** **

**SECURITIESAND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

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**FORM 10-K/A****Amendment No. 1**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year endedDecember 31, 2004**

**Commission File Number 000-21930**

 

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**BIOSOURCEINTERNATIONAL, INC.**

(Exact name of registrantas specified in its charter)

 

| ***Delaware***                                                         | *** *** | ***77-0340829***                        |
|------------------------------------------------------------------------|--------------|-----------------------------------------|
| *(State or other  jurisdiction of incorporation or organization)* | * *     | *(I.R.S. Employer  Identification No.)* |

*** ***

***542 Flynn Road, Camarillo,California  93012***(Address of principalexecutive offices)

 

Registrant’s telephonenumber, including area code: **(805) 987-0086**

 

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Securities registeredpursuant to Section 12(b) of the Exchange Act:

 

None

 

Securities registeredpursuant to Section 12(g) of the Exchange Act:

 

Common Stock, $0.001 parvalue

Preferred Stock purchaserights

 

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Indicate by check markwhether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter periods that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ý No o

 

Indicate by check mark ifdisclosure of delinquent filers in response to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of the Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of the Form 10-K or any amendment to this Form 10-K . o

 

Indicate by check markwhether the Registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).

Yes o No ý.

 

The aggregate market value ofthe Registrant’s common stock (held by non-affiliates of the Registrant basedon the last sale price of such stock as reported by the National Association ofSecurities Dealers Automated Quotation National Market System) as of March 14,2005 was $45,801,000.

 

The number of shares of theRegistrant’s common stock outstanding as of March 14, 2005 was 9,729,282.

 

**Documents Incorporated by Reference.**

 

None.

 

 

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**INDEX**

 

**BIOSOURCE INTERNATIONAL, INC.**

 

**ANNUAL REPORT ON FORM10-K/A (Amendment No. 1)**

 

 
| **Page No.**    |
|----------------------|
| **EXPLANATORY NOTE** | 2 |
| **PART III**    |   |   |
|                 | Item 10. | Directors and Executive Officers of the  Registrant | 2 |
|                 | Item 11. | Executive Compensation | 5 |
|                 | Item 12. | Security Ownership of Certain Beneficial Owners  and Management | 9 |
|                 | Item 13. | Certain Relationships and Related Transactions | 10 |
|                 | Item 14. | Principal Accounting Fees and Services | 11 |
| **SIGNATURES**       |   | 12 |

** **

 

1

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** **

**EXPLANATORY NOTE**

 

The purpose of this Amendment No. 1 to the Company’s Annual Report onForm 10-K (the “Annual Report”) for the year ended December 31, 2004, is totimely file required Part III information. We originally expected to incorporate this Part III information from ourdefinitive Proxy Statement but we have postponed our annual meeting.  Accordingly, the Part III informationincluded herein is filed to amend and replace the originally filed Part IIIinformation on our Form 10-K for the year ended December 31, 2004, asoriginally filed on March 23, 2005 (the “Original Filing”).  No attempt has been made in this Form 10-K/Ato modify or update other disclosures presented in the Original Filing.  This Form 10-K/A does not reflect eventsoccurring after the filing of the Original Filing or modify or updatedisclosures, including the exhibits to the Original Filing, affected bysubsequent events.

 

 

**PART III**

 

**Item 10****.*****DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT****.***

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The following table presents information with respect to our executiveofficers and directors.  The Board ofDirectors has affirmatively determined that each member of the Board ofDirectors other than Mr. Bieker and Mr. Weltman is independent under thecriteria established by Nasdaq for independent boardmembers.  In addition, the Board ofDirectors has determined that the members of the Audit Committee meet the additionalindependence criteria required for audit committee membership.

 
| **Name**                          | ** ** | **Age** | ** ** | **Position**                                          |
|-----------------------------------|------------|---------|------------|-------------------------------------------------------|
| Terrance J. Bieker                |       | 59      |       | President and Chief Executive Officer, Director       |
| Alan I. Edrick                    |       | 37      |       | Executive Vice President and Chief Financial Officer  |
| Jozef Vangenechten(4)             |       | 50      |       | Executive Vice President — Commercial Operations |
| Kevin J. Reagan, Ph.D.            |       | 53      |       | Executive Vice President — Technical Operations  |
| Jean-Pierre L. Conte(1)           |       | 41      |       | Chairman of the Board of Directors, Director          |
| David J. Moffa, Ph.D.(1)(2)(3)    |       | 62      |       | Director                                              |
| John R. Overturf, Jr.(2)(3)       |       | 44      |       | Director                                              |
| Robert J. Weltman                 |       | 40      |       | Director                                              |
| John L. Zabriskie, Ph.D.(1)(2)(3) |       | 65      |       | Director                                              |

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(1)                    Member of theCompensation Committee.

(2)                    Member of theAudit Committee.

(3)                    Member of theNominating and Corporate Governance Committee.

(4)                    Status as officerof the Company terminated on December 31, 2004.

