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)

May 1, 2007

Beckman Coulter, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-10109	95-104-0600
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 N. Harbor Boulevard Fullerton, California	92834-3100
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 871-4848

(Former name or former address, if changed since last report): Not applicable.

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.

On March 24, 2007, Beckman Coulter, Inc. (“Beckman”), Louisiana Acquisition Sub, Inc., a wholly-owned subsidiary of Beckman (“Purchaser”), and Biosite Incorporated (“Biosite”), each a Delaware corporation, entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Beckman commenced an offer (the “Offer”) to acquire all of the outstanding shares of Biosite common stock, par value $0.01 per share, (the “Biosite Shares”) for $85.00 in cash per share, without interest (the “Offer Price”). The Merger Agreement was previously filed as Exhibit 2.1 on Form 8-K by Beckman on March 26, 2007.

On May 1, 2007, Beckman entered into an Amendment to the Agreement and Plan of Merger (the “Amendment”) with Biosite and Purchaser, amending the Merger Agreement. Pursuant to the Amendment, among other things, the Offer Price was increased from $85.00 to $90.00 per share, and the Termination Fee (as defined in the Merger Agreement) was increased from $50,000,000 to $54,000,000. The foregoing description of the Amendment does not purport to be complete. A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Amendment has been unanimously approved by the Beckman, Purchaser and Biosite Boards of Directors, and Biosite’s Board of Directors continues to recommend that its stockholders accept the Offer and, if required by applicable law, approve the merger contemplated by the Merger Agreement.

In conjunction with the Amendment, Beckman exercised its right to extend the expiration date of the Offer to the end of the day at 12:00 midnight, New York City time, on Tuesday, May 15, 2007. Under the terms of the Amendment, Beckman is no longer obligated to extend the expiration of the Offer beyond May 15, 2007, although it may choose to do so.

Both the Amendment and the extension of the Offer were announced in a press release issued by Beckman on May 1, 2007. The full text of that press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit
2.1	Amendment to the Agreement and Plan of Merger, dated as of May 1, 2007, by and among Beckman Coulter, Inc., Louisiana Acquisition Sub, Inc. and Biosite Incorporated.
99.1	Press Release issued by Beckman Coulter, Inc. on May 1, 2007.

This announcement 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 tender offer materials described below because they contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Beckman and Louisiana Acquisition Sub with the SEC on April 2, 2007, as amended. In addition, on April 2, 2007, Biosite filed a Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The tender offer materials, as amended, 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, and their related amendments are available free of charge on the SEC’s website (www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer, at (800) 769-4414 (toll free). American Stock Transfer & Trust Company is acting as depositary for the tender offer. The dealer manager for the offer is Morgan Stanley.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Beckman Coulter and Biosite 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 Beckman Coulter and Biosite 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. Beckman Coulter’s and Biosite’s filings with the SEC are also available to the public from commercial document-retrieval services and the SEC’s website.

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.

Date: May 2, 2007	Beckman Coulter, Inc.
	By:	/s/ Arnold A. Pinkston
	Name:	Arnold A. Pinkston
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment to the Agreement and Plan of Merger, dated as of May 1, 2007, by and among Beckman Coulter, Inc., Louisiana Acquisition Sub, Inc. and Biosite Incorporated.
99.1	Press Release issued by Beckman Coulter, Inc. on May 1, 2007.

EX-2.1

EXHIBIT 2.1

This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of May 1, 2007, by and among Beckman Coulter, Inc., a Delaware corporation (“Parent”), Louisiana Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Biosite Incorporated, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of March 24, 2007, by and among Parent, Purchaser and the Company (the “Merger Agreement”).

WHEREAS, the parties desire to amend the Merger Agreement so as to, among other things, increase the Offer Price and Merger Consideration from $85.00 to $90.00 and increase the Termination Fee from $50,000,000 to $54,000,000;

WHEREAS, the Boards of Directors of Parent and Purchaser have each approved this Amendment;

WHEREAS, the Company Board has, on the terms and subject to the conditions set forth herein, unanimously and duly adopted resolutions (i) determining that the transactions contemplated by the Merger Agreement as amended by this Amendment are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) adopting and approving this Amendment and the transactions contemplated hereby and the Merger Agreement as amended by this Amendment, including the Offer, the Merger and the “agreement of merger” (as such term is used in Section 251 of the Delaware General Corporation Law (the “DGCL”)), in accordance with the DGCL, (iii) directing that the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in the Merger Agreement as amended by this Amendment be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated herein), and (iv) recommending that the Company’s stockholders accept the Offer, tender their Company Shares to Purchaser pursuant to the Offer, and adopt the “agreement of merger” (as such term is used in Section 251 of the DGCL) set forth in the Merger Agreement as amended by this Amendment; and

WHEREAS, Parent and the Company are concurrently amending the Confidentiality Agreement to revise the “Standstill Period” (as defined therein).

