-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALjdhOCjohbc+KpvJXECK78N/H6VY3fx/wnXtyj/yUo2ydykac4pP0OENK8GiZYy ShTKwtId0GhPR0hj9XxzPQ== 0000929624-00-000248.txt : 20000221 0000929624-00-000248.hdr.sgml : 20000221 ACCESSION NUMBER: 0000929624-00-000248 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000218 GROUP MEMBERS: GENSTAR CAPITAL LLC GROUP MEMBERS: GENSTAR CAPITAL PARTNERS II, L.P. GROUP MEMBERS: JEAN-PIERRE L. CONTE GROUP MEMBERS: RICHARD D. PATERSON GROUP MEMBERS: RICHARD F. HOSKINS GROUP MEMBERS: STARGEN II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSOURCE INTERNATIONAL INC CENTRAL INDEX KEY: 0000860451 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770340829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52879 FILM NUMBER: 548860 BUSINESS ADDRESS: STREET 1: 820 FLYNN RD STE A CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059870086 MAIL ADDRESS: STREET 1: 820 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENSTAR CAPITAL LLC CENTRAL INDEX KEY: 0001103633 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 585 CALIFORNIA STREET SUITE 4650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4158342350 MAIL ADDRESS: STREET 1: 585 CALIFORNIA STREET SUITE 4650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SCHEDULE 13D/A - AMENDMENT #1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) BioSource International, Inc. ------------------ (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------- (Title of Class of Securities) 09066H104 --------- (CUSIP Number) Genstar Capital LLC 555 California Street, Suite 4850 San Francisco, California 94104 (415) 834-2350 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Scott R. Haber Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, California 94111-2562 (415) 391-0600 February 15, 2000 -------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 39 Pages) SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 09066H104 PAGE 2 OF 39 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Genstar Capital LLC - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF, OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,719,518 shares of Common Stock (includes 1,456,976 OWNED BY shares of Common Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of Common Stock EACH issuable upon exercise of Warrants) ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 0 shares of Common Stock WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 2,719,518 shares of Common Stock (includes 1,456,976 shares of Common Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,719,518 shares of Common Stock (includes 1,456,976 shares of Common Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 OO - ------------------------------------------------------------------------------ 2 SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 09066H104 PAGE 3 OF 39 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Genstar Capital Partners II, L.P. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF, OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,719,518 shares of Common Stock (includes 1,456,976 OWNED BY shares of Common Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of Common Stock EACH issuable upon exercise of Warrants) ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 0 shares of Common Stock WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 2,719,518 shares of Common Stock (includes 1,456,976 shares of Common Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,719,518 shares of Common Stock (includes 1,456,976 shares of Common Stock issuable upon conversion of Preferred Stock and 1,262,542 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 PN - ------------------------------------------------------------------------------ 3 SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 09066H104 PAGE 4 OF 39 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stargen II LLC - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF, OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 52,682 shares of Common Stock (includes 28,224 OWNED BY shares of Common Stock issuable upon conversion of Preferred Stock and 24,458 shares of Common Stock EACH issuable upon exercise of Warrants) ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 0 shares of Common Stock WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 52,682 shares of Common Stock (includes 28,224 shares of Common Stock issuable upon conversion of Preferred Stock and 24,458 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 52,682 shares of Common Stock (includes 28,224 shares of Common Stock issuable upon conversion of Preferred Stock and 24,458 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 OO - ------------------------------------------------------------------------------ 4 SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 09066H104 PAGE 5 OF 39 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jean-Pierre L. Conte - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF, AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,772,200 shares of Common Stock (includes 1,485,200 OWNED BY shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock EACH issuable upon exercise of Warrants) ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 0 shares of Common Stock WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 2,772,200 shares of Common Stock (includes 1,485,200 shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,772,200 shares of Common Stock (includes 1,485,200 shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ 5 SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 09066H104 PAGE 6 OF 39 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard F. Hoskins - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF, AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,772,200 shares of Common Stock (includes 1,485,200 OWNED BY shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock EACH issuable upon exercise of Warrants) ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 0 shares of Common Stock WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 2,772,200 shares of Common Stock (includes 1,485,200 shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,772,200 shares of Common Stock (includes 1,485,200 shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ 6 SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 09066H104 PAGE 7 OF 39 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard D. Paterson - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF, AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Canada - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,772,200 shares of Common Stock (includes 1,485,200 OWNED BY shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock EACH issuable upon exercise of Warrants) ----------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 0 shares of Common Stock WITH ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 2,772,200 shares of Common Stock (includes 1,485,200 shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,772,200 shares of Common Stock (includes 1,485,200 shares of Common Stock issuable upon conversion of Preferred Stock and 1,287,000 shares of Common Stock issuable upon exercise of Warrants) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ 7 This Amendment No. 1 to Schedule 13D is being filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 20, 2000 (the "Schedule 13D"), relating to shares of common stock, par value $0.001 per share (the "Common Stock"), of BioSource International, Inc., a Delaware corporation ("BioSource" or the "Company"). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. Item 4. Purpose of Transaction. ----------------------- Item 4 to the Schedule 13D is hereby amended in pertinent part as follows: Purchase Agreement - ------------------ The closing of the sale of the shares of Series B Preferred Stock and Warrants occurred on February 15, 2000 (the "Closing Date"). Investor Rights Agreement - ------------------------- The Company, Genstar Capital Partners and Stargen executed the Investor Rights Agreement on the Closing Date. Mr. Conte and Robert J. Weltman, an executive of Genstar Capital, were elected as directors of the Company effective on the Closing Date. Certificate of Designations - --------------------------- The Certificate of Designations was filed with the Secretary of State of the State of Delaware on February 4, 2000. Warrants - -------- The Warrants were issued to Genstar Capital Partners and Stargen on the Closing Date. A copy of the Warrant issued to Genstar Capital Partners is attached hereto as Exhibit 2 and is incorporated by reference herein. A copy of the Warrant issued to Stargen is attached hereto as Exhibit 3 and is incorporated by reference herein. The Warrants attached hereto as Exhibits 3 and 4 supersede the forms of Warrants that were filed as Exhibits to the Schedule 13D. 8 Item 5. Interest in Securities of the Issuer. ------------------------------------- Item 5 to the Schedule 13D is hereby amended and restated as follows: (a), (b) Pursuant to the Purchase Agreement, Genstar Capital Partners and Stargen (the "Investors") have purchased from the Company, and the Company has issued and sold to the Investors, an aggregate of 371,300 Shares which are initially convertible into 1,485,200 shares of Common Stock, representing 18.7% of the 7,939,580 shares of Common Stock outstanding. Also pursuant to the Purchase Agreement, the Investors purchased from the Company, and the Company has issued and sold to the Investors, Warrants to purchase an aggregate of 1,287,000 shares of Common Stock, representing 13.9% of the shares of Common Stock outstanding (assuming exercise of the Warrants). Assuming exercise of the Warrants and conversion of the Shares into Common Stock, the Shares and Warrants would represent, in the aggregate, 25.9% of the shares of Common Stock outstanding. Genstar Capital Partners and Stargen hold the following Shares and Warrants:
- ----------------------------------------------------------------------------------------------------------------------------------- Number of Shares of Common Stock Percentage of Outstanding Shares Number of Shares of Issuable Upon Conversion of (Assuming Conversion of the Name of Investor Preferred Stock Preferred Stock Preferred Stock) - ---------------- ------------------- -------------------------------- -------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Genstar Capital Partners 364,244 1,456,976 15.5% - ----------------------------------------------------------------------------------------------------------------------------------- Stargen 7,056 28,224 0.3% - -----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- Number of Shares of Common Stock Issuable Upon Percentage of Outstanding Shares Name of Investor Exercise of Warrants (Assuming Exercise of the Warrants) - ---------------- ---------------------------------------------- ----------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Genstar Capital Partners 1,262,542 13.7% - ----------------------------------------------------------------------------------------------------------------------------------- Stargen 24,458 0.3% - -----------------------------------------------------------------------------------------------------------------------------------
Genstar Capital Partners has the sole power to dispose or direct the disposition of the Shares and Warrants which it holds directly or the shares of Common Stock issued upon conversion of such Shares or exercise of such Warrants. Genstar Capital Partners has the power to vote or direct the vote of such Shares on an as-converted basis, but does not have the power to 9 vote or direct the vote of any of the shares of Common Stock which it would own upon exercise of such Warrants prior to the receipt of such shares of Common Stock upon exercise of such Warrants. Genstar Capital is the sole general partner of Genstar Capital Partners and in such capacity may be deemed to have the power to dispose or direct the disposition of the Shares and Warrants held by Genstar Capital Partners, and shares of Common Stock which Genstar Capital Partners would hold upon conversion of such Shares or exercise of such Warrants, and to vote or direct the vote of such Shares on an as-converted basis or such shares of Common Stock. Stargen has the sole power to dispose or direct the disposition of the Shares and Warrants which it holds directly and the shares of Common Stock issued upon conversion of such Shares or exercise of such Warrants. Stargen has the power to vote or direct the vote of such Shares on an as-converted basis, but does not have the power to vote or direct the vote of any of the shares of Common Stock which it would own upon exercise of such Warrants prior to the receipt of such shares of Common Stock upon exercise of such Warrants. Messrs. Conte, Hoskins and Paterson are the managers and managing directors of Genstar Capital and are members of Stargen, and Mr. Paterson is the Administrative Member of Stargen, and in such capacity may be deemed to have the power to dispose or direct the disposition of the Shares and Warrants held by the Investors, and shares of Common Stock which the Investors would own upon conversion of such Shares and exercise of such Warrants, and may be deemed to have the power to vote or direct the vote of such Shares on an as-converted basis or such shares of Common Stock. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in BioSource, but do not affirm the existence of any such group. Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b). (c) Except as set forth herein, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. 10 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. ---------------------------- Item 6 to the Schedule 13D is hereby amended in pertinent part as follows: A copy of the Warrant issued to Genstar Capital Partners is attached hereto as Exhibit 2 and is incorporated by reference herein. A copy of the Warrant issued to Stargen is attached hereto as Exhibit 3 and is incorporated by reference herein. The Warrants attached hereto as Exhibits 3 and 4 supersede the forms of Warrants that were filed as Exhibits to the Schedule 13D. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit 1 Joint Filing Agreement (incorporated by reference to the Schedule 13D). Exhibit 2 Power of Attorney (incorporated by reference to the Schedule 13D). Exhibit 3 Warrant to Purchase Common Stock of BioSource International, Inc., issued to Genstar Capital Partners II, L.P. on the Closing Date. Exhibit 4 Warrant to Purchase Common Stock of BioSource International, Inc., issued to Stargen II LLC on the Closing Date. 11 SIGNATURE --------- After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 17, 2000 GENSTAR CAPITAL LLC By: /s/ Jean-Pierre L. Conte ------------------------- Name: Jean-Pierre L. Conte Its: Managing Member GENSTAR CAPITAL PARTNERS II, L.P. By: Genstar Capital LLC, its general partner By: /s/ Jean-Pierre L. Conte ------------------------- Name: Jean-Pierre L. Conte Its: Managing Member STARGEN II LLC By: /s/ Jean-Pierre L. Conte ------------------------- Name: Jean-Pierre L. Conte Its: Member /s/ Jean-Pierre L. Conte -------------------------- Jean-Pierre L. Conte /s/ Jean-Pierre L. Conte -------------------------- Jean-Pierre L. Conte Attorney-in-fact for Richard F. Hoskins /s/ Jean-Pierre L. Conte -------------------------- Jean-Pierre L. Conte Attorney-in-fact for Richard D. Paterson 12 EXHIBIT INDEX ------------- Exhibit 1 Joint Filing Agreement (incorporated by reference to the Schedule 13D). Exhibit 2 Power of Attorney (incorporated by reference to the Schedule 13D). Exhibit 3 Warrant to Purchase Common Stock of BioSource International, Inc., issued to Genstar Capital Partners II, L.P. on the Closing Date. Exhibit 4 Warrant to Purchase Common Stock of BioSource International, Inc., issued to Stargen II LLC on the Closing Date. 13 