 

** **

**2**

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*** ***

***Terrance J. Bieker,*** has served as a director, and as our President andChief Executive Officer, since November 1, 2003.  From April 2003 to October 2003, Mr. Biekerserved as Chief Executive Officer of Axya Medical, Inc. a medical devicecompany engaged in the sales of orthopedic surgical devices.  From 2000 through 2002, Mr. Bieker served asPresident and Chief Executive Officer of MedSafe, Inc. a medical regulatoryconsulting company.  Mr. Bieker wasPresident and CEO of Transfusion Technologies Corporation, a medical devicecompany from 1999 to 2000.  From 1997 to1999, Mr. Bieker served as Executive Vice President and Chief Operating Officerof Safeskin Corporation, a manufacturer of disposable gloveware.  From 1989 to 1997, Mr. Bieker served asChairman, CEO and President of Sanofi Diagnostics Pasteur, Inc., a clinicaldiagnostic division of Sanofi, SA, a French pharmaceuticaland healthcare company. Prior to these appointments, Mr. Bieker served asGeneral Manager of Genetic Systems Corporation. His early career was withvarious divisions of American Hospital Supply Corporation.  Mr. Bieker holds a B.S. degree in Economicsfrom the University of Minnesota.

 

***Jean-Pierre L.Conte*** hasserved as a director since February 2000 and was appointed as Chairman in May2001.  Mr. Conte is currentlyManaging Director and Managing Member of Genstar Capital II LLC, the general partnerof Genstar Capital Partners II, L.P., a private equitylimited partnership.  Mr. Conte is a Managing Director and Partner ofGenstar Capital, L.P., the manager of Genstar Capital Partners III, L.P., aprivate equity limited partnership, and a partner of Stargen III, L.P., aprivate equity limited partnership.  Additionally, he is ManagingDirector, and Managing Member of Genstar Capital LLC, the manager of GenstarCapital Partners IV, L.P., a private equity limitedpartnership, and a partner of Stargen IV, L.P., a private equity limitedpartnership.   Prior to joining Genstar in 1995, he was aprincipal for six years at the NTC Group, Inc., a private equity investmentfirm.  He is a director of PRA International, Inc. as well as severalprivate companies.  Mr. Conte earned a Masters of Business Administrationfrom the Harvard Business School and a Bachelor of Arts from ColgateUniversity.  Mr. Conte has been appointed to the Board of Directorspursuant to an investor rights agreement among us, Genstar and Stargen II LLC,another investor in us.

 

***David J. Moffa, Ph.D.*** has been a director since April 1995.  Dr. Moffa serves as the Regional Director andas Special Projects Director for Lab Corporation of America, Inc. located inFairmont, West Virginia, positions he has held since 1982 and 1984,respectively.  In addition, Dr. Moffacurrently serves as a Director of LabCorp in Pittsburgh, Pennsylvania, aposition he has held since 1985 and is Chairman and CEO of ClinServices LLCsince 1999.****Dr. Moffa also serves on theadvisory board of BB&T Corporation and is an advisor and consultant tovarious diagnostic, scientific and health care facilities.  Dr. Moffa also serves on a number ofcommittees and boards of directors of various privately held companies and governmentaloffices.  Dr. Moffa has completed a postdoctoral fellowship in Clinical Biochemistry at the West Virginia UniversityNational Institutes of Health, holds a Ph.D. in Medical Biochemistry from theWest Virginia University School of Medicine, a Masters of Science degree inBiochemistry from West Virginia University and a Bachelor of Arts degree inPre-Medicine from West Virginia University.

 

***John R. Overturf, Jr.*** has been a director since September 1993.  Mr. Overturf serves as the President of R.O.I.,Inc., a private investment company, a position he has held since July1993.  He also serves as President of theCombined Penny Stock Fund, Inc., a closed-end stock market fund, a position hehas held since August 1996.  FromSeptember 1993 until September 1996, Mr. Overturf served as Vice President ofThe Rockies Fund, Inc., a closed-end stock marketfund.  Mr. Overturf holds a Bachelor ofScience degree in Finance from the University of Northern Colorado.

 

***Robert J. Weltman*** has served as a director of BioSource since February2000.  He is a Managing Director ofGenstar Capital, L.P., the sole general partner of Genstar Capital Partners II,L.P., a private equity limited partnership. Mr. Weltman joined Genstar in August 1995.  Prior to joining Genstar, from July 1993 toJuly 1995, Mr. Weltman was an Associate with Robertson, Stephens & Company,an investment banking firm.  Mr. Weltmancurrently serves as a director of PRA International, Inc.  He holds an AB degree in Chemistry fromPrinceton University.  Mr. Weltman hasbeen appointed to the Board of Directors pursuant to an investor rightsagreement among us, Genstar and Stargen II LLC, another investor in us.