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

1. Offer Price. The reference to “$85.00” in the second recital of the Merger Agreement is hereby amended to be “$90.00.”

2. Termination Fee. The reference to “$50,000,000” in Section 7.3(a) of the Merger Agreement is hereby amended to be “$54,000,000.”

3. Treatment of Company Options. Section 5.9(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Subject to Section 5.9(b) below, each Company Option outstanding and unexercised immediately prior to the Effective Time shall become fully vested and exercisable immediately prior to the Effective Time. The portion of each

Company Option that is vested and exercisable at the Effective Time (after taking into account the acceleration of vesting set forth in the preceding sentence) shall be cancelled and terminated at the Effective Time in exchange for a cash payment (without interest), to be made by Parent or the Surviving Corporation promptly following the Effective Time, equal to the product of: (i) the number of Company Shares subject to such Company Option immediately prior to the Effective Time; multiplied by (ii) the excess, if any, of the Offer Price over the exercise price per Company Share subject to such Company Option immediately prior to the Effective Time. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Company Options contemplated by this Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and cash settlement of such Company Options as an Employment Compensation Arrangement.”

Section 5.9(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Notwithstanding anything to the contrary set forth in Section 5.9(a), the portion of any Company Option that is: (i) unvested immediately prior to the Effective Time and (ii) held by a person who, immediately prior to the Effective Time, does not have a status that entitles such person to accrue service towards increased vesting in such unvested option (either pursuant to the regular policies of the Company or provisions contained in applicable Company Options), shall be cancelled and terminated at the Effective Time with no payment made in respect thereof (except to the extent such cancellation and termination is prohibited by applicable Legal Requirements, in which case such portion shall become fully vested and exercisable immediately prior to the Effective Time as set forth in the first sentence of Section 5.9(a)).

Section 5.9(d) of the Merger Agreement is hereby deleted in its entirety. The definitions of “Parent Shares,” “Parent Share Price,” “Price Ratio,” and “Share Ratio,” and the cross reference to the definition of “Assumed Option,” each appearing in Exhibit A to the Merger Agreement, are hereby deleted in their entirety.

4. Extension of Offer. Section 1.1(d) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(d) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Date”) that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser, without the consent of the Company, may extend (and re-extend) the Offer and its expiration date for one or more periods ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for a period of more than 10 business days without the prior written consent of the Company. The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 7.”

5. Fairness Opinion. Section 3.28 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“ 3.28 Opinion of Financial Advisor. The Company Board has received the opinion of Goldman, Sachs & Co. to the effect that, as of May 1, 2007, subject to various qualifications and assumptions, the Offer Price (as such term is defined in this Agreement) is fair, from a financial point of view, to the holders of Company Shares, and such opinion has not been modified or withdrawn prior to May 1, 2007.”

6. Financing. Section 4.5 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“ 4.5 Financing. Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the Offer and to consummate the Merger. Without limiting the foregoing: (a) Purchaser has delivered to the Company a true and complete copy of an executed commitment letter dated March 24, 2007 from Morgan Stanley Senior Funding, Inc. and CitiGroup Global Markets, Inc. (the “Debt Commitment Letter”), pursuant to which the lender parties thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding the consideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the “Debt Financing”). As of the date of this Agreement: (i) the Debt Commitment Letter has not been amended or modified; and (ii) none of the commitments contained in the Debt Commitment Letter has been withdrawn or rescinded in any respect. There are no conditions precedent or other contingencies related to the funding by such lenders of the full amount of the Debt Financing, other than as set forth in or contemplated by the Debt Commitment Letter. As of the date of this Agreement, and assuming the accuracy of the Company’s representations set forth in this Agreement and the Company’s compliance with its covenants set forth in this Agreement, in each case such that the conditions to the Debt Financing contemplated by the Debt Commitment Letter are satisfied, neither Parent nor Purchaser has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Commitment Letter. Parent or Purchaser will fully pay any and all commitment fees that are incurred and are due and payable in connection with the Debt Financing as and when they become payable. In accordance with Paragraph 4 of Annex II to the Debt Commitment Letter, on April 26, 2007, Morgan Stanley Senior Funding, Inc., CitiGroup Global Markets, Inc., and other members of the lender syndicate arranged under the terms of the Debt Commitment Letter, entered into a consent in the form attached hereto as Exhibit C.”

