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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 10-Q

(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or
15(d) of the Secutities Exchange Act of 1934

For the quarterly period ended June 30, 2001, or

[  ] Transition Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from  to

Commission file number 0-21615

# BOSTON BIOMEDICA, INC.(Exact name of Registrant as Specified in its Charter)

Massachusetts           

             
             
             
             
  04-2652826
          
(State or other Jurisdiction of        
             
             
             
             
             
             
            
(I.R.S. Employer          
          
           
Incorporation or Organization)     
             
             
             
             
             
             
           
 Identification No.)

375 West Street,        
             
             
            
             
             
             
             
             
             
             
     
West Bridgewater, Massachusetts           
           
           

             
             
  02379-1040
    (Address of Principal Executive Offices)
            
            
             
             
             
             
             


(Zip Code)

Registrants telephone number, including area
code(508) 580-1900

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]     No [  ]

The number of shares outstanding of the Registrants only
class of common stock as of August 3, 2001, was 6,058,502.

---

Part I  FINANCIAL INFORMATION
  Item 1. Financial Statements
    Consolidated Statements of Operations:
        Three and Six Months Ended June 30, 2001
    Balance Sheet
    Statement of Cash Flows
    Notes to Financial Statements
  Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Item 3. Quantitative and Qualitative Disclosures About Market Risk

Part II  OTHER INFORMATION
  Item 1. Legal Proceedings
  Item 2. Changes in Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits and Reports on Form 8-K
  Signature

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

The accompanying notes are an integral part of the
Consolidated Financial Statements

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

The accompanying notes are an integral part of the
Consolidated Financial Statements

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

The accompanying notes are an integral part of the
Consolidated Financial Statements

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

## (1) Basis of
Presentation

The accompanying  unaudited  consolidated  financial statements have been prepared in accordance with generally accepted accounting
     principles for the interim financial  information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments   (consisting  of  only  normal  recurring  adjustments)  considered
necessary for a fair presentation have been included.  Operating results for the
three months and six months ended June 30, 2001 are not  necessarily  indicative
of the results that may be expected for the year ending  December 31, 2001.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes  thereto  included in the Form 10-K/A filing for the fiscal year ended
December  31,  2000 for  Boston  Biomedica,  Inc.  and  Subsidiaries  (the
Company  or Boston Biomedica) and the Companys Form 10-Q
filing for the three months ended March 31, 2001.

In  February  2001,  the  Company  sold the
business   and   certain   assets   of   BBI   Clinical    Laboratories,    Inc.
(BBICL),  a wholly-owned subsidiary of the Company, to a third party
in  conjunction  with its  decision  to exit  the  clinical  laboratory  testing
business.   Accordingly,   the  accompanying   financial  statements  have  been
reclassified  to present  BBICLs  net assets and results of  operations as
discontinued operations.

Certain amounts included in the prior year's
financial   statements  have  been   reclassified  to  conform  to  the  current
years presentation.

## (2) Recent
Accounting Standards

Statement of Financial Accounting Standards
No.   133,    Accounting   for   Derivative    Instruments   and   Hedging
Activities  (SFAS 133), as amended,  is effective for the first quarter of
fiscal years beginning after June 15, 2000. The new standard requires  companies
to record derivatives on the balance sheet as assets or liabilities, measured at
fair  value.  Gains or losses  resulting  from  changes  in the  values of those
derivatives  are  accounted  for  depending  on the use of the  derivatives  and
whether  they  qualify  for  hedge  accounting.  The  key  criterion  for  hedge
accounting  is that  the  hedging  relationship  must  be  highly  effective  in
achieving  offsetting  changes in fair value or cash flows. The Company does not
currently engage in derivative  trading or hedging activities so the adoption of
SFAS 133 did not have a material effect on its financial statements.

Statement of Financial Accounting Standards
No. 141,  Business  Combinations  (SFAS 141),  is effective  for all
business  combinations  initiated after June 30, 2001. The new standard requires
companies  to  record  business   combinations  using  the  purchase  method  of
accounting.  The  Company  does not  expect the  adoption  of SFAS 141 to have a
material effect on its financial statements.

Statement of Financial Accounting Standards
No.  142,  Goodwill  and Other  Intangible  Assets  (SFAS  142),  is
effective for the Company  beginning  January 1, 2002. SFAS 142 requires,  among
other things,  the cessation of the amortization of goodwill.  In addition,  the
standard  includes  provisions  for the  reclassification  of  certain  existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential future  impairments of goodwill.  SFAS 142 also
requires  companies  to complete a  transitional  goodwill  impairment  test six
months from the date of adoption.  We are currently assessing the impact of this
new statement on our consolidated  financial  position and results of operations
but do not  believe  that  its  adoption  will  have a  material  effect  on the
Companys financial statements.

## (3)
Inventories

## (4) Segment
Reporting and Related Information (in thousands)

Operating   segments  are  components  of  an
enterprise  for  which  separate  financial  information  is  available  that is
evaluated  regularly by senior management in deciding how to allocate  resources
and in assessing the performance of each segment.  The Company is organized into
segments  along  legal  entity  lines and senior  management  regularly  reviews
financial results for all entities,  focusing primarily on revenue and operating
income.

The Company had four operating  segments as
of June 30, 2001: Diagnostics;  Biotech; Laboratory Instrumentation and Pressure
Cycling    Technology    (PCT).    The   Company   has   split   its
Other  segment into two  components;  PCT and  Panacos.  For most of
fiscal year 2000 the Company also had a drug discovery segment which was Panacos
Pharmaceuticals.  In  November  2000,  Panacos  sold a majority of its equity to
third party investors and as a result,  the Company no longer  consolidates  the
results of Panacos in its financial  reporting.  The Diagnostics  segment serves
the worldwide in vitro diagnostics industry,  including end users and regulators
of their test kits, with quality control  products and test kit components.  The
Biotech  segment  provides  research and  development  support for the other BBI
segments as well as contract  research and  repository  services for agencies of
the United States Government,  industry and other third parties.  The Laboratory
Instrumentation   segment  sells  diagnostic  instruments  and  medical  devices
primarily to the  worldwide in vitro  diagnostic  industry on an OEM basis,  and
also performs in-house instrument  servicing.  The PCT segment conducts research
and development using the Companys  patented Pressure Cycling  Technology,
with  particular  focus in the areas of nucleic acid  purification  and pathogen
inactivation.  This segment does not currently have any  significant  product or
service revenue. The revenue to date consists of both private and public funding
of specific research projects.  Most of the expenditures by this segment are for
R&D expenses and general management expenses, including patent costs.