EX-3 2 WARRANT TO PURCHASE EXHIBIT 3 THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144. WARRANT TO PURCHASE COMMON STOCK OF BIOSOURCE INTERNATIONAL, INC. NO. February 15, 2000 THIS CERTIFIES THAT, for value received by BioSource International, Inc., a Delaware corporation (the "Company"), GenStar Capital Partners II, LP, or its ------- permitted registered assigns ("Holder"), is entitled, subject to the terms and ------ conditions of this Warrant, at any time or from time to time after the issuance date of this Warrant (the "Effective Date"), and before 5:00 p.m. Pacific Time -------------- on the fifth (5th) anniversary of the Effective Date (the "Expiration Date"), to --------------- purchase from the Company 1,262,542 shares of Common Stock of the Company, at a price per share of $7.77 (the "Purchase Price"). Both the number of shares of -------------- Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein. 1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings: 1.1 "Fair Market Value" of a share of Common Stock as of a ----------------- particular date shall mean: (a) If traded on a securities exchange or the Nasdaq National Market, the Fair Market Value shall be deemed to be the average of the closing prices of the Common Stock of the Company on such exchange or market over the five (5) trading days ending immediately prior to the applicable date of valuation; (b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the thirty (30)-day period ending immediately prior to the applicable date of valuation; and (c) If there is no active public market, the Fair Market Value shall be the value thereof, as agreed upon by the Company and the Holder; provided, however, that if the Company and the Holder cannot agree on such value, such value shall be determined by an independent valuation firm experienced in valuing businesses such as the Company and jointly selected in good faith by the Company and the Holder. Fees and expenses of the valuation firm shall be paid for by the Company. 1.2 "Registered Holder" shall mean any Holder in whose name this ----------------- Warrant is registered upon the books and records maintained by the Company. 1.3 "Warrant" as used herein, shall include this Warrant and any ------- warrant delivered in substitution or exchange therefor as provided herein . 1.4 "Common Stock" shall mean the Common Stock of the Company and any ------------ other securities at any time receivable or issuable upon exercise of this Warrant. 2. EXERCISE OF WARRANT. 2.1 Payment. Subject to compliance with the terms and conditions of ------- this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time, on or before the Expiration Date by the delivery (including, without limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Exhibit A (the "Notice of --------- --------- Exercise"), duly executed by the Holder, at the principal office of the Company, - -------- and as soon as practicable after such date, surrendering (a) this Warrant at the principal office of the Company, and (b) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company to the Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the product obtained by multiplying the number of shares of Common Stock being purchased upon such exercise by the then effective Purchase Price (the "Exercise Amount"). --------------- 2.2 Net Issue Exercise. In lieu of the payment methods set forth in ------------------ Section 2.1(b) above, the Holder may elect to exchange all or some of this - -------------- Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section 2.2, Holder shall tender to the Company ----------- the Warrant for the amount being exchanged, along with written notice of Holder's election to exchange some or all of the Warrant, and the Company shall issue to Holder the number of shares of the Common Stock computed using the following formula: X = Y (A-B) ----------- A Where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation). A = the Fair Market Value of one share of the Common Stock. B = Purchase Price (as adjusted to the date of such calculation). 2.3 "Easy Sale" Exercise. In lieu of the payment methods set forth ------------------- in Sections 2.1(b) and 2.2, above, when permitted by law and applicable ----------------------- regulations (including Nasdaq and NASD rules), the Holder may pay the Purchase Price through a "same day sale" commitment from the Holder (and if applicable a broker-dealer that is a member of the National Association of 2 Securities Dealers (an "NASD Dealer")), whereby the Holder irrevocably elects to ----------- exercise this Warrant and to sell a portion of the shares so purchased to pay the Purchase Price and the Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such shares to forward the Purchase Price directly to the Company. 2.4 Stock Certificates; Fractional Shares. As soon as practicable on ------------------------------------- or after the date of any exercise of this Warrant, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share equal to such fraction of the current Fair Market Value of one whole share of Common Stock as of such date of exercise. No fractional shares or scrip representing fractional shares shall be issued upon an exercise of this Warrant. 2.5 Partial Exercise; Effective Date of Exercise. In case of any -------------------------------------------- partial exercise of this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Common Stock purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above. The person entitled to receive the shares of Common Stock issuable upon exercise of this Warrant shall be treated for all purposes as the holder of record of such shares as of the close of business on the date the Holder is deemed to have exercised this Warrant. 2.6 Vesting. This Warrant shall vest fully upon issuance. ------- 3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes and other governmental charges that may be imposed in respect of the issue or delivery thereof. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company's reasonable satisfaction that no tax or other charge is due. 4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events: 4.1 Adjustment for Stock Splits, Stock Subdivisions or Combinations --------------------------------------------------------------- of Shares. The Purchase Price of this Warrant shall be proportionally decreased - --------- and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or subdivision of the Company's Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any combination of the Company's Common Stock. 3 4.2 Adjustment for Dividends or Distributions of Stock or Other ----------------------------------------------------------- Securities or Property. In case the Company shall make or issue, or shall fix - ---------------------- a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in (a) securities of the Company or (b) assets or (c) cash dividends paid or payable solely out of retained earnings, but only if such cash dividends are Extraordinary Dividends (as defined below), then, in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock (or such other stock or securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor, the securities, assets or cash to which such Holder would have been entitled upon such date if such Holder had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such additional securities, assets or cash distributed with respect to such shares as aforesaid during such period giving effect to all adjustments called for by this Section 4. "Extraordinary Dividends" shall mean --------- dividends or distributions declared with respect to the Common Stock that are in an amount greater than 3% of the aggregate Fair Market Value of the shares of capital stock receiving such dividends as of the trading day prior to the declaration of such dividends or distributions. 