 

***JohnL. Zabriskie, Ph.D.*** has served as a director of BioSource since July 2002.  He is Co-founder and Director of PureTechVentures, a venture creation company since 2001.  From 1997 to 2000 Dr. Zabriskie was Chairmanand Chief Executive Officer of NEN Life Science Products, Inc., a leadingsupplier of kits for labeling and detection of DNA.  From 1995 to 1997, Dr. Zabriskie wasPresident and Chief Executive Officer of Pharmacia and Upjohn, Inc., a Fortune500 pharmaceutical company formed by the merger of Pharmacia AB of Sweden andthe Upjohn Company of Kalamazoo, Michigan. From 1965 until joining Upjohn in 1994, Dr. Zabriskie was employed byMerck and Co., Inc.  He began his careerat Merck as a chemist in 1965 and held various positions including President ofMerck

 

 

3

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Sharp& Dohme and Executive Vice President of Merck and Co., Inc. He has served on a number of boards for health care and academicinstitutions and currently serves on the Board of Directors of Kellogg Co.,Momenta Pharmaceuticals, Inc., Array BioPharma, and MacroChem Corp.  Dr. Zabriskie received his A.B. degree inChemistry from Dartmouth College (N.H.) and his Ph.D. in Organic Chemistry fromthe University of Rochester (N.Y.).

 

***Alan I Edrick***joined BioSource in May 2004 as Executive VicePresident and Chief Financial Officer.  Prior thereto, from 1998 toFebruary 2004, Mr. Edrick served as Senior Vice President and Chief FinancialOfficer at North American Scientific, Inc., a leading medical device andspecialty pharmaceutical company.  From 1989 to 1998, Mr. Edrick worked atPrice Waterhouse LLP in various positions, including Senior Manager, CapitalMarkets.  Mr. Edrick received his B.A. degree from UCLA and an M.B.A. fromthe Anderson School at UCLA.

 

***JozefVangenechten, Ph.D.***became Executive Vice President of Commercial Operations in April 2004and was Managing Director of BioSource Europe, S.A. ,our Belgium subsidiary, from February 1998 through March 2004, through ourengagement of Vita B.V.B.A., a consulting firm in which Dr. Vangenechten is abeneficial owner and serves as President. From 1988 to February 1998, Dr. Vangenechten worked for SGS (SocieteGenerale de Surveillance, Switzerland), an international provider ofinspection, verification, testing and certification services, as GeneralManager and Director of their environmental consultancy operations inBelgium.  From 1981 to 1988 Dr.Vangenechten worked as a researcher at the Radiobiology Division of the BelgiumNuclear Energy Research Center.  Dr.Vangenechten received both his Masters and Ph.D. degrees in Biology andPhysiology from the University of Antwerp in Belgium.

 

***KevinJ. Reagan, Ph.D.***became Executive Vice President of Technical Operations in February of2004 and was Vice President, Immunology from December 1996 through January2004.  From 1991 to December 1996, Dr. Reagan served as the first Directorof Development Laboratories and then Vice President, Laboratory Operations atSpecialty Laboratories, Inc., a clinical reference lab. From 1990 to 1991, Dr.Reagan was the Associate Director of AIDS/Hepatitis R&D at OrthoDiagnostics, Inc., a Johnson & Johnson Company.  Dr. Reagan receivedhis Bachelor of Arts in Biological Sciences from the University ofDelaware.  Dr. Reagan received both his Masters and Ph.D. degrees inMicrobiology and Immunology from Hahnemann Medical College.

 

AUDIT COMMITTEE

 

The Audit Committee is currently comprised of Mr. Overturf, Dr. Moffaand Dr. Zabriskie.  All of the members ofthe Audit Committee meet the criteria for independence under the SECregulations and each member is qualified as an “audit committee financialexpert” as defined in Item 401(h)(2) of RegulationS-K.

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Securities Exchange Act of 1934, requires ourexecutive officers, directors, and persons who own more than ten percent of aregistered class of our equity securities to file reports of ownership andchanges in ownership with the Securities and Exchange Commission (the “SEC”).  Executive officers, directors andgreater-than-ten percent stockholders are required by SEC regulations tofurnish us with all Section 16(a) forms they file.  Based solely on our review of the copies ofthe forms furnished to us and written information given to us by our executiveofficers and directors, we believe that, during the year ended December 31,2004, all Section 16(a) filing requirements were met, except for the following;John Overturf filed one late Form 4 reporting a transaction that occurred inDecember 2004.

 

CODE OF ETHICS

 

We have adopted a Code of Ethical Conduct that applies to the Company’sprincipal executive officer and all members of its finance department,including its principal financial officer. The Code of Ethical Conduct is available at the Company’s website,www.biosource.com, under the “Corporate Governance” caption.  Any amendments or waivers to the Code ofEthical Conduct will be disclosed on the Company’s website following the dateof such amendment or waiver.  Informationon the Company’s website, however, does not form a part of this Form 10-K/A.

 

 

4

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** **

**Item 11****.*****EXECUTIVE COMPENSATION*.**

 

**SUMMARY COMPENSATION TABLE**

 

Thefollowing table sets forth information covering total compensation earned orpaid to the Chief Executive Officer and the four other most highly compensatedexecutive officers who served in such capacities as of December 31, 2004 (the “NamedExecutive Officers”), for services rendered to the Company during each of thepast three fiscal years.
| ** **                              | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | **Long Term Compensation** | ** ** |
|-----------------------------------------|------------|------------|------------|-------------------------|------------|----------------------------|------------|
| **Name and**