The  Companys  underlying  accounting
records  are  maintained  on a legal  entity  basis for  government  and  public
reporting  requirements,  as  well  as  for  segment  performance  and  internal
management  reporting.  Inter-segment  sales are recorded on a "third party best
price" basis and are significant in measuring  segment  operating  results.  The
following segment  information has been prepared in accordance with the internal
accounting policies of the Company, as described above. Prior year data has been
restated to conform to the current year presentation format.

In the first  quarter of 2001,  the Company
adjusted its  absorption of corporate  overhead  based upon a revised  corporate
structure  effective in year 2001. The present corporate  structure reflects the
Companys  implementation,  in the latter part of year 2000, of a cost reduction
plan at the  Laboratory  Instrumentation  segment,  the  Companys  spin-off  of
Panacos  as an  independent  company,  and the  Companys  decision  to exit the
Clinical   Laboratory  testing  business.   The  latter  item  is  reflected  as
discontinued operations in the accompanying financial statements.  In accordance
with generally  accepted  accounting  principles,  the Company ceased allocating
corporate  overhead to the Clinical  Laboratory testing business for all periods
presented.  This adjustment  results in the  Diagnostics  unit absorbing a large
portion of corporate  overhead which in prior years would have been allocated to
Panacos and the Clinical Laboratory testing business.

## (5)
Computation of Net Income (Loss) per Share

Basic earnings (loss) per share is computed
by dividing net income  (loss) by the weighted  average  number of common shares
outstanding.  Diluted  earnings  (loss) per share is computed  by  dividing  net
income (loss) by the weighted  average number of common shares  outstanding plus
additional common shares that would have been outstanding if dilutive  potential
common  shares had been  issued.  For the  purposes of this  calculation,  stock
options are considered  common stock equivalents in periods in which they have a
dilutive  effect.  Stock  options that are  antidilutive  are excluded  from the
calculation. Potentially dilutive stock options having a net effect of 1,121,695
and 371,071  common  shares,  for the three months ended June 30, 2001 and 2000,
respectively,  and 1,033,755 and 585,493 common shares, for the six months ended
June 30, 2001 and 2000,  respectively,  were not included in the  computation of
diluted  earnings  per share  because  to do so would  have  been  antidilutive.
Additionally, 336,345 and 343,181 common stock purchase warrants, outstanding at
June 30, 2001 and 2000,  respectively  were not included in the  computation  of
diluted  earnings  per share  because  to do so would  have  been  antidilutive.
Included in total shares  outstanding  for the period  February 17, 2000 to June
15, 2001 are 500,000 shares  associated with the exercise of certain warrants by
Paradigm Group, LLC, as discussed further on Note 8 hereunder.

## (6) Debt

In February  2001,  the Company  utilized a
portion  of the  proceeds  from the  sale of its  Clinical  Laboratory  business
segment to pay off in full the outstanding  balance of $5,762,635  (plus accrued
interest)  on its line of  credit,  at which  time the bank  released  all liens
associated  with  this  line of  credit  and  terminated  the  line  of  credit.

In  the  first  quarter  of  2001,  certain
holders of the Companys 3% Senior Subordinated Convertible Debentures (the
Debentures)  exercised  their rights to convert  $1,210,000  of such
Debentures into shares of the  Companys  common stock.  These  conversions
resulted in the issuance of 801,325 shares of common stock. The pro-rata portion
of the unamortized  original issue  discount,  debt issuance and warrant related
costs amounting to approximately $231,000 was charged against additional paid-in
capital. In addition, the Company redeemed the remaining $2,040,000 (face value)
of Debentures plus accrued interest and a premium of $190,000 (which was charged
to  interest  expense).  The  pro-rata  portion of  unamortized  original  issue
discount,  debt issuance and warrant related costs  associated with the redeemed
Debentures amounting to approximately  $377,000 has been included in the loss on
extinguishment  of  the  Debentures  which  is  included  in  interest  expense.
Partially  offsetting this loss is the Companys  reversal of approximately
$528,000 of interest  expense  previously  recorded in 2000  associated with the
amortization of the Debentures beneficial conversion feature. Accordingly,
the Company has recorded a loss of approximately $(39,000) relative to the early
extinguishment of the Debentures.

As  a  result  of  the   conversions   and
redemptions noted above, none of the Debentures remain outstanding subsequent to
February 27, 2001.

## (7)
Discontinued Operations

On  February   20,   2001,   BBI  Clinical
Laboratories,  Inc.  (BBICL),   a  wholly-owned  subsidiary  of  the
Company, sold certain assets and liabilities of its clinical laboratory business
to a third party for an original purchase price of $9,500,000, of which $900,000
was placed in escrow  subject to certain  post closing  adjustments.  The escrow
amount has been  adjusted by $206,000 to reflect a post  closing  adjustment  in
favor of the purchaser and for $12,000 interest earned. The Company has retained
certain other assets and  liabilities  of BBICL,  primarily  property  plant and
equipment  together with a facility lease  subsequent to the closing date, which
the Company  intends to liquidate  throughout the remainder of year 2001 as part
of its  decision to exit this segment of the  business.  The Company has written
all of the retained  assets down to their  estimated net  realizable  value.  In
accordance  with a  transition  services  agreement,  the Company is required to
operate the business in a normal fashion for a minimum of six months  subsequent
to the  sale but in no event  beyond  December  31,  2001;  all of the  revenues
generated by, and  substantially  all costs  associated with operating the BBICL
business  subsequent to the closing date of this  transaction will belong to the
purchaser.

The  Company   has   recorded  a  gain  of
$4,100,000  net of taxes of $1,364,000 in the first quarter of 2001,  subject to
post  closing  adjustments.   The  Company  expects  to  utilize   approximately
$5,200,000 of prior period net operating loss carryforwards, previously reserved
for by the  Company in year  2000,  to  partially  offset the tax effect of this
gain.  Additionally,  the Company has taken a tax benefit of $364,000 related to
stock option exercises that was not previously  recorded as the Company was in a
loss position.  This tax benefit was recorded as a credit to additional  paid-in
capital in the first half of 2001.

