. Founded in 1977 and based in Switzerland, DiaMed has annual sales of approximately U.S. $200 million to hospitals, clinical laboratories, and blood banks in more than 100 countries. Today, DiaMed has nearly 800 employees at various locations around the world.

“We are very pleased to have DiaMed join Bio-Rad,” said Norman Schwartz, Bio-Rad President and CEO. “DiaMed has an exceptional reputation for quality and customer care, and we believe the company and its portfolio of products will fit in well with Bio-Rad’s current diagnostics business.”

About Bio-Rad

Bio-Rad Laboratories, Inc. (AMEX: BIO and BIOb), has remained at the center of scientific discovery for more than 50 years manufacturing and distributing a broad range of products for the life science research and clinical diagnostics markets. The company is renowned worldwide among hospitals, universities, major research institutions, as well as biotechnology and pharmaceutical companies for its commitment to quality and customer service. Founded in 1952, Bio-Rad is headquartered in Hercules, California, and serves more than 85,000 research and industry customers worldwide through its global network of operations. The company employs over 5,000 people globally and had revenues of nearly $1.3 billion in 2006. For more information, visit www.bio-rad.com.

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Bio-Rad Completes the Purchase of DiaMed

Page 2

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, “believe,” “expect,” “may,” “will,” “intend,” “estimate,” “continue,” or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. For further information regarding the Company’s risks and uncertainties, please refer to the “Risk Factors” in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. Bio-Rad Laboratories, Inc. disclaims any obligation to update these forward-looking statements.

For more information contact:

Christine Tsingos, Vice President and Chief Financial Officer, or

Ron Hutton, Treasurer

Bio-Rad Laboratories, Inc.

510-724-7000

investor_relations@bio-rad.com