**Principal Position(1)** | ** ** | **Year**   | ** ** | **Salary ($)**          | ** ** | **Bonus ($)**              | ** ** | **Other  Annual  Compen- sation ($)** | ** ** | **Number of  Securities  Underlying  Options** | ** ** | **All Other  Compen- sation(2)** | ** ** |
| Terrance J.  Bieker                     |       | 2004       |       | 275,000                 |       | 110,000                    |       | — |   | 140,000 |   | 1,887 |   |
| *Chief Executive  Officer and*          |       | 2003       |       | 40,105                  |       | 90,000                     |       | 235,000 |   | 285,000 |   | 194 |   |
| *President(3)*                          |       | 2002       |       | —                  |       | —                     |       | — |   | — |   | — |   |
|                                    |       |       |       |                    |       |                       |       |   |   |   |   |   |   |
| Alan I. Edrick                          |       | 2004       |       | 117,167                 |       | 45,600                     |       | 18,720 |   | 150,000 |   | 195 |   |
| *Chief  Financial Officer and*          |       | 2003       |       | —                  |       | —                     |       | — |   | — |   | — |   |
| *Executive  Vice President(4)*          |       | 2002       |       | —                  |       | —                     |       | — |   | — |   | — |   |
| * *                                |       |       |       |                    |       |                       |       |   |   |   |   |   |   |
| Jozef  Vangenechten.                    |       | 2004       |       | 93,291                  |       | 10,000                     |       | 45,000 |   | 50,000 |   | 88 |   |
| *Executive  Vice President*             |       | 2003       |       | —                  |       | —                     |       | — |   | — |   | — |   |
| *Commercial  Operations(5)*             |       | 2002       |       | —                  |       | —                     |       | — |   | 15,000 |   | — |   |
|                                    |       |       |       |                    |       |                       |       |   |   |   |   |   |   |
| Kevin J. Reagan,  Ph.D.                 |       | 2004       |       | 187,758                 |       | 45,600                     |       | 12,788 |   | 30,000 |   | 1,210 |   |
| *Executive  Vice President*             |       | 2003       |       | 170,000                 |       | 12,000                     |       | — |   | — |   | 1,161 |   |
| *Technical  Operations*                 |       | 2002       |       | 154,900                 |       | 30,810                     |       | — |   | — |   | 1,135 |   |

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(1)                    For a descriptionof employment agreements between certain executive officers and us, see “Employment Agreementswith Executive Officers” below.

 

(2)                    Consists of group life insurance premiums paid by usand matching contributions that we made to the Company’s 401(k) Plan.

 

(3)                    Mr. Bieker began his employment with us on November 1,2003.  The 2003 bonus consists of a$90,000 signing bonus and the other annual compensation consists of partialpayment for relocation costs.

 

(4)                      Mr.Edrick began his employment with us on May 6, 2004.  The 2004 other annual compensation consistsof a partial payment on a signing bonus.

 

(5)                      Mr.Vangenechten was employed by us from April 1, 2004 to December 31, 2004.  Please also see discussion ofpost-termination payment arrangements involving Mr. Vangenechten under “EmploymentAgreements” below.

 

 

5

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** **

**OPTION/SARGRANTS IN FISCAL YEAR 2004**

 

The followingtable sets forth certain information regarding the grant of stock options madeduring the fiscal year ended December 31, 2004 to the Named Executive Officers.
| **Name**                | ** ** | **Number of  Securities  Underlying  Options  Granted** | ** ** | **Percent of Total  Options  Granted to  Employees in  Fiscal Year(1)** | ** ** | **Exercise  Price per  Share  ($/sh.)** | ** ** | **Expiration  Date** | ** ** | **Potential Realizable Value of  Assumed Annual Rates of  Stock Price Appreciation for  Option Term** | ** ** |
|-------------------------|------------|---------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|-----------------------------------------|------------|----------------------|------------|-------------------------------------------------------------------------------------------------------|------------|
| ** **              | ** ** | ** **                                              | ** ** | ** **                                                              | ** ** | ** **                              | ** ** | ** **           | ** ** | **5%****($)**                                                                                         | ** ** | **10%****($)** | ** ** |
| Terrance J.  Bieker     |       | 140,000                                                 |       | 23.5                                                                    | %          | 6.41                                    |       | 12/7/2014            |       | $                                                                                                     | 573,492    |   | $ | 1,444,749 |   |
| Alan I. Edrick          |       | 100,000                                                 |       | 16.7                                                                    | %          | 7.99                                    |       | 5/10/2014            |       | $                                                                                                     | 502,487    |   | $ | 1,273,400 |   |
|                    |       | 50,000                                                  |       | 8.4                                                                     | %          | 6.41                                    |       | 12/7/2014            |       | $                                                                                                     | 204,819    |   | $ | 515,982 |   |
| Jozef  Vangenechten     |       | 50,000                                                  |       | 8.4                                                                     | %          | 7.00                                    |       | 4/1/2014             |       | $                                                                                                     | 220,113    |   | $ | 557,810 |   |
| Kevin J. Reagan,  Ph.D. |       | 130,000                                                 |       | 15.0                                                                    | %          | 6.99                                    |       | 2/15/2014            |       | $                                                                                                     | 131,879    |   | $ | 334,208 |   |

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(1)                      Basedupon an aggregate of 593,800 options granted during the year ended December 31,2004.

