SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934

(Amendment No. 2)

Biosite Incorporated

(Name of Subject Company)

Biosite Incorporated

(Name of Person Filing Statement)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

090945 10 6
(CUSIP Number of Class of Securities)

Kim D. Blickenstaff
Chairman and Chief Executive Officer
Biosite Incorporated
9975 Summers Ridge Road
San Diego, California 92121
(858) 805-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)

With copies to:

David B. Berger, Esq.	Frederick T. Muto, Esq.
Vice President, Legal Affairs	Jason L. Kent, Esq.
Biosite Incorporated	Cooley Godward Kronish LLP
9975 Summers Ridge Road	4401 Eastgate Mall
San Diego, California 92121	San Diego, California 92121
(858) 805-2000	(858) 550-6000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Item 6. Interest in Securities of the Subject Company.
	Item 8. Additional Information.
	Item 9. Exhibits.
SIGNATURE
EXHIBIT (a)(1)(J)
EXHIBIT (a)(1)(k)

This Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Biosite Incorporated, a Delaware corporation (“Biosite”), with the Securities and Exchange Commission (the “SEC”) on May 29, 2007, as amended by Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on June 4, 2007 (the Schedule 14D-9, as previously filed with the SEC and as the same is amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer made by Inca Acquisition, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Inverness Medical Innovations, Inc. (“Inverness”), disclosed in a Tender Offer Statement on Schedule TO, dated May 29, 2007, to purchase all of the outstanding shares of common stock, $0.01 par value per share (the “Common Stock”), of Biosite at a purchase price of $92.50 per share, net to the seller in cash, plus if the first time that Purchaser accepts for payment any Common Stock tendered pursuant to the tender offer (the “Acceptance Time”) shall not have occurred on or prior to Monday, July 2, 2007, an amount of cash equal to $0.015205 per share per day for each day during the period commencing on Tuesday, July 3, 2007 through the Acceptance Time (the “Offer”). The Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 29, 2007 (as the same has been or is supplements from time to time), and in the related Letter of Transmittal. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9.

Item 6. Interest in Securities of the Subject Company.

Item 6 of the Schedule 14D-9 is hereby amended and supplemented by adding the following bullet points to the end of the first paragraph:

• on May 30, 2007, Mr. Greene exercised options to purchase 29,147 shares of Common Stock at exercise prices ranging from $10.00 to $53.38 per share under the 1996 Plan and sold the underlying 29,147 shares of Common Stock in the open market at prices ranging from $91.91 to $91.93 per share;

• on May 31, 2007, Christopher R. Hibberd, Senior Vice President, Corporate Development of the Company, exercised options to purchase 17,100 shares of Common Stock at an exercise price of $41.56 per share under the 1996 Plan and sold the underlying 17,100 shares of Common Stock in the open market at prices ranging from $91.99 to $92.10 per share;

• on June 1, 2007, Mr. Hibberd exercised options to purchase 20,366 shares of Common Stock at exercise prices ranging from $31.625 to $41.56 per share under the 1996 Plan and sold the underlying 20,366 shares of Common Stock in the open market at prices ranging from $91.99 to $92.00 per share;

• on June 4, 2007, Mr. Greene sold 1,250 shares of Common Stock in the open market at a price of $91.9816 per share pursuant to the Greene Trading Plan;

• on June 4, 2007, Mr. Twomey exercised options to purchase 54,000 shares of Common Stock at exercise prices ranging from $13.875 to $47.66 per share under the 1996 Plan and sold the underlying 54,000 shares of Common Stock in the open market at prices ranging from $92.00 to $92.02 per share;

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• on June 4, 2007, Mr. Hibberd exercised options to purchase 40 shares of Common Stock at an exercise price of $31.625 per share under the 1996 Plan and sold the underlying 40 shares of Common Stock in the open market at a price of $92.05 per share;

• on June 4, 2007, Dr. Valkirs sold 25,100 shares of Common Stock in the open market at a price of $92.00 per share;

• on June 5, 2007, Mr. Hibberd exercised options to purchase 859 shares of Common Stock at an exercise price of $31.625 per share under the 1996 Plan and sold the underlying 859 shares of Common Stock in the open market at a price of $92.05 per share;

• on June 5, 2007, Lonnie M. Smith, a member of the Biosite Board, exercised options to purchase 39,284 shares of Common Stock at exercise prices ranging from $10.00 to $53.38 per share under the 1996 Plan and sold the underlying 39,284 shares of Common Stock in the open market at prices ranging from $91.97 to $91.9725 per share;

• on June 5, 2007, Dr. Valkirs sold 433 shares of Common Stock in the open market at a price of $92.00 per share;

• on June 5, 2007, Mr. Twomey exercised options to purchase 7,100 shares of Common Stock at an exercise price of $31.625 per share under the 1996 Plan and sold the underlying 7,100 shares of Common Stock in the open market at prices ranging from $92.00 to $92.04 per share;