As of June 30, 2001, the Companys most
recent estimate of its remaining short and long term accrued liabilities to exit
the Clinical Laboratory testing business, is approximately $2,780,000. The major
components of this accrual are estimated income taxes ($817,000),  severance and
other employee related costs  ($669,000),  estimated lease exit costs ($773,000)
and potential health care claim adjustments  ($218,000);  with the remainder for
professional fees,  potential  additional  post-closing  adjustments,  and other
miscellaneous costs associated with exiting this business segment.

Revenues from discontinued operations net of
intercompany  eliminations  were $973,000 for the period from January 1, 2001 to
February 20, 2001 and  $2,219,000  and  $4,511,000  for the three and six months
ended June 30, 2000, respectively. Operating losses from discontinued operations
were $0 and  $136,000  for the  three  and  six  months  ended  June  30,  2001,
respectively,  and $16,000  and $79,000 for the three and six months  ended June
30, 2000,  respectively.  In summary, income (loss) from discontinued operations
was $0 and  $3,964,000  for the  three  and six  months  ended  June  30,  2001,
respectively,  and  $(16,000)  and  $(79,000) for the three and six months ended
June 30, 2000, respectively.

## (8)
Legal Proceedings

In August  1999,  the Company  sold 500,000
warrants to purchase the Companys  stock to Paradigm Group, LLC, a private
investment  company. In February 2000, the Company received notice that Paradigm
Group, LLC exercised all of their warrants to purchase the Companys common
stock.  The holders of the warrants were required to pay the exercise price when
the registration of the underlying shares became effective which was in December
2000. In August 2000, the Company received a summons and complaint from Paradigm
Group,  LLC naming the Company as a  defendant.  The suit,  filed in the Circuit
Court of Cook  County,  Illinois,  alleged  breach of contract  claims and fraud
against the Company in  connection  with the sale by the Company to the Paradigm
Group,  LLC of the above  warrants,  the exercise of those  warrants by Paradigm
Group,  LLC and a delay  in the  registration  of  those  shares  with the U. S.
Securities  and Exchange  Commission.  In December  2000,  Paradigm  Group,  LLC
withdrew  this  lawsuit.  In the fourth  quarter of 2000,  the Company  expensed
approximately  $265,000 of costs related to these warrants and the  registration
of the underlying  shares.  On June 15, 2001 the Company and Paradigm Group, LLC
entered into an agreement to permanently settle their disputes.  Under the terms
of the agreement,  Paradigm  Group,  LLC rescinded  their exercise of the common
stock purchase warrants,  which have since expired,  and the Company retains the
500,000 shares associated with their exercise. These shares were included in the
total shares  outstanding as well as in the  calculation of earnings  (loss) per
share from  February 17, 2000 (the date of exercise)  through June 15, 2001 (the
date of the agreement).  As of June 30, 2001 these shares are legally considered
treasury  stock however the Company  intends to take the  necessary  measures to
cancel   these   shares   and   restore   these   shares  to   authorized   only
status.

## ITEM 2.  MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS

Overview

On February  20,  2001,  the  Company  sold
certain assets and  liabilities  of its  wholly-owned  subsidiary,  BBI Clinical
Laboratories  (BBICL),  to a third  party for an  original  purchase
price of  $9,500,000,  of which $900,000 was placed in escrow subject to certain
post closing  adjustments.  The escrow  amount has been  adjusted by $206,000 to
reflect a post  closing  adjustment  in favor of the  purchaser  and for $12,000
interest  earned.   Additional  information  relative  to  this  transaction  is
contained hereunder in the caption entitled Discontinued Operations.
Prior  period data has been  reclassified  to conform to the  current  format of
presentation.

In November 2000, Panacos  Pharmaceuticals,
Inc (Panacos), formerly a subsidiary of the Company, sold a majority
of  its  equity  to  third  party  investors.   This  transaction   reduced  the
Companys  ownership in Panacos to 30.5% all of which is held in non-voting
preferred stock. As a result, the Company no longer  consolidates the results of
Panacos in its financial reporting.

## THREE MONTHS
ENDED JUNE 30, 2001 AND 2000

Revenue

Total   revenue  from  continuing  operations
decreased  0.6%, or $35,000,  to $5,500,000 in 2001 from $5,535,000 in 2000. The
decrease in revenue was the result of a decrease in product  revenue of 7.3%, or
$260,000,  to  $3,280,000  in 2001 from  $3,540,000  in 2000.  This  decrease in
product revenue was partially offset by an increase in service revenue of 11.3%,
or $225,000, to $2,220,000 in 2001 from $1,995,000 in 2000.

Product  Revenue.  The  product  revenue  decrease  was
primarily  attributable  to a  $453,000  decrease  at the  Diagnostics  segment.
Diagnostics product revenue, which was slightly higher than the first quarter of
2001,  compared  unfavorably  with  the  second  quarter  of 2000 due to a large
nonrecurring  OEM panel order that shipped in the second  quarter of 2000.  This
was  partially  offset by a 26%  increase or  $131,000  in product  sales by the
Laboratory  Instrumentation  segment  due to strong  sales to  several  existing
customers.

Service  Revenue.  The Biotech segment experienced a 9%
increase in repository  services,  coupled with an increase in revenues recorded
in the second quarter of 2001 related to work initiated on a vaccine contract by
a new  collaborator.  Service  revenue  recognized in the second quarter of 2000
included $69,000 of funding  received by Panacos for drug discovery  activities;
as noted above, the Company no longer  consolidates the results of operations of
Panacos.

Gross Profit

Overall  gross profit  increased  3.6%,  or
$78,000,  to $2,238,000 in the second  quarter of 2001 from  $2,160,000  for the
same period last year.  Product  gross profit  decreased  0.3%,  or $54,000,  to
$1,762,000 in 2001 from  $1,816,000  for 2000 on lower product  sales;  however,
product  gross margin  increased  to 53.7% in 2001 from 51.3% in 2000.  Services
gross profit  increased  $133,000 to $477,000 in 2001 from $344,000 for 2000 and
service gross margin increased to 21.5% in 2001 from 17.2% in 2000.

Product Gross Margin

The  increase  in  product  gross  margin was
achieved at both manufacturing  segments.  At the Diagnostics segment, a greater
proportion of second quarter 2001 revenue was derived from higher margin catalog
products.  This was  coupled  with a gross  margin  increase  at the  Laboratory
Instrumentation  segment  driven by both higher  revenue and the cost  reduction
plan implemented last September.

Service Gross Margin

The  increase in service  gross margin from
17.2% to 21.5% was due  primarily to increased  contract  revenue at the Biotech
segment.