 

(2)                      Calculatedon the assumption that the market value of the underlying stock increases atthe stated values compounded annually for the ten-year term of the option, andthat the option is exercised and sold on the last day of its term for theappreciated stock price. There can be no assurance that the actual stock priceappreciation over the ten year option term will be at the assumed 5% and 10%levels or at any other defined level. Unless the market price of the CommonStock appreciates over the option term, no value will be realized from thoseoption grants that were made to the Named Executive Officers with an exerciseprice equal to the fair market value of the option shares on the grant date.

 

 

**AGGREGATED OPTION EXERCISES INLAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES**

 

The following table sets forth, for the Named Executive Officers,certain information regarding options exercised in fiscal year 2004, the numberof shares of common stock underlying stock options held and the value ofoptions held at fiscal year end based upon the last reported sales price of thecommon stock on the NASDAQ market on December 31, 2004 ($6.90 per share).
| **Name**               | ** ** | **Shares Acquired on Exercise** | ** ** | **Value Realized** | ** ** | **Number of Securities Underlying  UnexercisedOptions at  December 31, 2004.** | ** ** | **Value of Unexercised**** In-The-Money Options at  December 31, 2004.** | ** ** |
|------------------------|------------|---------------------------------|------------|--------------------|------------|--------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------|------------|
| ** **             | ** ** | **(#)**                         | ** ** | **($)**            | ** ** | **Exercisable**                                                                | ** ** | **Unexercisable**                                                             | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| Terrance J. Bieker     |       | —                          |       | —             |       | 77,187                                                                         |       | 347,813                                                                       |       | $ | — |   | $ | 65,800 |   |
| Alan I. Edrick         |       | —                          |       | —             |       | —                                                                         |       | 150,000                                                                       |       | — |   | 23,500 |   |
| Jozef Vangenechten     |       | —                          |       | —             |       | 39,873                                                                         |       | 58,127                                                                        |       | 67,363 |   | 8,777 |   |
| Kevin J. Reagan, Ph.D. |       | —                          |       | —             |       | 89,248                                                                         |       | 41,252                                                                        |       | 65,940 |   | — |   |
|                        |            |                                 |            |                    |            |                                                                                |            |                                                                               |            |  |  |  |  |  |  |

** **

**EMPLOYMENT AGREEMENTS**

 

We have entered into employment contracts with thefollowing executive officers.

 

*Terrance J. Bieker*

 

Weentered into an executive employment agreement with Terrance J. Bieker to serveas our President and Chief Executive Officer, effective as of November 1,2003.  Pursuant to this agreement, Mr.Bieker now receives an annual base salary of $300,000, which the Board mayincrease at the end of each year of his employment.  In addition to the base salary to be paid toMr. Bieker, we paid Mr. Bieker a one time signing bonus in the amount of $90,000,upon commencement of his employment.  Inaddition, Mr. Bieker received a one time payment of $235,000, the intent ofwhich was to have such amounts applied as partial payment of the costs andexpenses incurred by him in connection with his relocation to California.  Mr. Bieker is also eligible to receive anannual bonus under our management

 

 

6

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incentiveplan to be agreed upon between Mr. Bieker and the Board on an annualbasis.  The management incentive plan in2004 provides for the payment of a bonus equal to fifty percent (50%) of Mr.Bieker’s then-current base salary upon achieving specified target objectivesset forth in the plan.  The agreementterminates on December 31, 2007.  In theevent that Mr. Bieker’s employment is terminated without cause during the termof the agreement, we are obligated to continue to pay Mr. Bieker’s then-currentbase salary for a period of 12 months following the effective date of suchtermination.  In connection with hisemployment, Mr. Bieker received an initial grant of stock options to purchase285,000 shares of our Common Stock at an exercise price equal to the fairmarket value of our Common Stock on the date of grant, or $7.18 per share.  In certain instances involving a “change ofcontrol,” as defined in our 2000 Non-Qualified Stock Option Plan, the stockoptions which have been granted to Mr. Bieker that are unvested at the time ofsuch change of control become immediately vested and exercisable.

 

*Alan I. Edrick*

 

We entered into an executive employment agreement withAlan I. Edrick, effective May 10, 2004, to serve as our Executive VicePresident and Chief Financial Officer, effective May 17, 2004.  Pursuant to his employment agreement, Mr.Edrick now receives an annual base salary of $213,000, which the ChiefExecutive Officer may increase at the end of each year of Mr. Edrick’semployment.  In addition to his basesalary, Mr. Edrick is entitled to receive an additional $72,000 as a signingbonus, which amount is being paid in thirty equal monthly installments of$2,400 each commencing May 10, 2004, and ending on the earlier of November 10,2006 or the date upon which Mr. Edrick’s employment with us terminates for anyreason.  Mr. Edrick is also eligible toreceive an annual bonus under our management incentive plan.  The management incentive plan in 2004 nowprovides for the payment of a bonus equal to forty percent (40%) of Mr. Edrick’sthen-current base salary upon achieving specified target objectives set forth inthe plan.  The agreement terminates onMay 9, 2008.  In the event that Mr.Edrick’s employment is terminated without cause by us, or for good reason byMr. Edrick (as defined in the agreement), during the term of the agreement, theagreement provides for a severance equal to nine months of his then currentbase salary.  In connection with hisemployment, Mr. Edrick received an initial grant of stock options to purchase100,000 shares of our Common Stock at an exercise price equal to the fairmarket value of our Common Stock on the date of grant, or $7.99 per share.  In certain instances involving a “change ofcontrol,” as defined in our 2000 Non-Qualified Stock Option Plan, the stockoptions which have been granted to Mr. Edrick that are unvested at the time ofsuch change of control become immediately vested and exercisable.