4.3 Reclassification. If the Company, by reclassification of ---------------- securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change, and the Purchase Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any - --------- ----------- conversion or redemption of the Common Stock which is the subject of Section 4.5. ------- - --- 4.4 Adjustment for Capital Reorganization, Merger or Consolidation. -------------------------------------------------------------- In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall similarly --------- ----------- apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect 4 to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. 4.5 Conversion of Common Stock. In case all or any portion of the -------------------------- authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), ---------------- shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date by (y) the number of shares of Common Stock of the Company for which this Warrant is exercisable immediately after the Termination Date, all subject to further adjustment as provided herein. 4.6 Issuances Below Purchase Price. In case the Company shall ------------------------------ issue or sell (a) Common Stock, (b) rights, warrants or options entitling the holders thereof to subscribe for or purchase shares of Common Stock or (c) any security convertible into Common Stock, in each case at a price, or having an exercise or conversion price, per share less than the Purchase Price (excluding any issuance for which an appropriate and full adjustment has been made pursuant to Section 4.2), the Purchase Price shall be immediately reduced by multiplying the Purchase Price by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate consideration received or receivable (I) for the total number of shares of Common Stock, rights, warrants or options or convertible securities so issued or sold and (II) upon the exercise or conversion of all such rights, warrants, options or securities, would purchase at such Purchase Price, and (B) the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus (without duplication) the number of shares of Common Stock subject to all such rights, warrants, options and convertible securities, provided, however, that as a result of the foregoing adjustment, the Purchase Price shall in no event be reduced to a price less than $6.9375 per share, as may be appropriately adjusted to reflect any stock split, stock dividend, recapitalization or similar transaction involving the Common Stock after the date hereof. The issuance of any shares of Common Stock or other rights, warrants, options or convertible securities pursuant to (a) the effectuation of a split or subdivision of the outstanding shares of Common Stock or a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock, (b) Common Stock (or securities exercisable or convertible into Common Stock) issuable or issued to employees, consultants or directors of the Company after the Purchase Date directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Company, (c) securities issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding or deemed outstanding on the date of this Warrant, and (d) securities issued or issuable in connection with the acquisition, merger, consolidation, or other 5 business combination by or of the Company with, by, or of any person, shall not be deemed to constitute an issuance or sale to which this Section 4.6 applies. 5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase Price, or number or type of shares issuable upon exercise of this Warrant, the Chief Financial Officer or Controller of the Company shall compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including a statement of the adjusted Purchase Price. The Company shall promptly send (by facsimile and by either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder. 6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant. 7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as are from time to time issuable upon exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws. Issuance of this Warrant shall constitute full authority to the Company's Officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant. 8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this Warrant and compliance with all applicable securities laws, this Warrant and all rights hereunder may be transferred to any Registered Holder's parent, subsidiary or affiliate, or, if the Registered Holder is a partnership, to any partner of such Registered Holder, or, if the Registered Holder is a limited liability company, to any member of such Registered Holder, in whole or in part, on the books of the Company maintained for such purpose at the principal office of the Company referred to above, by the Registered Holder hereof in person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any permitted partial transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with respect to the shares of Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however that until a transfer of this Warrant is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes. 6 9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended --- (the "Securities Act") covering the disposition or sale of this Warrant or the -------------- Common Stock issued or issuable upon exercise hereof, as the case may be, and registration or qualification under applicable state securities laws, such Holder will not sell, transfer, pledge, or hypothecate any or all of this Warrant or such Common Stock, as the case may be, unless either (i) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such disposition, (ii) the sale of such securities is made pursuant to SEC Rule 144or (iii) such sale or transfer is to the Holder's parent, subsidiary or affiliate, or, if the Holder is a partnership, to any partner of such Holder, or, if the Holder is a limited liability company, to any member of such Holder, pursuant to an exemption under the Securities Act. 10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to exercise by the Holder of the registration rights, if any, granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public ----------- market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 7 11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of affirmative action by such Holder to purchase Common Stock by exercise of this Warrant or Common Stock upon conversion thereof, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder hereof shall cause such Holder hereof to be a stockholder of the Company for any purpose. 12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Holder that: 12.1 Due Authorization; Consents. All corporate action on the part --------------------------- of the Company, its officers, directors and shareholders necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under, this Warrant, and (b) the authorization, issuance, reservation for issuance and delivery of all of the Common Stock issuable upon exercise of this Warrant, has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles. All consents, approvals and authorizations of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third party, required in connection with the execution, delivery and performance of this Warrant and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of all of the Common Stock issuable upon exercise of this Warrant, have been obtained. 12.2 Organization. The Company is a corporation duly organized, ------------ validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as currently proposed to be conducted. 12.3 Valid Issuance of Stock. The outstanding shares of the capital ----------------------- stock of the Company are duly and validly issued, fully paid and non-assessable, and such shares, and all outstanding options and other securities of the Company, have been issued in full compliance with the registration and prospectus delivery requirements of the Securities Act and the registration and qualification requirements of all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable federal and state securities laws, including without limitation, anti-fraud provisions. 