Research and Development

Research    and   development    expenditures
decreased  13.3%,  or $87,000,  to $569,000 in 2001 from  $656,000 in 2000.  The
second quarter of 2000 included  $185,000 of research and  development  expenses
associated  with  Panacos,  the  results of which are no longer  included in the
Companys  results of  operation  as discussed  above.  This was  partially
offset by higher research and  development  spending at both the Diagnostics and
PCT segments.

Selling and Marketing

Selling and marketing expenses decreased by
3.1%, or $22,000, to $690,000 in 2001 from $712,000 in 2000. A decrease in sales
commissions  earned was partially offset by an increase in headcount  associated
with filling several sales and marketing positions in the latter part of 2000 at
the Diagnostic segment.

General and Administrative

General and  administrative  costs declined
14.0%,  or $145,000,  to $891,000 in 2001 from $1,036,000 in 2000. This decrease
was  primarily  a result of four  factors.  First,  there  have  been  headcount
reductions at Corporate,  and the  Diagnostics  and  Laboratory  Instrumentation
segments.  Second,  a portion of the decline was  associated  with the September
2000 write down of goodwill at the Laboratory  Instrumentation  segment,  saving
$31,000 of amortization  expense compared to the second quarter of 2000.  Third,
in the second quarter the company  increased its provision for doubtful accounts
by  $82,000  based  on a  recent  significant  deterioration  in  the  financial
condition  of a customer  of the  Diagnostics  segment.  Finally,  in the second
quarter of 2001, the Company reversed $80,000 of expenses  previously accrued in
year 2000, based on the June 2001 legal settlement  reached with Paradigm Group,
LLC,  as  discussed  further  in the  accompanying  footnotes  to the  financial
statements.

Operating Loss

The Company recorded  operating income from
continuing  operations  of  $89,000  in the  second  quarter  of 2001  versus an
operating  loss from  continuing  operations  of  $(244,000)  in 2000,  with all
operating    business    segments    (Diagnostics,    Biotech   and   Laboratory
Instrumentation)  achieving  profitability prior to corporate  allocations.  The
Diagnostics  segments  operating  income  was  relatively  unchanged  as a
decline in product revenue and an increased  absorption of corporate overhead by
this  segment  (as  explained  further  hereunder)  was offset by an increase in
product gross margin  associated with the mix of higher margin product items and
significantly lower general and administrative costs. The Biotech segments
operating  loss was  $(39,000)  in 2001 as  compared to an  operating  profit of
$136,000 in 2000, due to lower product gross margins and an increased absorption
of  corporate   overhead  as  explained   further   hereunder.   The  Laboratory
Instrumentation segments operating loss decreased to $(34,000) for 2001 as
compared  to a loss for 2000 of  $(304,000),  due to a higher  level of  product
sales and gross margin,  and the impact in the second  quarter of 2001 operating
results of the September  2000 cost  reduction  plan.  In the second  quarter of
2000,  Panacos  incurred  a  $231,000  operating  loss;  the  Company  no longer
consolidates the results of operation of Panacos  subsequent to November 2000 as
previously  discussed.  In the first quarter of 2001,  the Company  adjusted its
absorption  of  corporate  overhead  based  upon a revised  corporate  structure
effective  in  year  2001.  The  present   corporate   structure   reflects  the
Companys  implementation,  in the  latter  part  of year  2000,  of a cost
reduction plan at the Laboratory  Instrumentation  segment,  the  Companys
spin-off of Panacos as an independent company,  and the Companys  decision
to exit the Clinical  Laboratory testing business.  The latter item is reflected
as  discontinued  operations  in  the  accompanying  financial  statements.   In
accordance with generally  accepted  accounting  principles,  the Company ceased
allocating  corporate  overhead to the Clinical  Laboratory testing business for
all periods presented. This adjustment results in the Diagnostics unit absorbing
a large  portion of  corporate  overhead  which in prior  years  would have been
allocated to Panacos and the Clinical Laboratory testing business.

Interest Expense

Interest  expense  decreased from $211,000 in
the  second  quarter of 2000 to  $63,000  in the  second  quarter  of 2001.  The
decrease is associated with interest expense incurred on the Companys line
of credit which was in effect for the second  quarter of 2000 but was repaid and
terminated by the Company in February 2001.

Income Taxes

In the third  quarter of 2000,  the Company
established a full valuation allowance for its deferred tax assets in accordance
with Statement of Financial Accounting Standards No. 109 and in consideration of
three consecutive years of losses; accordingly, the Company has not subsequently
recognized  an  income  tax  benefit  associated  with  losses  from  continuing
operations  as these tax  assets  have been  fully  reserved  for.  The  Company
recorded  approximately $5,900 of state income tax expense in the second quarter
of 2001;  in the second  quarter of 2000,  the  Company  recorded  an income tax
benefit at a rate of 38%.

Loss from Continuing Operations

Income from continuing operations amounted to
$38,000 for the quarter  ended June 30, 2001 as compared to a loss of $(276,000)
for the same  period  last  year,  as a result  of the  items  discussed  above.

Discontinued Operations

Operating  income  (loss)  from  discontinued
operations amounted to $0 and $(16,000) for the three months ended June 30, 2001
and 2000, respectively.  In accordance with a transition services agreement, the
Company is required to operate the  Clinical  Laboratory  testing  business in a
normal  fashion  for a  minimum  of six  months  (with 30 day  renewal  options)
subsequent  to the sale,  but in no event beyond  December 31, 2001;  all of the
revenues generated by, and substantially all costs associated with operating the
business  subsequent  to  February  20,  2001  are  the  responsibility  of  the
purchaser.

Summary

The  Company had net income of $38,000 in the
second  quarter of 2001 as compared to a net (loss) of  $(292,000) in the second
quarter of 2000. The second quarter of 2001 includes a significantly lower level
of operating losses at the Laboratory  Instrumentation segment, and no operating
loss for Panacos,  whereas the second quarter of 2000 included an operating loss
of $231,000  associated  with Panacos;  the Company no longer  consolidates  the
results of  operation  of Panacos  subsequent  to  November  2000 as  previously
discussed.  The net income per share  computation for the second quarter of 2001
reflects the  issuance of 60,029  additional  shares of common stock  associated
with the exercise of stock options and warrants.  In addition,  on June 15, 2001
the Company and Paradigm  Group,  LLC entered  into an agreement to  permanently
settle their disputes.  Under the terms of the agreement,  Paradigm  Group,  LLC
rescinded their exercise of the common stock purchase warrants, which have since
expired,  and the  Company  retains  the 500,000  shares  associated  with their
exercise.  These shares were included in the total shares outstanding as well as
in the calculation of earnings (loss) per share from February 17, 2000 (the date
of exercise)  through June 15, 2001 (the date of the agreement).  As of June 30,
2001 these  shares are legally  considered  treasury  stock  however the Company
intends to take the necessary  measures to cancel these shares and restore these
shares to authorized only status.