Exhibit A of this Amendment is hereby appended to the Merger Agreement as Exhibit C to the Merger Agreement.

7. Confidentiality Agreement. Section 1.3(c) of the Merger Agreement is hereby amended by replacing the phrase “letter agreement, dated May 11, 2006, between Parent and the Company, as amended on June 2, 2006” with the phrase “letter agreement, dated May 11, 2006, between Parent and the Company, as amended on June 2, 2006 and May 1, 2007”.

8. Capitalization. Section 3.5(a) of the Merger Agreement is hereby amended by replacing the second sentence thereof in its entirety with the following: “As of April 23, 2007: (i) 16,467,125 Company Shares were issued and outstanding; (ii) no Preferred Shares were outstanding; (iii) no Company Shares or Preferred Shares were issued and held in the treasury of the Company or otherwise owned, directly or indirectly, by the Company, (iv) 4,136,673 Company Shares were reserved for future issuance pursuant to the Company Option Plans, of which 3,815,390 Company Shares were subject to outstanding Company Options; and (v) 404,853 Company Shares were reserved for future issuance pursuant to the Company’s Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”).”

9. Return of Confidential Information. Section 5.2(d) of the Merger Agreement is hereby amended by adding the following proviso to the end of the last sentence thereof: “; provided, however, that the Company need not take the actions described in this sentence with respect to (i) any Person who has (A) indicated that it has complied with such a request since March 24, 2007 and (B) not received any non-public information of the Company since March 24, 2007 or (ii) Inverness Medical Innovations, Inc.”

10. References to the Merger Agreement. Subject to paragraph 11 of this Amendment, after giving effect to this Amendment, each reference in the Merger Agreement to “Agreement”, “hereof”, “hereunder” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment and all references in the Company Disclosure Schedule to “the Agreement” shall refer to the Merger Agreement as amended by this Amendment.

11. Date References. All references in the Merger Agreement and the Company Disclosure Schedule to “the date hereof”, “the date of this Agreement” or words of like import shall remain as references to March 24, 2007.

12. Other Miscellaneous Terms. The provisions of Section 8 (Miscellaneous Provisions) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

13. No Further Amendment. Except as amended hereby, the Merger Agreement and each of the provisions contained therein shall remain in full force and effect. Nothing herein shall affect, modify or limit any waiver or consent granted by any party pursuant to the Merger Agreement. Each such waiver or consent granted prior to the date hereof remains in full force and effect.

[Signature Page follows]

Parent, Purchaser and the Company have caused this Amendment to the Agreement and Plan of Merger to be executed as of the date first written above.

BECKMAN COULTER, INC.
By:	/s/ Scott Garrett
Name:	Scott Garrett
Title:	President and Chief Executive Officer
LOUISIANA ACQUISITION SUB, INC.
By:	/s/ Paul Glyer
Name:	Paul Glyer
Title:	President
BIOSITE INCORPORATED
By:	/s/ Kim D. Blickenstaff
Name:	Kim D. Blickenstaff
Title:	Chief Executive Officer

EX-99.1

		Exhibit 99.1
		NEWS RELEASE
Contacts:	Robert Raynor Director, Investor Relations (714) 773-7620

BECKMAN COULTER AND BIOSITE AMEND DEFINITIVE ACQUISITION AGREEMENT

Strategic Rationale and Economics of Combination Support Increased Price

of $90 per Biosite Share

FULLERTON, CA, May 1, 2007—Beckman Coulter, Inc. (NYSE: BEC) announced today that it has entered into a revised merger agreement with Biosite, Inc. (NASDAQ:BSTE). Under the terms of the revised merger agreement, Beckman Coulter will acquire all of Biosite’s outstanding common stock in a cash tender offer for $90.00 per share, or approximately $1.67 billion in total on a fully diluted share basis, an increase of $5.00 per share over the original merger agreement.

Beckman Coulter will extend its tender offer for all of Biosite’s outstanding common stock until the end of the day at 12:00 midnight, Eastern Daylight Time, on Tuesday, May 15, 2007. Under the terms of the revised agreement, Beckman Coulter is no longer obligated to extend the amended offer beyond May 15, 2007, although it retains the right to do so. As of 5 p.m., New York City time, on May 1, 2007, approximately 70,000 shares had been tendered and not withdrawn.