12.4 Governmental Consents. All consents, approvals, orders, --------------------- authorizations or registrations, qualifications, declarations or filings with any federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated herein, including, without limitation, those under the Securities Act and all applicable state securities laws, shall have been obtained prior to and be effective as of the Effective Date. 12.5 Listing on Nasdaq or Securities Exchange. The Company shall use ---------------------------------------- its best efforts to list any shares of Common Stock issuable upon exercise of this Warrant on Nasdaq or such other national securities exchange on which shares of Common Stock are then listed. The Company will at its expense cause all shares of Common Stock issued upon exercise of this Warrant to be listed on Nasdaq and/or such other national securities exchange on which shares of Common Stock are then listed at the time of such issuance and shall maintain such listing. 8 12.6 No Impairment. The Company further covenants that it will not, ------------- by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company. 13. NOTICES. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when received when sent by facsimile at the address and number set forth below; (c) three business days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.
To Holder: To the Company: GenStar Capital Partners II, LP BioSource International, Inc. 820 Flynn Road Camarillo, California 93012 Telephone No.: (805) Facsimile No.: (805) Attention: James Chamberlain President and Chief Executive Officer With copies to (which shall not constitute notice): With copies to (which shall not constitute notice): Latham & Watkins Troop Steuber Pasich Reddick & Tobey, LLP 505 Montgomery Street, Suite 1900 2029 Century Park East, 24th Floor San Francisco, CA 94111-2562 Los Angeles, CA 90067 Telephone No.: (415) 391-0600 Telephone No.: (310) 728-3222 Facsimile No.: (415) 395-8095 Facsimile No.: (310) 728-2222 Attention: Scott Haber, Esq. Attention: Scott W. Alderton, Esq.
Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 14 by giving the other party written ---------- notice of the new address in the manner set forth above. 14. HEADINGS. The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof. 15. LAW GOVERNING. This Warrant shall be construed and enforced in accordance with, and governed by, the laws of the State of California, with regard to conflict of law principles of such state. 9 16. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non- assessable shares of Common Stock upon exercise of this Warrant. 17. NOTICES OF RECORD DATE. In case: 17.1 the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; or 17.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or 17.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. The Company shall use all reasonable efforts to ensure such notice shall be delivered at least thirty (30) days prior to the date therein specified. 18. SEVERABILITY. If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 19. COUNTERPARTS. For the convenience of the parties, any number of counterparts of this Warrant may be executed by the parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument. 10 20. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders of this Warrant or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company's securities under any other agreements, except rights that have been waived. 21. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically be extended until 5:00 p.m. the next business day. 22. ENTIRE AGREEMENT. This Warrant, the Securities Purchase Agreement dated as of January 10, 2000 by and among the Company and the Holder, and the Investor Rights Agreement dated as of the date of this Warrant by and among the Company and the Holder, contain the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Warrant, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Warrant are hereby merged herein. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Effective Date. BIOSOURCE INTERNATIONAL, INC. By: /s/ James H. Chamberlain ------------------------------------------- James H. Chamberlain President and Chief Executive Officer 11 EXHIBIT A --------- NOTICE OF EXERCISE (To be executed upon exercise of Warrant) BioSource International, Inc. The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, the securities of BioSource International, Inc., as provided for therein, and (check the applicable box): [ ] tenders herewith payment of the exercise price in full in the form of cash or a certified or official bank check in same-day funds in the amount of $____________ for _________ such securities. [ ] Elects the [Net Issue Exercise][Easy Sale Exercise] option pursuant to Section 2.2 or 2.3 of the Warrant, and accordingly requests delivery of a net of ______________ of such securities. Please issue a certificate or certificates for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security number): Name: -------------------------------------------------------------------- Address: -------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Note: The above signature should correspond exactly with the name on the first page of this Warrant Certificate or with the name of the assignee appearing in the assignment form below. If said number of shares shall not be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder rounded up to the next higher whole number of shares. EXHIBIT B --------- ASSIGNMENT (To be executed only upon assignment of Warrant Certificate) For value received, hereby sells, assigns and transfers unto ____________________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company with respect to the number of Warrants set forth below, with full power of substitution in the premises:
- ---------------------------------------------------------------------------------------------- Name(s) of Assignee(s) Address # of Warrants - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------
And if said number of Warrants shall not be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the Warrants registered by said Warrant Certificate. Dated: -------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Notice: The signature to the foregoing Assignment must correspond to the name as written upon the face of this security in every particular, without alteration or any change whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15. EX-4 3 WARRANT TO PURCHASE EXHIBIT 4 THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144. WARRANT TO PURCHASE COMMON STOCK OF BIOSOURCE INTERNATIONAL, INC. NO. February 15, 2000 THIS CERTIFIES THAT, for value received by BioSource International, Inc., a Delaware corporation (the "Company"), Stargen II LLC, or its permitted ------- registered assigns ("Holder"), is entitled, subject to the terms and conditions ------ of this Warrant, at any time or from time to time after the issuance date of this Warrant (the "Effective Date"), and before 5:00 p.m. Pacific Time on the -------------- fifth (5th) anniversary of the Effective Date (the "Expiration Date"), to --------------- purchase from the Company 24,458 shares of Common Stock of the Company, at a price per share of $7.77 (the "Purchase Price"). Both the number of shares of -------------- Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein. 1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings: 1.1 "Fair Market Value" of a share of Common Stock as of a particular ----------------- date shall mean: (a) If traded on a securities exchange or the Nasdaq National Market, the Fair Market Value shall be deemed to be the average of the closing prices of the Common Stock of the Company on such exchange or market over the five (5) trading days ending immediately prior to the applicable date of valuation; (b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the thirty (30)-day period ending immediately prior to the applicable date of valuation; and (c) If there is no active public market, the Fair Market Value shall be the value thereof, as agreed upon by the Company and the Holder; provided, however, that if the Company and the Holder cannot agree on such value, such value shall be determined by an independent valuation firm experienced in valuing businesses such as the Company and jointly selected in good faith by the Company and the Holder. Fees and expenses of the valuation firm shall be paid for by the Company. 