SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 8

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Biosite Incorporated

(Name of Subject Company (Issuer))

Inca Acquisition, Inc.
Inverness Medical Innovations, Inc.

(Name of Filing Persons (Offerors))

Common Stock, $0.01 par value

(Title of Class of Securities)
090945106
(CUSIP Number of Class of Securities)

Ron Zwanziger
President and Chief Executive Officer
Inverness Medical Innovations, Inc.
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(781) 647-3900
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

Copy to:

Scott F. Duggan, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,603,420,070	$49,225.00

*	Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 17,334,271 shares of the Common Stock of Biosite Incorporated at the tender offer price of $92.50 per share.
**	The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 per million of transaction value.

þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $49,225.00	Filing Party: Inverness Medical Innovations, Inc.
	Form or Registration No. Schedule TO	Date Filed: May 29, 2007
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
þ	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer:  þ

     This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2007, as amended by Amendment No. 1 on May 30, 2007, Amendment No. 2 on June 5, 2007, Amendment No. 3 on June 7, 2007, Amendment No. 4 on June 7, 2007 Amendment No. 5 on June 12, 2007, Amendment No. 6 on June 26, 2007, and Amendment No. 7 on June 27, 2007 relating to the offer by Inca Acquisition, Inc., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Inverness Medical Innovations, Inc. (“Inverness”) to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, including the associated right to purchase series A participating preferred stock, par value $0.01 per share, (collectively, the “Shares”), of Biosite Incorporated, a Delaware corporation (“Biosite”), at a purchase price of $92.50 per share, plus, if the first time the Shares are accepted for payment (the “Acceptance Time”) shall not have occurred on or prior to July 2, 2007, an additional $0.015205 per Share for each day during the period commencing on July 3, 2007, through the Acceptance Time, less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 29, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. This Amendment is being filed on behalf of Inverness and the Purchaser.

Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer, is hereby amended and supplemented as follows:

     The subsequent offering period of the Offer expired at 12:00 Midnight, New York City time, on Thursday, June 28, 2007. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:00 Midnight, New York City time, June 28, 2007, a total of 16,207,769 Shares were validly tendered in the initial and subsequent offering periods of the Offer. The tendered Shares, together with the 750,000 Shares that Inverness currently owns, represent approximately 93.9% of all outstanding Shares. Payment for Shares tendered during the offering period is expected to be made promptly.

     The acquisition of Biosite has been completed through a merger of the Purchaser into Biosite, and Biosite is now a wholly-owned subsidiary of Inverness. The merger was implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law effective June 29, 2007.

Miscellaneous

Item 12 of the Statement is hereby amended and supplemented to include the following:
     “(a)(5)(I) Press Release issued by Inverness Medical Innovations, Inc. on June 29, 2007.”

SIGNATURES

     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.

INCA ACQUISITION, INC.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Assistant Secretary

INVERNESS MEDICAL INNOVATIONS, INC.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Senior Counsel -- Corporate and Finance