• on June 6, 2007, Dr. Valkirs sold 50,301 shares of common stock in the open market at prices ranging from $91.98 to $92.00 per share; and

• on June 6, 2007, Mr. Twomey exercised options to purchase 6,200 shares of common stock at an exercise price of $31.625 per share under the 1996 Plan and sold the underlying 6,200 shares of common stock in the open market at prices ranging from $92.00 to $92.01 per share.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end thereof:

     On June 5, 2007, Suzanne Zoumaras, Head of Worldwide Human Resources for Biosite, sent an email to Biosite’s employees regarding information relating to the Offer and Merger. A copy of the email is filed as Exhibit (a)(1)(J) hereto and is incorporated herein by reference.

     On June 5, 2007, as permitted by Section 5.16(a) of the Merger Agreement, Inverness entered into an alternative debt financing commitment letter with the same lenders as those that were a party to the debt commitment letters entered into as of May 14, 2007 (the “Alternative Commitment Letter”). Pursuant to the Merger Agreement, the Alternative Commitment Letter is subject to financing conditions that are at least as favorable to Inverness and Purchaser as the financing conditions set forth in the previously executed debt commitment letters. A copy of the Alternative Debt Commitment Letter is filed as Exhibit (b)(3) to Amendment No. 3 to the Tender Offer Statement on Schedule TO filed by Inverness with the SEC on June 7, 2007.

     On June 7, 2007, Biosite issued a press release announcing that the waiting period required under the HSR Act expired without a request for additional information from the FTC or the Antitrust Division with respect to the proposed acquisition of Biosite by Inverness. A copy of the press release is filed as Exhibit (a)(1)(K) hereto and is incorporated herein by reference.

Item 9. Exhibits.

Exhibit No.	Description
(a)(1)(J)	Email to employees of Biosite Incorporated dated June 5, 2007.
(a)(1)(K)	Press Release issued by Biosite Incorporated on June 7, 2007.

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SIGNATURE

After due 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.

BIOSITE INCORPORATED
By:	/s/ David B. Berger
Name:	David B. Berger
Title:	Vice President, Legal Affairs

Dated: June 7, 2007

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Hello,

Ideally everyone had an opportunity last week to participate in one of the employee meetings hosted by John Yonkin and Paul Hempel and learn a bit more about Inverness and the integration planning process.

While prior to the close of the merger there are some limitations on what can be said and done, as we begin the integration we will use some of the communication channels set up in late March to both disseminate information about the acquisition, as well as facilitate the submission of questions.

Below are the communication vehicles in place or planned:

1.

merger@biosite.com email box is active. This email box is to facilitate submission of general questions about the acquisition. Questions about individual circumstances should be directed to Human Resources or your department Director/VP.

2.

The Merger Information section on the home page of our intranet, BioInsider, will continue to serve as a primary channel for sharing information. You can set an alert so that each time new information is added to sections of the site you will receive an email alert (see the instructions below and on the Merger Information site). Information that we have already shared is available on the site now and will expand over time. It will include:

• Frequently Asked Questions (FAQs)

• Integration team information, contacts and updates

• Meeting schedules

• Key contacts lists

• Responses to inquiries made through merger@biosite.com

• Public announcements

• A link to Biosite’s Securities Exchange Commission (SEC) filings

• A document repository

• Other communication that may include things like pictures, videos, calendars

	For those who do not have regular access to a computer, we will also post all the written communication on bulletin boards in the D-Diner.
3.	The company’s external website (www.biosite.com) — all Biosite SEC filings will be posted in the Investor section of our public website.
4.	Frequently Asked Questions (FAQ): We have collected and will continue to capture questions that cover topic of interest broadly. We will develop the responses and will post these as we answers and as the information has been filed and we are cleared to do so.
5.	Stock Options and ESPP Questions: As a result of the number of questions regarding stock options and ESPP stock, we are planning a series of meetings, teleconferences and potentially webcasts that will focus entirely on stock options and ESPP, including how to

set up your E-Trade account, information about how your stock options will be handled at the time of close, etc. These will be scheduled as we get closer to the date of close.

Now the legal disclaimer: during the tender offer, to ensure that the public has the benefit of receiving the same information we have as employees, we are generally required to file that same information and/or communications with the SEC at the same time that we provide it to employees. So, we’ll work hard to respond to general questions as quickly as possible, however, please know that the review and filing process may increase the response time.

Finally, as we mentioned at many of the meetings, Inverness is taking a very different approach to this acquisition than they have in the past and the acquisition of Biosite will be a company-changing event for Inverness as much as it will be for Biosite. There are many questions that we don’t yet have the answers for and it’s natural for this lack of clarity to cause some uneasiness. Our commitment (both Inverness and Biosite) is to provide answers to questions as quickly as possible and provide regular updates as there is information to share. I do want to remind everyone that there likely will be a bit of a “quiet period” the next few weeks as we initiate the integration process and prior to the close. In the meantime, please use the communication resources available and don’t hesitate to bring questions or comments to your department management, Human Resources Business Manager, Nadine Padilla, Susan Schotthoefer or me.

