8-K

UNITED STATES

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 (Date of earliest event reported):  October 22, 2004

BIOSITE INCORPORATED

(Exact name of registrant as specified in charter)

Delaware	000-21873	33-0288606
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
11030 Roselle Street San Diego, California (Address of principal executive offices)		92121 (Zip Code)

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

Not Applicable.

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01Entry into a Material Definitive Agreement.

On October 22, 2004, we adopted a Change in Control Severance Benefit Plan (the “Plan”) to provide severance benefits to certain eligible employees and directors upon selected terminations of service in connection with a change in control, as defined in the Plan.  Generally, eligible employees under the Plan include our Chief Executive Officer, our President, our Vice Presidents and any other individuals designated by our Board of Directors or the Compensation Committee thereof.

The Plan provides that if an eligible employee is terminated for any reason other than for cause or resigns for good reason, each as defined in the Plan, within two months prior to or 13 months following a change in control, the employee would continue to receive his or her base salary and health insurance benefits for a specified period following the change in control.  For our Chief Executive Officer and President, this period will be 24 months; for our Vice Presidents, this period will be 18 months; and for other eligible employees, this period will be as determined by the Compensation Committee of our Board of Directors, but will not exceed 24 months.  In addition, such employee would receive immediate full vesting of all stock options and other equity awards and would be entitled to exercise all of his or her stock options for 24 months beyond the original post-termination exercise period set forth in such employee’s stock option agreement.

The Plan also provides that each of our non-employee directors would receive immediate full vesting of all stock options and other equity awards in the event such director is terminated or resigns concurrently with or following a change in control.  In addition, each of our non-employee directors would be entitled to exercise all of his or her stock options for 24 months beyond the original post-termination exercise period set forth in such director’s stock option agreement.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 22, 2004, we announced management promotions involving certain of our principal officers.  Kim D. Blickenstaff, who previously served as our President and Chief Executive Officer, will now serve as our Chairman and Chief Executive Officer.  Kenneth F. Buechler, Ph.D., who previously served as our Senior Vice President, Research and Development, will now serve as our President and Chief Scientific Officer.  Thomas M. Watlington, who previously served as our Senior Vice President, Commercial Operations, will now serve as our Executive Vice President and Chief Operating Officer.

The terms of office of these principal officers will be determined in the discretion of our Board of Directors.  For additional information regarding these principal officers, including their business experience and their compensation, please refer to the Definitive Proxy Statement we filed with the Securities and Exchange Commission on April 27, 2004, the applicable contents of which are incorporated herein by reference.  A copy of the press release we issued with respect to

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these management promotions is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits.

(c)Exhibits.

Exhibit No.	Description
99.1	Press Release of Biosite Incorporated dated October 22, 2004.

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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.

	BIOSITE INCORPORATED
Date: October 28, 2004	By:	/s/ CHRISTOPHER J. TWOMEY
		Christopher J. Twomey
		Senior Vice President, Finance and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of Biosite Incorporated dated October 22, 2004.

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EX-99.1

Exhibit 99.1

Contacts:

Nadine Padilla

VP, Corporate & Investor
Relations

Biosite Incorporated

(858) 455-4808 x3187

npadilla@biosite.com

October 22, 2004

BIOSITE INCORPORATED ANNOUNCES MANAGEMENT PROMOTIONS

SAN DIEGO – Biosite® Incorporated (Nasdaq:BSTE), a leading provider of novel, rapid medical diagnostics, today announced management changes intended to position the organization for the future.  Kim Blickenstaff, Biosite president and chief executive officer, will assume the role of chairman and chief executive officer, while Ken Buechler, Ph.D., a founder of the Company and current senior vice president, research and development, has been named president and chief scientific officer. Timothy Wollaeger, chairman of the board of directors, will step down from his position but will continue to share his expertise with the Company by serving on the board of directors and as chairman of both the audit committee and compensation committee of the board.