## SIX MONTHS
ENDED JUNE 30, 2001 AND 2000

Revenue

Total   revenue  from  continuing  operations
increased  4.1%, or $408,000,  to $10,482,000 in 2001 from  $10,074,000 in 2000.
The  increase in revenue  was the result of an  increase  in product  revenue of
5.0%, or $305,000,  to $6,442,000 in 2001 from $6,137,000 in 2000. This increase
in revenue was coupled with an increase in service revenue of 2.6%, or $103,000,
to $4,040,000 in 2001 from $3,937,000 in 2000.

Product  Revenue.  The  product  revenue  increase  was
primarily attributable to a $277,000 increase in sales of Basematrix products in
the Diagnostics  segment coupled with a $77,000 increase in product sales at the
Laboratory  Instrumentation  segment  due to strong  sales to  several  existing
customers.

Service  Revenue.  The Biotech  segment  experienced  a
24.6%  increase  in  repository  service  revenues  coupled  with an increase in
revenues related to work initiated on a vaccine contract by a new  collaborator.
Service revenue  recognized in the first half of 2000 also included  $138,000 of
funding received by Panacos for drug discovery  activities;  as noted above, the
Company no longer consolidates the results of operations of Panacos.

Gross Profit

Overall gross profit  increased  15.0%,  or
$569,000,  to $4,360,000 in the first half of 2001 from  $3,791,000 for the same
period  last  year.  Product  gross  profit  increased  7.2%,  or  $224,000,  to
$3,343,000 in 2001 from  $3,119,000  for 2000;  product  gross margin  increased
slightly to 51.9% in 2001 from 50.8% in 2000.  Services  gross profit  increased
$345,000 to  $1,017,000  in 2001 from $672,000 for 2000 and service gross margin
increased to 25.2% in 2001 from 17.1% in 2000.

Product Gross Margin

A  slight increase in product gross margin at
the  Diagnostics  segment,  was derived from  increased  sales of higher  margin
catalog  products.  This  was  coupled  with  a  gross  margin  increase  at the
Laboratory Instrumentation segment driven by the cost reduction plan implemented
last September.

Service Gross Margin

The increase in service gross margin was due
to increased contract revenues at the Biotech segment.

Research and Development

Research    and   development    expenditures
decreased 14.1%, or $190,000, to $1,159,000 in 2001 from $1,349,000 in 2000. The
first half of 2000  included  $374,000  of  research  and  development  expenses
associated  with  Panacos,  the  results of which are no longer  included in the
Companys  results of  operation  as discussed  above.  This was  partially
offset  by  higher  research  and   development   spending  at  the  Diagnostics
segment.

Selling and Marketing

Selling and marketing expenses increased by
6.7%, or $90,000,  to $1,441,000 in 2001 from  $1,351,000 in 2000. This increase
was a result of filling several sales and marketing positions in the latter part
of 2000 at the Diagnostic segment.

General and Administrative

General  and  administrative  costs  declined
11.2%, or $241,000, to $1,920,000 in 2001 from $2,161,000 in 2000. This decrease
was  primarily  a result of four  factors.  First,  there  have  been  headcount
reductions at Corporate,  and the  Diagnostics  and  Laboratory  Instrumentation
segments.  Second,  a portion of the decline was  associated  with the September
2000 write down of goodwill at the Laboratory  Instrumentation  segment,  saving
$62,000 of amortization  expense  compared to the first half of 2000.  Third, in
the second quarter the company  increased its provision for doubtful accounts by
$82,000 based on a recent significant  deterioration in the financial  condition
of a customer of the  Diagnostics  segment.  Finally,  in the second  quarter of
2001, the Company reversed $80,000 of expenses  previously accrued in year 2000,
based on the June 2001 legal  settlement  reached with Paradigm  Group,  LLC, as
discussed  further in the  accompanying  footnotes to the financial  statements.

Operating Loss

Operating loss from  continuing  operations
decreased to $(160,000) in 2001 versus  $(1,070,000)  in 2000.  The  Diagnostics
segments  operating  income decreased to $669,000 in 2001 from $717,000 in
2000, due to a decline in total revenue coupled with an increased  absorption of
corporate  overhead by this segment as  explained  further  hereunder.  This was
partially  offset by  significantly  lower  segment  general and  administrative
costs. The Laboratory  Instrumentation segment had an operating loss of $157,000
for 2001 versus a loss for 2000 of  $590,000;  the first half of 2001  operating
results  reflect  the impact of the  September  2000 cost  reduction  plan.  The
operating loss of the PCT segment decreased to $582,000 in 2001 from $650,000 in
2000, as increased  research funding revenues offset an increased  absorption of
corporate  overhead by this segment as explained  further  hereunder.  Effective
January 2001, the Company  adjusted its  absorption of corporate  overhead based
upon a revised corporate structure effective in year 2001. The present corporate
structure reflects the Companys implementation, in the latter part of year
2000, of a cost reduction plan at the Laboratory  Instrumentation  segment,  the
Companys   spin-off  of  Panacos  as  an  independent   company,  and  the
Companys  decision to exit the Clinical  Laboratory testing business.  The
latter  item  is  reflected  as  discontinued  operations  in  the  accompanying
financial   statements.   In  accordance  with  generally  accepted   accounting
principles,  the Company ceased  allocating  corporate  overhead to the Clinical
Laboratory testing business for all periods  presented.  This adjustment results
in the Diagnostics unit absorbing a large portion of corporate overhead which in
prior years would have been  allocated  to Panacos and the  Clinical  Laboratory
testing business.