1.2 "Registered Holder" shall mean any Holder in whose name this ----------------- Warrant is registered upon the books and records maintained by the Company. 1.3 "Warrant" as used herein, shall include this Warrant and any ------- warrant delivered in substitution or exchange therefor as provided herein. 1.4 "Common Stock" shall mean the Common Stock of the Company and any ------------ other securities at any time receivable or issuable upon exercise of this Warrant. 2. EXERCISE OF WARRANT. 2.1 Payment. Subject to compliance with the terms and conditions of ------- this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time, on or before the Expiration Date by the delivery (including, without limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Exhibit A (the "Notice of --------- --------- Exercise"), duly executed by the Holder, at the principal office of the Company, - -------- and as soon as practicable after such date, surrendering (a) this Warrant at the principal office of the Company, and (b) payment, (i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company to the Holder; or (iii) by a combination of (i) and (ii), of an amount equal to the product obtained by multiplying the number of shares of Common Stock being purchased upon such exercise by the then effective Purchase Price (the "Exercise Amount"). --------------- 2.2 Net Issue Exercise. In lieu of the payment methods set forth in ------------------ Section 2.1(b) above, the Holder may elect to exchange all or some of this - -------------- Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section 2.2, Holder shall tender to the Company ----------- the Warrant for the amount being exchanged, along with written notice of Holder's election to exchange some or all of the Warrant, and the Company shall issue to Holder the number of shares of the Common Stock computed using the following formula: X = Y (A-B) ----------- A Where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation). A = the Fair Market Value of one share of the Common Stock. B = Purchase Price (as adjusted to the date of such calculation). 2.3 "Easy Sale" Exercise. In lieu of the payment methods set forth ------------------- in Sections 2.1(b) and 2.2, above, when permitted by law and applicable ----------------------- regulations (including Nasdaq and NASD rules), the Holder may pay the Purchase Price through a "same day sale" commitment from the Holder (and if applicable a broker-dealer that is a member of the National Association of 2 Securities Dealers (an "NASD Dealer")), whereby the Holder irrevocably elects to ----------- exercise this Warrant and to sell a portion of the shares so purchased to pay the Purchase Price and the Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such shares to forward the Purchase Price directly to the Company. 2.4 Stock Certificates; Fractional Shares. As soon as practicable on ------------------------------------- or after the date of any exercise of this Warrant, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share equal to such fraction of the current Fair Market Value of one whole share of Common Stock as of such date of exercise. No fractional shares or scrip representing fractional shares shall be issued upon an exercise of this Warrant. 2.5 Partial Exercise; Effective Date of Exercise. In case of any -------------------------------------------- partial exercise of this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Common Stock purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above. The person entitled to receive the shares of Common Stock issuable upon exercise of this Warrant shall be treated for all purposes as the holder of record of such shares as of the close of business on the date the Holder is deemed to have exercised this Warrant. 2.6 Vesting. This Warrant shall vest fully upon issuance. ------- 3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes and other governmental charges that may be imposed in respect of the issue or delivery thereof. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established to the Company's reasonable satisfaction that no tax or other charge is due. 4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events: 4.1 Adjustment for Stock Splits, Stock Subdivisions or Combinations --------------------------------------------------------------- of Shares. The Purchase Price of this Warrant shall be proportionally decreased - --------- and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or subdivision of the Company's Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any combination of the Company's Common Stock. 3 4.2 Adjustment for Dividends or Distributions of Stock or Other ----------------------------------------------------------- Securities or Property. In case the Company shall make or issue, or shall fix a - ---------------------- record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in (a) securities of the Company or (b) assets or (c) cash dividends paid or payable solely out of retained earnings, but only if such cash dividends are Extraordinary Dividends (as defined below), then, in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock (or such other stock or securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor, the securities, assets or cash to which such Holder would have been entitled upon such date if such Holder had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such additional securities, assets or cash distributed with respect to such shares as aforesaid during such period giving effect to all adjustments called for by this Section 4. "Extraordinary Dividends" shall mean --------- dividends or distributions declared with respect to the Common Stock that are in an amount greater than 3% of the aggregate Fair Market Value of the shares of capital stock receiving such dividends as of the trading day prior to the declaration of such dividends or distributions. 4.3 Reclassification. If the Company, by reclassification of ---------------- securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change, and the Purchase Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any - --------- ----------- conversion or redemption of the Common Stock which is the subject of Section 4.5. - ----------- 4.4 Adjustment for Capital Reorganization, Merger or Consolidation. -------------------------------------------------------------- In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall similarly --------- ----------- apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect 4 to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. 4.5 Conversion of Common Stock. In case all or any portion of the -------------------------- authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), ---------------- shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date by (y) the number of shares of Common Stock of the Company for which this Warrant is exercisable immediately after the Termination Date, all subject to further adjustment as provided herein. 