Date: June 29, 2007

INDEX TO EXHIBITS

(a)(1)(A)	Offer to Purchase, dated as of May 29, 2007.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(G)	Summary Advertisement published on May 29, 2007.*
(a)(5)(A)	Press Release issued by Inverness Medical Innovations, Inc. on May 9, 2007 (incorporated by reference to the Schedule TO-C filed by Inverness Medical Innovations, Inc. on May 9, 2007).*
(a)(5)(B)	Press Release issued by Inverness Medical Innovations, Inc. on May 11, 2007 (incorporated by reference to the Schedule TO-C filed by Inverness Medical Innovations, Inc. on May 11, 2007).*
(a)(5)(C)	Joint press release issued by Inverness Medical Innovations, Inc. and Biosite Incorporated, dated May 17, 2007 (incorporated by reference to the Schedule TO-C filed by Inverness Medical Innovations, Inc. on May 18, 2007).*
(a)(5)(D)	Press Release issued by Inverness Medical Innovations, Inc. on May 29, 2007.*
(a)(5)(E)	Presentation given to Biosite employees on May 30, 2007. *
(a)(5)(F)	Press Release issued by Inverness Medical Innovations, Inc. on June 7, 2007.*
(a)(5)(G)	Investor presentation dated June 12, 2007.*
(a)(5)(H)	Press Release issued by Inverness Medical Innovations, Inc. on June 26, 2007.*
(a)(5)(I)	Press Release issued by Inverness Medical Innovations, Inc. on June 29, 2007.
(b)(1)	Commitment Letter dated May 14, 2007, by and among General Electric Capital Corporation, UBS Loan Finance LLC and Inverness Medical Innovations, Inc. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Inverness Medical Innovations, Inc. on May 15, 2007) (superceded in its entirety by Exhibit (b)(3)).*
(b)(2)	Commitment Letter dated May 14, 2007, by and among UBS Loan Finance LLC, UBS Securities LLC, General Electric Capital Corporation and Inverness Medical Innovations, Inc. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Inverness Medical Innovations, Inc. on May 15, 2007) (superceded in its entirety by Exhibit (b)(3)).*
(b)(3)	Commitment Letter dated June 5, 2007, by and among UBS Loan Finance LLC and General Electric Capital Corporation and Inverness Medical Innovations, Inc.*
(d)(1)	Agreement and Plan of Merger, dated as of May 17, 2007, by and among Inverness Medical Innovations, Inc., the Purchaser and Biosite Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Inverness Medical Innovations, Inc. on May 18, 2007).*

* previously filed

EX-99.(A)(5)(I)

Exhibit (a)(5)(I)

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

INVERNESS COMPLETES ACQUISITION OF BIOSITE

WALTHAM, Mass., June 29, 2007 — Inverness Medical Innovations Inc. (AMEX: IMA) today announced the successful completion of its acquisition of Biosite Incorporated (NASDAQ: BSTE), at a price of $92.50 per share. Inverness completed the acquisition through a cash tender offer and a subsequent merger of a wholly owned subsidiary with and into Biosite.

“We are very pleased to complete our acquisition of Biosite and, thanks to the solid groundwork already laid by our integration teams, we are ready to commence what we expect to be a very smooth and rapid integration process. As a combined entity, we can now begin leveraging our expanded product pipeline to enhance our strategic position and long-term growth opportunities in the cardiology field,” stated Ron Zwanziger, Chairman, President and Chief Executive Officer of Inverness. “We welcome Biosite — a company we have known and respected for many years — into the Inverness family.”

As a result of the merger, all outstanding shares of Biosite common stock not validly tendered and accepted for payment in the tender offer were converted into the right to receive $92.50 per share in cash, without interest. The depositary for the tender offer and the disbursing agent for the merger will mail to non-tendering stockholders materials necessary to exchange Biosite stock certificates for such payment. Biosite shares ceased trading at the close of business on June 28, 2007 and will be delisted from the Nasdaq.

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.

Forward-Looking Statements:
This press release may contain forward-looking statements within the meaning of the federal securities laws. These statements reflect Inverness’ current views with respect to future events and are based on their respective managements’ current assumptions and information currently available. Actual results may differ materially due to numerous factors including, without limitation, risks associated with general competitive factors, market and economic conditions generally, the demand for the acquired products, the ability of Inverness and Biosite to successfully develop and commercialize the products, Inverness’ ability to integrate the Biosite business with its existing businesses and to recognize the anticipated benefits of the acquisition, including synergies and accretion, of the transaction; the risks and uncertainties described in Inverness’ annual report on Form 10-K, as amended, for the period ended December 31, 2006 and Biosite’s quarterly report on Form 10-Q for the period ended March 31, 2007, and other factors identified from time to time in their respective periodic filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements speak only as of the date of this press release, and Inverness undertakes no obligation to update or revise any forward-looking statements contained herein.