Scott Garrett, Beckman Coulter’s President and Chief Executive Officer, said, “Our priority is to create sustainable value for Beckman Coulter’s shareholders. The compelling strategic rationale and economics of this transaction should enable us to achieve this objective at the revised price. Immunoassay testing is a primary growth driver for Beckman Coulter, and we have been expanding this business at 15% to 20% per year—more than twice the market’s growth rate—for the past several years. This product area is where most new, high-value tests come to market. Our acquisition of Biosite accelerates even further our ability to create value in this highly profitable market segment. At the revised price, we expect the transaction will immediately accelerate Beckman Coulter’s revenue growth, improve its operating margins, and, based on the specifics of the permanent financing and the timing of synergies, the transaction is expected to be essentially neutral or modestly accretive to 2008 GAAP earnings per share.”

“A major source of value in the transaction is our unmatched ability to leverage our global commercial infrastructure, expertise and installed base to expand sales of Biosite’s immunoassay tests, including B-type Natriuretic Peptide (BNP),” continued Mr. Garrett. “Only Beckman Coulter has an existing deep and successful relationship with Biosite that will allow it to move quickly to begin realizing value from this acquisition. Operationally, we expect to realize significant improvements in the efficiency of Biosite’s current supply chain and customer service channels. Longer term, we will have significant opportunities to leverage Biosite’s pipeline of novel immunodiagnostic tests across Beckman Coulter’s large and growing installed base of automated systems in hospital laboratories. Finally, the transaction creates an additional significant channel for many of Beckman Coulter’s current and future immunoassays into the near-patient testing segment.”

Mr. Garrett concluded, “Beckman Coulter will remain a disciplined and responsible acquirer, and the price in this transaction is both full and fair to Biosite shareholders, while also creating considerable value for Beckman Coulter’s shareholders. Both companies are clearly aligned in their dedication to improving patient health and reducing the cost of care.”

Under the terms of the revised agreement, substantially all outstanding Biosite stock options will be cashed out at the closing, rather than being rolled over into Beckman Coulter stock options.

All necessary regulatory clearances associated with this transaction have been received. Approval of the transaction by Beckman Coulter’s shareholders is not required.

Advisors

Morgan Stanley is acting as financial advisor to Beckman Coulter in connection with the acquisition and is serving as dealer manager for the proposed tender offer. Financing for the transaction has been fully committed by Morgan Stanley and Citigroup. Latham & Watkins, LLP is serving as legal counsel to Beckman Coulter.

About Beckman Coulter

Beckman Coulter, Inc., based in Fullerton, California, develops, manufactures and markets products that simplify, automate and innovate complex biomedical tests. More than 200,000 Beckman Coulter systems operate in laboratories around the world supplying critical information for improving patient health and reducing the cost of care. Recurring revenues, consisting of supplies, test kits, service and operating-type lease payments, represent more than 75 percent of the company’s 2006 annual sales of $2.5 billion. For more information, visit www.beckmancoulter.com.

Forward Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated closing of the above described acquisition, the expected effect of the acquisition on Beckman Coulter’s EPS, operating margins, and revenue growth, and its role in advancing Beckman Coulter’s business. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond Beckman Coulter’s control. Among other things, these factors include the risk that the acquisition will not be completed because the tender offer did not proceed as anticipated or closing conditions to the acquisition were not satisfied. Other factors include the possibility that the company will not be able to obtain the leverage across the companies’ installed base that is anticipated, that the changes to infrastructure will not be realized or will cost more than anticipated, and that the Company’s financial results, including the number of shares outstanding, will be different from those anticipated when the effects on EPS, operating margins, and revenue growth were calculated. For a further list and description of risks and uncertainties associated with Beckman Coulter’s and Biosite’s businesses, see their reports filed with the Securities and Exchange Commission, including each company’s “Risk Factors” section in its most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Beckman Coulter disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

This announcement 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 tender offer materials described below because they contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Beckman and Louisiana Acquisition Sub with the SEC on April 2, 2007, as amended. In addition, on April 2, 2007, Biosite filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The tender offer materials 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 free of charge on the SEC’s website (www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer, at (800) 769-4414 (toll free). American Stock Transfer & Trust Company is acting as depositary for the tender offer. The dealer manager for the offer is Morgan Stanley.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Beckman Coulter and Biosite 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 Beckman Coulter and Biosite 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. Beckman Coulter’s and Biosite’s filings with the SEC are also available to the public from commercial document-retrieval services and the SEC’s website.