8-K 1 a2053530z8-k.htm FORM 8-K Prepared by MERRILL CORPORATION
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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: July 18, 2001
(Date of earliest event reported)

BIOSITE INCORPORATED
(formerly Biosite Diagnostics Incorporated)
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)		   000-21873
(Commission File Number)		   33-288606
(IRS Employer Identification No.)

11030 Roselle Street, San Diego, California 92121
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (858) 455-4808


ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

    Effective July 18, 2001, Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.) ("Fleet National Bank") and American Stock Transfer and Trust ("American"), amended ("Amendment No. 2") the Rights Agreement dated as of October 22, 1997, as amended by Amendment No. 1 as of December 9, 1999, between Biosite Incorporated and Fleet National Bank, as Rights Agent (the "Rights Agreement"). The following paragraphs summarize the principal amendments to the Rights Agreement as effectuated by Amendment No. 2. Capitalized terms not defined herein shall have the meanings as set forth in the Rights Agreement.

    1.  Fleet National Bank resigned as Rights Agent and American was appointed as successor Rights Agent under the Rights Agreement effective as of March 1, 2000.

    2.  The Purchase Price for each one-thousandth share of Preferred Stock pursuant to the exercise of a Rights is increased from $50.00 to $100.00.

    3.  The Final Expiration Date shall be extended from October 22, 2007 to June 1, 2011.


ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.

    (C)
    Exhibits.

        4.1 Rights Agreement dated as of October 22,1997 between Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.) which includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until the earlier of (i) a public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of securities representing 15% or more of the outstanding common stock or (ii) ten days after a person or a group of affiliated or associated persons has commenced or announced an intent to commence a tender offer or exchange offer which, upon consummation thereof, would cause such person or group to own beneficially securities representing 15% or more of the outstanding common stock (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A (File No. 000-21873) and incorporated herein by reference).

        4.2 Amendment No. 1 to Rights Agreement dated as of December 9, 1999, between Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent (filed as Exhibit 4.2 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (File No. 000-21873).

        4.3 Amendment No. 2 to Rights Agreement dated as of July 18, 2001, between Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.) and American Stock Transfer and Trust, as successor Rights Agent (filed as Exhibit 4.3 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (File No. 000-21873).

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SIGNATURE

    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.

    Dated: July 18, 2001

    BIOSITE INCORPORATED

 
 
By
 
/s/ CHRISTOPHER J. TWOMEY   
Christopher J. Twomey
 Vice President, Finance and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number
   Exhibit
4.1   Rights Agreement dated as of October 22,1997 between Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.) which includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until the earlier of (i) a public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of securities representing 15% or more of the outstanding common stock or (ii) ten days after a person or a group of affiliated or associated persons has commenced or announced an intent to commence a tender offer or exchange offer which, upon consummation thereof, would cause such person or group to own beneficially securities representing 15% or more of the outstanding common stock (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A (File No. 000-21873) and incorporated herein by reference).

4.2
 
Amendment No. 1 to Rights Agreement dated as of December 9, 1999, between Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent (filed as Exhibit 4.2 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (File No. 000-21873).

4.3
 
Amendment No. 2 to Rights Agreement dated as of July 18, 2001, between Biosite Incorporated (formerly Biosite Diagnostics Incorporated) and Fleet National Bank (f/k/a BankBoston, N.A.) and American Stock Transfer and Trust, as successor Rights Agent (filed as Exhibit 4.3 to Amendment No. 1 to the Company's Registration Statement on Form 8-A (File No. 000-21873).

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INDEX TO EXHIBITS