Interest Expense

Interest  expense  decreased from $404,000 in
2000 to $309,000 in 2001.  The major portion of the decrease is associated  with
reduced  interest  expense  incurred in the first half of 2001 on the  Companys
line of credit,  which was in effect  for the entire  first half of 2000 but was
repaid and  terminated by the Company in February  2001 as discussed  further in
the section Discontinued Operations  hereunder. In the first quarter
of 2001,  the Company also  redeemed the  remaining  $2,040,000  (face value) of
outstanding    3%    Senior    Subordinated    Convertible    Debentures    (the
Debentures)  plus accrued  interest and a premium of $190,000 (which
was charged to interest expense).  The pro-rata portion of unamortized  original
issue  discount,  debt issuance and warrant  related costs  associated  with the
redeemed  Debentures,  amounting to approximately  $377,000,  is included in the
loss on extinguishment of the Debentures.  Substantially offsetting this loss is
the  Companys  reversal of  approximately  $528,000  of  interest  expense
previously  recorded in 2000 associated with the  amortization of the Debentures
beneficial  conversion feature.  Additional interest expense was incurred in the
first six months of 2001  associated  with the Company  obtaining  a  $2,447,000
mortgage  on its West  Bridgewater  MA facility  in April  2000,  together  with
interest on $3,250,000 of 3% Senior  Subordinated  Convertible  Debentures which
were issued in August 2000.

Income Taxes

In the third  quarter of 2000,  the Company
established a full valuation allowance for its deferred tax assets in accordance
with Statement of Financial Accounting Standards No. 109 and in consideration of
three consecutive years of losses; accordingly, the Company has not subsequently
recognized  an income  tax  benefit  associated  with the loss  from  continuing
operations  in the  first  half of 2001 as these  tax  assets  have  been  fully
reserved for. The Company has recorded approximately $16,000 of state income tax
expense  in the first  half of 2001;  in the  first  half of 2000,  the  Company
recorded an income tax benefit at a rate of 38%.

Loss from Continuing Operations

Loss  from continuing operations decreased to
$(449,000)  for the six months ended June 30, 2001 from  $(884,000) for the same
period last year, as a result of the items discussed above.

Discontinued Operations

On   February  20,  2001,  the  Company  sold
certain assets and liabilities of its  wholly-owned  subsidiary BBICL to a third
party for an original purchase price of $9,500,000, of which $900,000 was placed
in escrow  subject to certain post closing  adjustments.  The escrow  amount has
been  adjusted by $206,000 to reflect a post closing  adjustment in favor of the
purchaser  and for $12,000  interest  earned.  The Company has retained  certain
other assets and  liabilities of BBICL,  primarily  property plant and equipment
together with a facility lease subsequent to the closing date, which the Company
intends  to  liquidate  throughout  the  remainder  of year  2001 as part of its
decision to exit this  segment of the  business.  The Company has written all of
the retained assets down to their estimated net realizable value.

        The Company has
     recorded  a gain of  $4,100,000  net of taxes of  $1,364,000  in the  first
quarter of 2001,  subject to post closing  adjustments.  The Company  expects to
utilize   approximately   $5,200,000   of  prior  period  net   operating   loss
carryforwards, previously reserved for by the Company in year 2000, to partially
offset the tax effect of this gain.  Additionally,  the  Company has taken a tax
benefit of $364,000  related to stock option  exercises  that was not previously
recorded as the Company was in a loss position. This tax benefit was recorded as
a credit to additional paid-in capital in the first half of 2001.

        The Company has
     recorded its estimate of remaining short and long term accrued  liabilities
to  exit  the  Clinical  Laboratory  testing  business,  totaling  approximately
$2,780,000  as of June 30,  2001.  The  major  components  of this  accrual  are
estimated  income taxes  ($817,000),  severance and other employee related costs
($669,000),  estimated  lease exit costs  ($773,000)  and potential  health care
claim  adjustments  ($218,000);   with  the  remainder  for  professional  fees,
potential  additional  post-closing  adjustments,  and other miscellaneous costs
associated with exiting this business segment.

        Revenues  from
     discontinued operations net of intercompany  eliminations were $973,000 for
the  period  from  January  1, 2001 to  February  20,  2001 and  $2,219,000  and
$4,511,000  for the three and six  months  ended  June 30,  2000,  respectively.
Operating  (losses) from discontinued  operations were $0 and $(136,000) for the
three and six months  ended  June 30,  2001,  respectively,  and  $(16,000)  and
$(79,000)  for the three and six months  ended June 30, 2000,  respectively.  In
summary,  income (loss) from  discontinued  operations was $0 and $3,964,000 for
the three and six months ended June 30, 2001,  respectively,  and  $(16,000) and
$(79,000) for the three and six months ended June 30, 2000, respectively.

        In  accordance  with a
     transition  services  agreement,  the  Company is  required  to operate the
business in a normal fashion for a minimum of six months  subsequent to the sale
(with 30 day renewal  options) but in no event beyond  December 31, 2001; all of
the revenues generated by, and substantially all costs associated with operating
the  business  subsequent  to the  closing  date  of  the  transaction  are  the
responsibility  of the purchaser.  A portion of the proceeds from this sale were
used to redeem all outstanding  Debentures and to retire the Companys line
of credit.

Summary

The Company had net income of $3,516,000 in
2001 as compared to a net loss of $(963,000) in 2000. In the first half of 2001,
the  Company   recorded  an  after-tax  gain  of  $3,964,000   associated   with
discontinued  operations,  coupled with a significantly  lower operating loss at
the  Laboratory  Instrumentation  segment.  In the first half of last year,  the
Company  incurred a higher level of operating  losses  which  included  $532,000
associated  with  Panacos.  The  Company no longer  consolidates  the results of
operation of Panacos subsequent to November 2000 as discussed further above. The
operating  losses in year 2000 were  partially  offset by a benefit  from income
taxes,  which the Company fully  reserved for and ceased  recording in the third
quarter of 2000.

        The income (loss) per
     share  computation for the first half of 2001 reflects both the issuance of
801,325  additional  shares of common  stock in the first  quarter  of 2001,  as
certain holders of the Debentures  exercised their rights to convert  $1,210,000
of such  Debentures  into shares of the  Companys  common  stock,  and the
issuance  of  68,355  additional  shares  of common  stock  associated  with the
exercise of stock options,  warrants and purchases made pursuant to the employee
stock  purchase  plan.  In  addition,  on June 15, 2001 the Company and Paradigm
Group, LLC entered into an agreement to permanently settle their disputes. Under
the terms of the agreement,  Paradigm Group, LLC rescinded their exercise of the
common  stock  purchase  warrants,  which have since  expired,  and the  Company
retains the 500,000 shares  associated  with their  exercise.  These shares were
included  in the  total  shares  outstanding  as well as in the  calculation  of
earnings (loss) per share from February 17, 2000 (the date of exercise)  through
June 15, 2001 (the date of the agreement).  As of June 30, 2001 these shares are
legally  considered  treasury  stock  however  the  Company  intends to take the
necessary measures to cancel these shares and restore these shares to authorized
only status.