 

*Jozef Vangenechten*

 

We entered into an executive employment agreement with JozefVangenechten to serve as our Executive Vice President — Commercial Operations,effective as of April 1, 2004.  Thisemployment agreement was terminated effective December 31, 2004 pursuant to anAgreement to Terminate Executive Employment Agreement (the “TerminationAgreement”).  In addition to the basesalary paid to Dr. Vangenechten, we paid various travel and living expensesduring the term of his employment. Pursuant to the terms of the Termination Agreement, no severance orother payment is required to be paid to Dr. Vangenechten in connection with thetermination of his employment but Dr. Vangenechten remains entitled to receivea bonus for 2004 under our management incentive plan.  The management incentive plan provides forthe payment of a bonus equal to $62,000 for 2004 upon achieving specifiedtarget objectives set forth in the plan. Additionally, under the Termination Agreement, Dr. Vangenechten isentitled to keep stock options granted to him under his employment agreement topurchase 50,000 shares of our Common Stock at an exercise price equal to thefair market value of our Common Stock on the date of grant, or $7.00 pershare.  In certain instances involving a “changeof control,” as defined in our 2000 Non-Qualified Stock Option Plan, the stockoptions which have been granted to Dr. Vangenechten that are unvested at thetime of such change of control become immediately vested and exercisable.

 

Concurrent with the Termination Agreement, our Belgium subsidiaryexecuted a new management agreement with Vita B.V.B.A., a consulting firm inwhich Dr. Vangenechten is a beneficial owner and serves as President (“VITA”).   This management agreement re-engages VITA tomanage, oversee and direct the business and affairs of our Belgium subsidiary,subject to the supervision of the subsidiary’s Board of Directors.  For its services, VITA will invoice the Belgiumsubsidiary on a monthly basis but will not be entitled to receive more than€234,000 in any calendar year.  Themanagement agreement with VITA may be terminated by the Belgium subsidiary atany time upon thirty days notice and without penalty to our subsidiary.  However, if the VITA management agreement isterminated without cause, VITA will be entitled to receive from us nine monthsof the then-current annual fee.

 

 

7

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*Kevin Reagan*

 

We also entered into an executive employment agreement with KevinReagan to serve as our Executive Vice President — Technical Operations,effective as of February 15, 2004. Pursuant to his employment agreement, Dr. Reagan receives an annual basesalary of $200,000, which the President may increase at the end of each year ofDr. Reagan’s employment.  Dr. Reagan isalso eligible to receive an annual bonus under our management incentiveplan.  The management incentive plan in2004 provides for the payment of a bonus equal to thirty-five percent (35%) ofDr. Reagan’s then-current base salary upon achieving specified targetobjectives set forth in the management incentive plan.  The agreement terminates on December 31,2007.  In the event that Dr. Reagan’semployment is terminated without cause, the agreement provides for a severanceequal to nine months of his current base salary.  In connection with his employment, Dr. Reaganwas also granted stock options to purchase 30,000 shares of our Common Stock atan exercise price equal to the fair market value of our Common Stock on thedate of grant, or $6.99 per share.  Incertain instances involving a “change of control,” as defined in our 2000Non-Qualified Stock Option Plan, the stock options which have been granted toMr. Reagan that are unvested at the time of such change of control becomeimmediately vested and exercisable.

 

 

DIRECTORS COMPENSATION

 

Our director who is a Company employee, Mr. Bieker, receives noseparate compensation for serving as a director. As of January 1, 2005, eachnon-employee director will receive a payment of $3,000 for each board meetingattended in person, $1,000 for each telephonic board meeting and $1,000 peryear for service on a board committee. The Chairman of the Board and the Chairof the Audit Committee each receive an additional annual retainer of $5,000 andthe Chair of the Nominating and Corporate Governance Committee receives anadditional annual retainer of $3,000.  Inaddition, each non-employee director receives an annual grant of 8,000non-statutory, fully vested stock options, exercisable at the fair market valueof our common stock on the date of grant. Directors may be reimbursed for certain expenses incurred in connectionwith attending Board meetings.

 

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

 

No member of the Compensation Committee served as an officer oremployee of the Company at any time during fiscal 2004.  Additionally, no current executive officer orDirector has served as a member of the board of directors or compensationcommittee of any entity for which a member of our Board of Directors orCompensation Committee has served as an executive officer.