Thank you to everyone for your continued efforts and support.

-Suzy

Instructions for setting an alert on BioInsider:

• On the left side of the home page, expand the + sign next to “Self Management”

• Click on “My Alerts”

• Click on “Add Alert”

• Select the site features you want to get email alerts on

• Click the “Next” button

• Select the type of changes and frequency of alerts you want

• Click the “OK” button

Additional Information and Where To Find It

This notice is neither an offer to purchase nor a solicitation of an offer to sell shares of Biosite. Stockholders of Biosite are urged to read the relevant tender offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Inverness and its acquisition subsidiary have filed tender offer materials with the SEC, and Biosite has filed a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all stockholders of Biosite at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at http://www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents

from (i) Inverness by mailing requests for such materials to: Inverness Medical Innovations, Inc., Investor Relations Department, 51 Sawyer Road, Suite 200, Waltham, MA 02453 and (ii) Biosite by mailing requests for such materials to: Investor Relations, Biosite Incorporated, 9975 Summers Ridge Road, San Diego, California 92121.

In addition to the tender offer materials described above, Biosite and Inverness file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Biosite or Inverness at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Biosite’s and Inverness’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

EX-99.(A)(1)(K)

EXHIBIT (a)(1)(K)

FOR IMMEDIATE RELEASE

For Inverness:

Media Contacts:
Matt Benson 415-618-8750
Maggie Pisacane 212-687-8080
Sard Verbinnen & Co

Investor Relations Contact:
Doug Guarino 781-647-3900

For Biosite:

Investor Relations Contact:
Nadine Padilla 858-805-2820

INVERNESS AND BIOSITE ANNOUNCE EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD

WALTHAM, Mass. and SAN DIEGO, Calif., June 7, 2007 — Inverness Medical Innovations, Inc. (Amex: IMA) and Biosite Incorporated (Nasdaq: BSTE) today announced that the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to Inverness’ proposed acquisition of Biosite pursuant to a cash tender offer of $92.50 per share has expired without a request for additional information.

The expiration of the Hart-Scott-Rodino waiting period has satisfied one of the conditions to the closing of the tender offer. The tender offer and withdrawal rights are currently scheduled to expire at 12:00 midnight, New York City time, on Monday, June 25, 2007 (the end of the day on Monday), unless extended.

Advisors:
UBS Investment Bank is acting as financial advisor to Inverness as well as serving as dealer manager for the proposed tender offer. Covington Associates is acting as financial advisor to Inverness and Goldman, Sachs & Co. is acting as financial advisor to Biosite. Goodwin Procter LLP is serving as legal counsel to Inverness and Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP are serving as legal counsel to Biosite.

# # #

About Inverness:
Inverness Medical Innovations, Inc. is a leading developer of advanced diagnostic devices and is presently exploring new opportunities for its proprietary electrochemical and other technologies in a variety of professional diagnostic and consumer-oriented applications including immuno-diagnostics with a focus on women’s health, cardiology and infectious disease. The Company’s new product development

efforts, as well as its position as a leading supplier of consumer pregnancy and fertility/ovulation tests and rapid point-of-care diagnostics, are supported by the strength of its intellectual property portfolio. Inverness is headquartered in Waltham, Massachusetts.

For additional information on Inverness Medical Innovations, Inc., please visit our website at www.invernessmedical.com.

About Biosite:
Biosite Incorporated is a leading bio-medical company commercializing proteomics discoveries for the advancement of medical diagnosis. The company’s products contribute to improvements in medical care by aiding physicians in the diagnosis of critical diseases and health conditions. The Biosite Triage(R) rapid diagnostic tests are used in more than 70 percent of U.S. hospitals and in more than 60 international markets. Information on Biosite can be found at www.biosite.com.

Additional Information About the Proposed Transaction and Where to Find It:

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Biosite. Stockholders of Biosite are urged to read the relevant tender offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Inverness and its acquisition subsidiary have filed tender offer materials with the U.S. Securities and Exchange Commission (SEC), and Biosite has filed a Solicitation/Recommendation Statement with respect to the offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all stockholders of Biosite at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at http://www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents from (i) Inverness by mailing requests for such materials to: Investor Relations Department, 51 Sawyer Road, Suite 200, Waltham, MA 02453 and (ii) Biosite by mailing requests for such materials to: Investor Relations, Biosite Incorporated, 9975 Summers Ridge Road, San Diego, California 92121. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Biosite and Inverness file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Biosite or Inverness at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Biosite’s and Inverness’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.