4.6 Issuances Below Purchase Price. In case the Company shall issue ------------------------------ or sell (a) Common Stock, (b) rights, warrants or options entitling the holders thereof to subscribe for or purchase shares of Common Stock or (c) any security convertible into Common Stock, in each case at a price, or having an exercise or conversion price, per share less than the Purchase Price (excluding any issuance for which an appropriate and full adjustment has been made pursuant to Section 4.2), the Purchase Price shall be immediately reduced by multiplying the Purchase Price by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of shares of Common Stock which the aggregate consideration received or receivable (I) for the total number of shares of Common Stock, rights, warrants or options or convertible securities so issued or sold and (II) upon the exercise or conversion of all such rights, warrants, options or securities, would purchase at such Purchase Price, and (B) the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus (without duplication) the number of shares of Common Stock subject to all such rights, warrants, options and convertible securities; provided, however, that as a result of the foregoing adjustment, the Purchase Price shall in no event be reduced to a price less than $6.9375 per share, as may be appropriately adjusted to reflect any stock split, stock dividend, recapitalization or similar transaction involving the Common Stock after the date hereof. The issuance of any shares of Common Stock or other rights, warrants, options or convertible securities pursuant to (a) the effectuation of a split or subdivision of the outstanding shares of Common Stock or a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock, (b) Common Stock (or securities exercisable or convertible into Common Stock) issuable or issued to employees, consultants or directors of the Company after the Purchase Date directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Company, (c) securities issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding or deemed outstanding on the date of this Warrant, and (d) securities issued or issuable in connection with the acquisition, merger, consolidation, or other 5 business combination by or of the Company with, by, or of any person, shall not be deemed to constitute an issuance or sale to which this Section 4.6 applies. 5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase Price, or number or type of shares issuable upon exercise of this Warrant, the Chief Financial Officer or Controller of the Company shall compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including a statement of the adjusted Purchase Price. The Company shall promptly send (by facsimile and by either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder. 6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant. 7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as are from time to time issuable upon exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws. Issuance of this Warrant shall constitute full authority to the Company's Officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant. 8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this Warrant and compliance with all applicable securities laws, this Warrant and all rights hereunder may be transferred to any Registered Holder's parent, subsidiary or affiliate, or, if the Registered Holder is a partnership, to any partner of such Registered Holder, or, if the Registered Holder is a limited liability company, to any member of such Registered Holder, in whole or in part, on the books of the Company maintained for such purpose at the principal office of the Company referred to above, by the Registered Holder hereof in person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any permitted partial transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with respect to the shares of Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however that until a transfer of this Warrant is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes. 6 9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended --- (the "Securities Act") covering the disposition or sale of this Warrant or the -------------- Common Stock issued or issuable upon exercise hereof, as the case may be, and registration or qualification under applicable state securities laws, such Holder will not sell, transfer, pledge, or hypothecate any or all of this Warrant or such Common Stock, as the case may be, unless either (i) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such disposition, (ii) the sale of such securities is made pursuant to SEC Rule 144or (iii) such sale or transfer is to the Holder's parent, subsidiary or affiliate, or, if the Holder is a partnership, to any partner of such Holder, or, if the Holder is a limited liability company, to any member of such Holder, pursuant to an exemption under the Securities Act. 10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to exercise by the Holder of the registration rights, if any, granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public ----------- market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 7 11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of affirmative action by such Holder to purchase Common Stock by exercise of this Warrant or Common Stock upon conversion thereof, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder hereof shall cause such Holder hereof to be a stockholder of the Company for any purpose. 12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Holder that: 12.1 Due Authorization; Consents. All corporate action on the part --------------------------- of the Company, its officers, directors and shareholders necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under, this Warrant, and (b) the authorization, issuance, reservation for issuance and delivery of all of the Common Stock issuable upon exercise of this Warrant, has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles. All consents, approvals and authorizations of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third party, required in connection with the execution, delivery and performance of this Warrant and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of all of the Common Stock issuable upon exercise of this Warrant, have been obtained. 12.2 Organization. The Company is a corporation duly organized, ------------ validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as currently proposed to be conducted. 12.3 Valid Issuance of Stock. The outstanding shares of the capital ----------------------- stock of the Company are duly and validly issued, fully paid and non-assessable, and such shares, and all outstanding options and other securities of the Company, have been issued in full compliance with the registration and prospectus delivery requirements of the Securities Act and the registration and qualification requirements of all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable federal and state securities laws, including without limitation, anti-fraud provisions. 12.4 Governmental Consents. All consents, approvals, orders, --------------------- authorizations or registrations, qualifications, declarations or filings with any federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated herein, including, without limitation, those under the Securities Act and all applicable state securities laws, shall have been obtained prior to and be effective as of the Effective Date. 12.5 Listing on Nasdaq or Securities Exchange. The Company shall ---------------------------------------- use its best efforts to list any shares of Common Stock issuable upon exercise of this Warrant on Nasdaq or such other national securities exchange on which shares of Common Stock are then listed. The Company will at its expense cause all shares of Common Stock issued upon exercise of this Warrant to be listed on Nasdaq and/or such other national securities exchange on which shares of Common Stock are then listed at the time of such issuance and shall maintain such listing. 8 12.6 No Impairment. The Company further covenants that it will not, ------------- by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company. 13. NOTICES. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when received when sent by facsimile at the address and number set forth below; (c) three business days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.