 

 

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** **

**Item 12****.****         *****SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND  RELATED STOCKHOLDER MATTERS*****.**

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT

 

The following table sets forth information knownto us regarding the beneficial ownership of our common stock, as of April 1,2005, by (i) each stockholder known by us to be the beneficial owner of morethan five percent of the outstanding shares of our common stock, (ii) each ofour directors, (iii) each of our executive officers, and (iv) all of ourcurrent executive officers and directors as a group.  Except as may be indicated in the footnotesto the table and subject to applicable community property laws, each suchperson has the sole voting and investment power with respect to the sharesowned.  Unless otherwise indicated, theaddress of each person listed is in care of BioSource International, Inc., 542Flynn Road, Camarillo, California 93012, and the address of Messrs. Conte,Weltman and Genstar Capital LLC is Four Embarcadero Center, Suite 1900, San Francisco, California 94111.
| **Name and Address**                                                | ** ** | **Number of Shares of  Common Stock  Beneficially Owned** | ** ** | **Shares which  may be Acquired  within 60 Days(1)** | ** ** | **Percent****Owned(1,2)** | ** ** |
|---------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|------------------------------------------------------|------------|---------------------------|------------|
| Genstar Capital  LLC(3)                                             |       | 3,468,856                                                 |       | 1,335,000                                            |       | 31.3                      | %          |   |
| Jean-Pierre L.  Conte(4)                                            |       | 3,408,189                                                 |       | 1,311,000                                            |       | 30.8                      | %          |   |
| Oxford  BioScience Partners IV L.P.(5)                              |       | 717,293                                                   |       | —                                               |       | 7.4                       | %          |   |
| Royce &  Associates LLC(6)                                      |       | 706,000                                                   |       | —                                               |       | 7.2                       | %          |   |
| Kennedy Capital  Management, Inc.(7)                                |       | 668,283                                                   |       | —                                               |       | 6.9                       | %          |   |
| Westfield  Capital Management Co. LLC.(8)                           |       | 555,800                                                   |       | —                                               |       | 5.7                       | %          |   |
| Terrance J.  Bieker                                                 |       | 130,811                                                   |       | 112,811                                              |       | 1.3                       | %          |   |
| Kevin J. Reagan                                                     |       | 109,541                                                   |       | 104,040                                              |       | 1.1                       | %          |   |
| John L.  Zabriskie, Ph.D.                                           |       | 60,500                                                    |       | 45,500                                               |       | *                         |       |   |
| Jozef  Vangenechten, Ph.D                                           |       | 57,682                                                    |       | 57,582                                               |       | *                         |       |   |
| David J. Moffa, Ph.D.(9)                                            |       | 56,350                                                    |       | 48,500                                               |       | *                         |       |   |
| John R.  Overturf, Jr.                                              |       | 43,600                                                    |       | 36,000                                               |       | *                         |       |   |
| Alan I. Edrick                                                      |       | 30,500                                                    |       | 25,000                                               |       | *                         |       |   |
| Robert J.  Weltman(10)                                              |       | 27,333                                                    |       | 24,000                                               |       | *                         |       |   |
| All directors  and executive officers as a group (nine persons)(11) |       | 3,924,506                                                 |       | 1,764,433                                            |       | 34.1                      | %          |   |

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*  Lessthan one percent.

** **

(1)                      Consists of shares of common stock thatan individual or group has a right to acquire within 60 days after April1, 2005 pursuant to the exercise of options or warrants and are deemed to beoutstanding for the purpose of computing the percentage ownership of suchindividual or group, but are not deemed to be outstanding for computing thepercentage ownership of any other person or group shown in the table.

 

(2)                      Percentageownership is calculated based on 9,746,079 shares of common stock outstandingas of April 1, 2005.

 

(3)                      Includes(i) 2,032,809 shares of common stock and 1,262,542 shares of common stockissuable upon exercise of immediately exercisable warrants held by GenstarCapital Partners II, L.P., (ii) 34,380 shares of common stock and 24,458 sharesof common stock issuable upon exercise of immediately exercisable warrants heldby Stargen II LLC, (iii) 30,000 shares of common stock and 24,000 sharessubject to outstanding options which are deemed to be beneficially owned, ineach case held by Mr. Conte, (iv) 3,333 shares of common stock and 24,000shares of common stock subject to outstanding options which are deemed to bebeneficially owned, in each case held by Mr. Weltman, (v) 16,667 shares ofcommon stock held by Richard F. Hoskins and (vi) 16,667 shares of common stockheld by Richard D. Paterson.  GenstarCapital LLC is the general partner of Genstar Capital Partners II, L.P.  Mr. Conte, Mr. Hoskins and Mr. Paterson arethe managers and managing directors of Genstar Capital LLC and are members ofStargen II LLC, and Mr. Paterson is the Administrative Member of Stargen IILLC.  In such capacities Messrs. Conte,Hoskins and Paterson may be deemed to beneficially own shares of common stockbeneficially held by Genstar Capital Partners and Stargen II LLC, but disclaimsuch beneficial ownership, except to the extent of their economic interest inthese shares.  Messrs. Conte, Hoskins,Paterson, Genstar Capital LLC, Genstar Capital Partners II, L.P. and Stargen IILLC may be deemed to be acting as a group in relation to their respectiveholdings in BioSource but do not affirm the existence of any such group.