Tom Watlington, current senior vice president, commercial operations, has been named executive vice president and chief operating officer.  In this role, Watlington will oversee the Company’s commercial functions including, manufacturing, worldwide sales, marketing, international operations, corporate development, ENCOMPASS services, project management and medical affairs.

“Biosite has grown dramatically over the last five years, and we are pleased to announce a number of promotions to cultivate the next generation of leadership,” said Blickenstaff. “Through his leadership in research and development, Ken Buechler has been a key force in the success of this Company, while Tom Watlington has driven the development and excellence of our commercial operations organization.  I congratulate both on their achievements and look forward to working with them in their enhanced roles at Biosite.  They will be a strong team as we continue to build our business.”

The company also noted several other promotions among its management team:

•Gunars Valkirs, Ph.D., vice president, Biosite Discovery, has been named senior vice president. Valkirs, a founder of the Company, led the development of Biosite’s unique

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antibody technology, which supports the Company’s research of novel biomarkers for critical diseases.  He also led the initiative to form Biosite Discovery, a collaborative research program intended to fuel the Company’s research and development effort.

•Chris Twomey, vice president, finance and chief financial officer, has been named senior vice president, finance and will also continue to serve as chief financial officer.  Twomey joined Biosite in 1990 as director, finance and administration, and was promoted in 1993.  In addition to overseeing all financial aspects of the Company, he is responsible for the human resources, facilities and information systems departments.

•Chris Hibberd, vice president, business development and strategic planning, has been named senior vice president, corporate development.  Hibberd has been with the Company since 1997 and played a significant role in the development of Biosite Discovery and in the formation of Biosite’s relationship with Beckman Coulter, Inc. Hibberd has also helped solidify collaborations with top hospitals, biotechnology and pharmaceutical companies, which include more than 40 licenses/collaborations and more than 70 clinical collaborations.

Additionally, Biosite has named three new vice presidents:

•John Cajigas, director, finance, has been named vice president, finance.  Cajigas, who joined Biosite in 1995, helped guide the Company through its initial public offering in 1997.  Since then, Cajigas has coordinated the development of the Company’s financial infrastructure, domestically and internationally. In this role, he has facilitated the implementation and monitoring of financial, logistical and reporting processes across departments. Additionally, Cajigas has managed the growth of Biosite’s internal control structure and has contributed to the development of close relationships with key vendors, distributors and customers.

•Steve Lesefko, director, engineering, has been named vice president, engineering.  Lesefko, who has been with Biosite more than nine years, was responsible for the microfluidic device design and tooling development used in all quantitative products. Additionally, he led the design, development and maintenance of Biosite’s production assembly lines for the Company’s manufacturing plant and research and development pilot plant.  He also contributed to the development of many of the Company’s cardiovascular and drug screening products.

•Paul McPherson, Ph.D., director, research and development, has been appointed vice president, research and development.  McPherson, who joined Biosite in 1993, led the development of the Company’s quantitative test platform and primary products, including the TriageÒ Cardiac Panel, Triage Meter, Triage BNP Test, Triage TOX Drug Screen, Triage CardioProfilER and Triage Profiler Shortness of Breath Panel.  He is also leading key current programs aimed at developing diagnostic tests for critical conditions such as stroke and sepsis.

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About Biosite Incorporated

A leader in the drive to advance diagnosis, Biosite® Incorporated is a research-based company dedicated to the discovery and development of novel protein-based diagnostics that improve a physician’s ability to diagnose debilitating and life-threatening diseases.  Through combined expertise in diagnostic discovery and commercialization, Biosite is able to access potential markers of disease, identify proteins with high diagnostic utility, develop and commercialize products and educate the medical community on new diagnostic approaches, thereby benefitingpatients.  Biosite’s Triage® rapid diagnostics are used in approximately 50 percent of U.S. hospitals and in more than 50 international markets for toxicology screening and diagnosis of infectious and cardiovascular disease. Information on Biosite can be found at www.biosite.com.

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Biosite®, Triage® and New Dimensions in Diagnosis® are registered trademarks of Biosite Incorporated. The Company’s logo is a trademark of Biosite Incorporated.

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