To Holder: To the Company: Stargen II LLC BioSource International, Inc. 820 Flynn Road Camarillo, California 93012 Telephone No.: (805) Facsimile No.: (805) Attention: James Chamberlain President and Chief Executive Officer With copies to (which shall not constitute notice): With copies to (which shall not constitute notice): Latham & Watkins Troop Steuber Pasich Reddick & Tobey, LLP 505 Montgomery Street, Suite 1900 2029 Century Park East, 24th Floor San Francisco, CA 94111-2562 Los Angeles, CA 90067 Telephone No.: (415) 391-0600 Telephone No.: (310) 728-3222 Facsimile No.: (415) 395-8095 Facsimile No.: (310) 728-2222 Attention: Scott Haber, Esq. Attention: Scott W. Alderton, Esq.
Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 14 by giving the other party written ---------- notice of the new address in the manner set forth above. 14. HEADINGS. The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof. 15. LAW GOVERNING. This Warrant shall be construed and enforced in accordance with, and governed by, the laws of the State of California, with regard to conflict of law principles of such state. 9 16. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non- assessable shares of Common Stock upon exercise of this Warrant. 17. NOTICES OF RECORD DATE. In case: 17.1 the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities or to receive any other right; or 17.2 of any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification of the capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or 17.3 of any voluntary dissolution, liquidation or winding-up of the Company; or 17.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. The Company shall use all reasonable efforts to ensure such notice shall be delivered at least thirty (30) days prior to the date therein specified. 18. SEVERABILITY. If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 19. COUNTERPARTS. For the convenience of the parties, any number of counterparts of this Warrant may be executed by the parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument. 10 20. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders of this Warrant or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company's securities under any other agreements, except rights that have been waived. 21. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically be extended until 5:00 p.m. the next business day. 22. ENTIRE AGREEMENT. This Warrant, the Securities Purchase Agreement dated as of January 10, 2000 by and among the Company and the Holder, and the Investor Rights Agreement dated as of the date of this Warrant by and among the Company and the Holder, contain the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Warrant, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Warrant are hereby merged herein. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Effective Date. BIOSOURCE INTERNATIONAL, INC. By: /s/ James H. Chamberlain --------------------------------------------- James H. Chamberlain President and Chief Executive Officer 11 EXHIBIT A --------- NOTICE OF EXERCISE (To be executed upon exercise of Warrant) BioSource International, Inc. The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, the securities of BioSource International, Inc., as provided for therein, and (check the applicable box): [ ] tenders herewith payment of the exercise price in full in the form of cash or a certified or official bank check in same-day funds in the amount of $____________ for _________ such securities. [ ] Elects the [Net Issue Exercise][Easy Sale Exercise] option pursuant to Section 2.2 or 2.3 of the Warrant, and accordingly requests delivery of a net of ______________ of such securities. Please issue a certificate or certificates for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security number): Name: ---------------------------------------------------------------- Address: ---------------------------------------------------------------- Signature: ---------------------------------------------------------------- Note: The above signature should correspond exactly with the name on the first page of this Warrant Certificate or with the name of the assignee appearing in the assignment form below. If said number of shares shall not be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder rounded up to the next higher whole number of shares. EXHIBIT B --------- ASSIGNMENT (To be executed only upon assignment of Warrant Certificate) For value received, hereby sells, assigns and transfers unto ____________________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company with respect to the number of Warrants set forth below, with full power of substitution in the premises:
- ---------------------------------------------------------------------------------------------- Name(s) of Assignee(s) Address # of Warrants - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------
And if said number of Warrants shall not be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the Warrants registered by said Warrant Certificate. Dated: ----------------------------------------------------------------- Signature: ----------------------------------------------------------------- Notice: The signature to the foregoing Assignment must correspond to the name as written upon the face of this security in every particular, without alteration or any change whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----