 

 

9

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(4)                      Mr.Conte’s beneficial ownership is described in clauses (i), (ii) and (iii) offootnote 3.  Mr. Conte is a manager andmanaging director of Genstar Capital LLC and is a member of Stargen IILLC.  In such capacity, Mr. Conte may bedeemed to beneficially own shares of common stock beneficially held by GenstarCapital Partners and Stargen II LLC, but he disclaims such beneficial ownership,except to the extent of his economic interest in those shares.

 

(5)                      Asdisclosed on Form 13-G, filed with the Securities and Exchange Commission onFebruary 14, 2005 by Oxford BioScience Partners IV L.P.

 

(6)                      Asdisclosed on Form 13F-F, filed with the Securities and Exchange Commission onFebruary 10, 2005 by Royce & Associates LLC.

 

(7)                      Asdisclosed on Form 13F-NT, filed with the Securities and Exchange Commission onFebruary 15, 2005 by Kennedy Capital Management, Inc.

 

(8)                      Asdisclosed on Form 13F-F, filed with the Securities and Exchange Commission onFebruary 14, 2005 by Westfield Capital Management Co. LLC.

 

(9)                      Includes(i) 48,500 shares subject to outstanding options which are deemed to bebeneficially owned; (ii) 550 shares of common stock held solely by Dr. Moffa’sspouse; (iii) 4,000 shares of common stock held jointly with Dr. Moffa’sspouse; and (iv) 2,850 shares of common stock held directly.

 

(10)                Includes(i) 3,333 shares of common stock held directly; (ii) 24,000 shares of commonstock reserved for issuance upon exercise of stock options which are deemed tobe beneficially owned.  Mr. Weltman isalso a Principal of Genstar Capital LP and a member, but not a managing member,of Stargen II LLC.  Mr. Weltman does nothave power to vote or dispose of, or to direct the voting or disposition of,any securities beneficially owned by Genstar Capital LLC or Stargen IILLC.  Mr. Weltman disclaims that hebeneficially owns any shares of common stock beneficially owned by GenstarCapital LLC or Stargen II LLC, except to the extent of his economic interest inshares owned by Genstar Capital LLC or Stargen II LLC.

 

(11)                Includes477,433 shares subject to outstanding options which are deemed exercised and1,287,000 shares of common stock reserved for issuance upon the exercise ofwarrants.

 

 

EQUITY COMPENSATION PLAN INFORMATION

 

The Equity Plan Compensation Information identified in Part II, Item 5on the Form 10-K for the year ended December 31, 2004, as originally filed onMarch 23, 2005, is incorporated by reference into this Part III, Item 12 bythis reference.

 

 

**Item 13****.*****CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS****.***

 

Except as disclosed in this Annual Report on Form 10-K/A, neither thenominees for election as directors, our directors or executive officers, norany stockholder owning more than five percent of our issued shares, nor any oftheir respective associates or affiliates, had any material interest, direct orindirect, in any material transaction to which we were a party during fiscal2004, or which is presently proposed.

 

 

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** **

**Item 14****.*****PRINCIPAL ACCOUNTANT FEES AND SERVICES****.***

 

FEES TO INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

 

The following table is a summary of the fees for professional servicesrendered by KPMG, LLP for fiscal 2004 and 2003.

** **
| ** **         | ** ** | **Fiscal 2004** | ** ** | **Fiscal 2003** | ** ** |
|--------------------|------------|----------------------|------------|----------------------|------------|
| ** **         | ** ** | **(in thousands)**   | ** ** |
| Audit fees(1)      |       | $                    | 196        |                 | $          | 191 |   |
| Audit-related fees |       | —               |       | —               |       |
| Tax fees(2)        |       | 67                   |       | 97                   |       |
| All other fees     |       | 5                    |       | —               |       |
| Total Fees         |       | $                    | 268        |                 | $          | 288 |   |

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(1)                                  Audit fees consist of fees billed for theaudit of our consolidated annual financial statements and the review of ourinterim quarterly financial statements.

(2)                                  Tax fees consisted of fees for taxcompliance, tax advice and tax planning services.

 

 

POLICYON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee’spolicy is to pre-approve all audit and permissible non-audit services to beprovided by KPMG, LLP.  These servicesmay include audit services, audit-related services, tax services and otherservices.  Pre-approval is generallyprovided for up to one year and any pre-approval is detailed as to theparticular service or category of services and is generally subject to a specificbudget. KPMG, LLP and management are required to periodically report to theAudit Committee regarding the extent of services provided in accordance withthis pre-approval, and the fees for the services performed to date.  The Audit Committee may also pre-approveparticular services on a case-by-case basis.

 

 

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** **

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this Form 10-K/A (Amendment No. 1) to be signed on itsbehalf by the undersigned, thereunto duly authorized.
|                 | BIOSOURCE INTERNATIONAL, INC. |
|----------------------|-------------------------------|
| Date: April 26, 2005 | By:                           | /s/    Terrance  J. Bieker |   |
|                 |                          | Terrance J. Bieker |
|                 |                          | President and Chief Executive Officer |
| Date: April 26, 2005 | By:                           | /s/    Alan  I. Edrick |   |
|                 |                          | Alan I. Edrick |
|                 |                          | Executive Vice President and Chief Financial Officer |

 

** **

**12**

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