## LIQUIDITY AND
FINANCIAL CONDITION

The   Company's   working  capital   position
increased to $8,321,000  as of June 30, 2001 from  $3,596,000 as of December 31,
2000.  From March 31, 2000  through  February  2001 the  Companys  working
capital  position  was  adversely   affected  by  the   classification   of  its
line-of-credit  as short-term  debt. The Company  reclassified the debt to short
term  because in the first  quarter of 2000,  it violated a  financial  covenant
limiting the amount of allowable  losses. In February 2001,  utilizing  proceeds
generated by the sale of certain assets of BBICL as discussed above, the Company
paid off in full the  $5,763,000  outstanding  balance (plus accrued  interest),
thereby  terminating this line of credit.  There were no payment defaults at any
time on this line of credit.

In August 2000, the Company issued $3,250,000
of 3% Senior Subordinated  Convertible  Debentures (the  Debentures)
due August 25,  2003.  Net  proceeds  to the Company  amounted to  approximately
$2,871,000 after deduction of original issue discount of $162,500 and associated
closing  costs of  $216,500.  For  accounting  purposes,  a portion  of the cash
proceeds,  amounting to $327,000,  was  allocated to the relative  fair value of
warrants issued in conjunction  with these  Debentures.  In the first quarter of
2001,  certain  holders  of the  Debentures  exercised  their  rights to convert
$1,210,000  of such  Debentures  into shares of the Companys  common stock,  in
accordance with the conversion formula.

In the first quarter of 2001, certain holders
of these  Debentures  exercised  their  rights  to  convert  $1,210,000  of such
Debentures into shares of the  Companys  common stock.  These  conversions
resulted in the issuance of 801,325 shares of common stock. The pro-rata portion
of the unamortized  original issue  discount,  debt issuance and warrant related
costs amounting to approximately $231,000 was charged against additional paid-in
capital. In addition, the Company redeemed the remaining $2,040,000 (face value)
of Debentures plus accrued interest and a premium of $190,000 (which was charged
to  interest  expense).  The  pro-rata  portion of  unamortized  original  issue
discount,  debt issuance and warrant related costs  associated with the redeemed
Debentures amounting to approximately  $377,000 has been included in the loss on
extinguishment  of  the  Debentures.  Partially  offsetting  this  loss  is  the
Companys reversal of approximately $528,000 of interest expense previously
recorded in 2000 associated with the  amortization of the Debentures  beneficial
conversion   feature.   Accordingly,   the  Company  has   recorded  a  loss  of
approximately  $(39,000) relative to the early extinguishment of the Debentures.
As a  result  of the  conversions  and  redemptions  noted  above,  none  of the
Debentures remain outstanding subsequent to February 27, 2001.

Net  cash  used  in  operations  for  the six
months  ended June 30, 2001 was  $121,000 as compared to  $1,336,000  during the
same period last year. The decrease in cash used in operations  during the first
half of 2001is primarily  associated with increased cash collections on accounts
receivable and the collection of an income tax refund.

Net  cash used in  investing  activities  was
$132,000 in the first half of 2001 versus $881,000 in the comparable  prior year
period. The decrease of cash used for investing was due to the completion of the
second  phase  of  improvements  at the  Companys  Frederick,  MD and West
Bridgewater,  MA  facilities  and a decision by  management  to control  capital
expenditures.

Cash   used  in  financing   activities   was
$7,303,000 in the first half of 2001 versus cash provided of $1,817,000  for the
prior year period. In the first half of 2001, the Company used proceeds from the
sale of the  business  and  certain  assets  of  BBICL  to pay  off in full  the
remaining  $5,762,635  balance on its line of credit  and  retire all  remaining
Debentures.  Cash  provided by financing in the first half of 2000  consisted of
approximately  $656,000 of cash  received from the exercise of stock options and
warrants and net proceeds from a $2,477,000 mortgage on its West Bridgewater, MA
facility in April 2000. This was partially offset by $1,326,000 of repayments on
the Companys line of credit.

In  the period from  January 1, 2001  through
August 3, 2001 the Company has received  proceeds  totaling  $302,000  ($165,000
through  June 30,  2001),  associated  with the  exercise  of stock  options and
warrants,  which have  resulted  in 116,350  new  shares of common  stock  being
issued.   As  of  June  30,  2001,   the  Company  had  existing  cash  balances
approximating  $1,866,000 (excluding $706,000 of cash held in escrow relating to
the sale of certain BBICL assets as discussed  herein) and believes this amount,
coupled with internally  generated funds from operations,  will be sufficient to
fund operations and anticipated  capital  expenditures  for the remainder of the
year. The Company  continually  evaluates  financing  options,  as well as other
strategic alternatives, in order to maximize shareholder value.

## FORWARD-LOOKING
STATEMENTS

This  Quarterly  Report on Form 10-Q contains
forward-looking  statements  concerning the Company's financial  performance and
business  operations.  The Company  wishes to caution  readers of this Quarterly
Report on Form 10-Q that  actual  results  might  differ  materially  from those
projected in any forward-looking statements.

Factors  which might cause actual  results to
differ  materially  from  those  projected  in  the  forward-looking  statements
contained   herein  include  the   following:   due  to   difficulties   in  the
implementation  of its  strategies,  the  Company  may not be able to  return to
operating  profitability  for the full year 2001;  the financial  results of the
quarter and six months  ended June 30, 2001 are not  necessarily  indicative  of
future results because future revenues may not meet  expectations due to changes
in customer needs and technological  innovations and expenses may be higher than
anticipated  because  costs may  increase;  the Company may not be successful in
developing  Pressure  Cycling  Technology  (PCT)  into  commercially  successful
products, or such development may take longer than expected;  the Companys
inability  to develop the  end-user  market for quality  control  products;  the
Companys  inability to integrate the business of Source  Scientific,  Inc.
into the Company's business and to grow the sales of Source Scientific,  Inc. to
the extent  anticipated by the September 2000  downsizing of this segment of the
business;  the  uncertainty  of the renewal and full funding of  contracts  with
National  Institutes of Health (NIH),  National Heart,  Lung and Blood Institute
(NHLBI) and other government agencies; the Companys inability to obtain an
adequate  supply of the unique and rare specimens of plasma and serum  necessary
for certain of its products;  and the potential  for  significant  reductions in
purchases by any of the Company's major  customers;  if expenses are higher than
anticipated, or if revenues are lower than anticipated, the Company will require
additional  capital  sooner than expected and there can be no assurance that the
Company will be able to obtain additional  capital on acceptable terms.  Certain
of these and other factors which might cause actual results to differ materially
from those  projected are more fully set forth under the caption "Risk  Factors"
in the  Company's  most  recent  Registration  Statements  on Form S-3 (SEC File
No.s  333-94379 and  333-46426)  and in its annual report on Form 10-K for
the year ended  December 31, 2000 and its quarterly  report on form 10-Q for the
quarter ended March 31, 2001.

## ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There
have been no material changes in the reported market risks since December 31,
2000.

## PART II. OTHER
INFORMATION

## ITEM 1. LEGAL
PROCEEDINGS

In   August  1999,   the  Company  sold
500,000 warrants to purchase the Companys  stock to Paradigm Group, LLC, a
private investment  company.  In February 2000, the Company received notice that
Paradigm   Group,   LLC  exercised  all  of  their   warrants  to  purchase  the
Companys  common  stock.  The holders of the warrants were required to pay
the  exercise  price  when the  registration  of the  underlying  shares  became
effective  which was in December  2000. In August 2000,  the Company  received a
summons  and  complaint  from  Paradigm  Group,  LLC  naming  the  Company  as a
defendant.  The  suit,  filed in the  Circuit  Court of Cook  County,  Illinois,
alleged  breach of contract  claims and fraud  against the Company in connection
with the sale by the Company to the Paradigm  Group,  LLC of the above warrants,
the  exercise  of  those  warrants  by  Paradigm  Group,  LLC and a delay in the
registration of those shares with the U. S. Securities and Exchange  Commission.
In December  2000,  Paradigm  Group,  LLC withdrew this  lawsuit.  In the fourth
quarter of 2000, the Company expensed approximately $265,000 of costs related to
these warrants and the registration of the underlying  shares.  On June 15, 2001
the Company and Paradigm  Group,  LLC entered  into an agreement to  permanently
settle their disputes.  Under the terms of the agreement,  Paradigm  Group,  LLC
rescinded their exercise of the common stock purchase warrants, which have since
expired,  and the  Company  retains  the 500,000  shares  associated  with their
exercise.  These shares were included in the total shares outstanding as well as
in the calculation of earnings (loss) per share from February 17, 2000 (the date
of exercise)  through June 15, 2001 (the date of the agreement).  As of June 30,
2001 these  shares are legally  considered  treasury  stock  however the Company
intends to take the necessary  measures to cancel these shares and restore these
shares to authorized only status.

## ITEM 2.
CHANGES IN SECURITIES AND USE OF PROCEEDS

In   accordance   with   the   terms  of  the
Companys mortgage with a bank, payment of dividends on common stock is not
permitted. See also Item 3 hereunder.

## ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

Not Applicable

## ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company held its Annual Meeting of
Stockholders on June 21, 2001 (the "Meeting").  A total of 5,120,072  shares, or
85.8%,  of the Common Stock issued,  outstanding  and entitled to vote as of the
record date,  were  represented  at the meeting by proxy.  At the  meeting,  one
proposal was acted upon. The result of the proposal was as follows:

1.   William  A.  Wilson
was elected a Class II Director of the Company,  to serve as such until the Year
2004 Annual Meeting of Stockholders  and until a successor has been duly elected
and   qualified,   with  4,780,817   shares  voting  in  favor,   339,255  votes
withheld.

The terms of office
     of Directors Richard T. Schumacher,  Kevin W. Quinlan, Francis E. Capitanio
and Calvin A Saravis, continued after the Meeting.

## ITEM 5. OTHER
INFORMATION

Not Applicable

## ITEM 6.
EXHIBITS AND REPORTS ON FORM 8K

## (a) Exhibits

## EXHIBIT NO.

|2   | Asset Purchase Agreement dated
February 20, 2001, by and between BBI Clinical Laboratories, Inc., Boston
Biomedica, Inc. and Specialty Laboratories, Inc. (Annexes, Exhibits and
Schedules are omitted pursuant to Item 601(b)(2) of Regulation S-K. Boston
Biomedica, Inc. agrees, however, to furnish supplementary a copy of such omitted
items to the Commission upon request.) *
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | Amended and Restated Articles of
Organization of the Company**                                                                                                                                                                                                                                                                                                                       
|3.2 | Amended and Restated Bylaws of the
Company**                                                                                                                                                                                                                                                                                                                                         
|4.1 | Specimen Certificate for Shares of
the Company's Common Stock**                                                                                                                                                                                                                                                                                                                      
|4.2 | Description of Capital Stock
(contained in the Restated Articles of Organization of the Company filed as
Exhibit 3.1)**                                                                                                                                                                                                                                                              

|*  | In  accordance with Rule 12b-32
under the Securities Exchange Act of 1934, as amended,  reference is made to the
documents  previously  filed with the  Securities  and Exchange  Commission,  as
exhibits  to the  Company's  Report  on Form  8-K  filed  March 8,  2001,  which
documents are hereby  incorporated by reference.  The number set forth herein is
the number of the Exhibit in said Form 8-K.                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | In  accordance with Rule 12b-32
under the Securities Exchange Act of 1934, as amended,  reference is made to the
documents  previously  filed with the  Securities  and Exchange  Commission,  as
exhibits to the Company's  Registration  Statement on Form S-1 (Registration No.
333-10759), which documents are hereby incorporated by reference. The number set
forth herein is the number of the Exhibit in said registration statement.

## (b) Reports on
Form 8-K

None.

# 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 thereunto
duly authorized.

BOSTON BIOMEDICA, INC.


             
             
             
             
             
             
             
             
             
    (Registrant)



        Date:  
August 13, 2001          
         
             
             
             
         
By:/s/ Kevin W. Quinlan


            
             
             
             
             
             
             
             
     Kevin W. Quinlan,
            
             
             
             
             
             
             
             
     President and Chief Operating Officer, and Treasurer
            
             
             
             
             
             
             
             
     (Principal Accounting and Financial Officer)