UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2025, 2005

BIOSOURCE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-26670	77-0340829
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
542 Flynn Road, Camarillo, California		93012
(Address of Principal Executive Offices)		(Zip Code)

542 Flynn Road, Camarillo, California		93012
(Address of Principal Executive Offices)		(Zip Code)

(805) 987-0086

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


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

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

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

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

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On May 2025, 2005, ~~the Board of Directors of~~ BioSource International, Inc. ~~authorized BioSource to enter into an indemnification agreement~~ (the “~~Indemnification Agreement~~Company”) ~~with~~received ~~each~~a ~~director~~notice ~~and~~ from the ~~following~~Listing Qualifications ~~executive~~Department ~~officers~~ of ~~BioSource:~~the ~~Alan~~Nasdaq ~~Edrick,~~Stock ~~Executive~~Market ~~Vice~~indicating ~~President~~that ~~and~~the ~~Chief~~Company is not in ~~Financial~~compliance ~~Officer~~with ~~and~~the ~~Kevin~~Nasdaq J.requirements ~~Reagan,~~for ~~Executive~~continued ~~Vice~~listing ~~President~~set offorth ~~Technical~~in ~~Operations.~~Nasdaq ~~The~~Marketplace Rule ~~following~~4310(c)(14) ~~summary~~due ofto the ~~form~~Company’s offailure ~~Indemnification~~to ~~Agreement~~timely ~~approved~~file byits ~~the~~Quarterly ~~Board~~Report ofon ~~Directors~~Form is10-Q for the ~~qualified~~quarter inended ~~its~~March 31, ~~entirety~~2005 by(the ~~reference~~“Form 10-Q”). toAs previously announced on May 16, 2005, the Company ~~form~~delayed ofthe ~~Indemnification~~filing ~~Agreement~~of ~~filed~~its ~~herewith~~Form ~~as Exhibit~~ 10.1-Q because the Company was considering and ~~incorporated~~discussing ~~herein~~with its byexternal ~~reference.~~auditors ~~References~~at inKPMG ~~this~~LLP ~~summary~~possible changes to ~~indemnification~~its long-standing accounting policy of ~~are~~reserving ~~intended~~for to100 percent ~~include~~of ~~hold~~the ~~harmless~~costs ~~rights~~of manufactured antibody inventory.

The ~~form~~notice ofreceived ~~Indemnification~~from ~~Agreement~~the ~~provides~~Listing ~~full~~Qualifications ~~indemnification~~Department ~~for~~indicated ~~all~~that ~~expenses,~~the Company’s common ~~judgments,~~stock ~~penalties,~~would ~~fines~~be ~~and~~subject ~~amounts~~to ~~paid~~delisting infrom ~~settlement~~Nasdaq ~~actually~~at ~~and~~the ~~reasonably~~opening ~~incurred~~of bybusiness anon June 3, 2005 unless ~~indemnitee~~the ~~who~~Company isrequested a ~~party~~timely tohearing by a ~~covered~~Nasdaq ~~proceeding~~Listing ~~brought~~Qualifications byPanel ~~all~~(the ~~persons~~“Nasdaq Panel”) ~~other~~to ~~than~~appeal ~~BioSource~~such delisting determination. ~~The~~In accordance with Nasdaq Marketplace Rule 4820, ~~form~~on ofMay 26, ~~Indemnification~~2005 ~~Agreement~~the ~~also~~Company ~~includes~~requested ~~indemnification~~a hearing by the Nasdaq Panel to appeal the delisting determination. The Company’s request for a hearing stays the ~~indemnitee~~delisting ~~who~~action ispending ~~not~~the issuance of a written determination by the Nasdaq Panel. The Company’s common stock will remain quoted on ~~party,~~Nasdaq ~~but~~pending ~~who,~~the ~~nonetheless,~~outcome ~~becomes~~of athe ~~participant~~appeal inunder ~~such~~the ~~proceeding~~symbol (e“BIOIE”.g. The fifth character “E” has been appended to the Company’s trading symbol effective May 27, 2005. While the Company is working diligently to complete and file its Form 10-Q as apromptly ~~witness)~~as practicable, the Company can provide no assurances that the Nasdaq Panel will grant the Company’s request for continued listing.

~~The~~Item form of Indemnification Agreement also provides full indemnification for expenses incurred by reason of being a party to an action brought by or in the right of BioSource, as well as indemnification for the indemnitee who is not a party, but who, nonetheless, becomes a participant in the proceeding (e4.g02., asNon-Reliance aon ~~witness).~~Previously ~~The~~Issued ~~form~~Financial ofStatements ~~Indemnification~~or ~~Agreement does not provide for indemnification of expenses for~~ a ~~proceeding~~Related inAudit ~~which~~Report ~~the~~or ~~indemnitee~~Completed ~~was~~Interim finally adjudged by a court to be liable to BioSource unless and only to the extent that a court determines that an indemnitee is nonetheless fairly and reasonably entitled to indemnification for expenses that the court deems to be properReview.

~~The~~On ~~form~~May 27, of2005, ~~Indemnification~~the ~~Agreement~~Audit ~~prohibits~~Committee ~~indemnification~~of in the ~~following circumstances: (i) if an indemnitee~~Company’s ~~conduct~~Board ~~constitutes~~of aDirectors, ~~breach~~upon the recommendation of anthe ~~indemnitee~~Company’s ~~duty~~management, ~~of loyalty~~and towith ~~BioSource~~the orconcurrence ~~its~~of ~~stockholders~~the orCompany’s isindependent ~~an act or omission not in good faith or which~~registered ~~involves~~public ~~intentional~~accounting ~~misconduct~~firm, orKPMG aLLP, ~~knowing~~concluded ~~violation~~that of the ~~law;~~previously ~~(ii) with~~issued ~~respect~~financial ~~to any~~statements ~~proceeding~~contained ~~brought~~in ~~by an indemnitee unless~~ the ~~bringing~~Company’s ofAnnual ~~such~~Reports ~~proceeding~~on ~~was~~Form ~~approved~~10-K byfor the ~~Board~~ ofthree ~~Directors~~years ofended ~~BioSource~~December 31, or2004 should ~~such~~no ~~proceeding~~longer isbe ~~brought~~relied byupon. anThe ~~indemnitee~~Company expects to ~~assert,~~restate ~~interpret or~~its ~~enforce~~financial ~~his~~statements ~~rights~~for ~~under~~ the ~~Indemnification Agreement or any other agreement or insurance~~ ~~policy~~three oryears ~~under~~ended ~~BioSource’s~~December 31, ~~Certificate~~2004, ofand ~~Incorporation~~make orrelevant ~~bylaws;~~adjustments ~~(iii) for~~to ~~expenses~~financial ~~incurred~~information byfor anfiscal ~~indemnitee~~2000 ~~with~~and ~~respect~~2001, to ~~actions~~reflect ~~instituted~~changes ~~(a) by such indemnitee~~ to ~~enforce or interpret~~ the ~~Indemnification~~ ~~Agreement~~Company’s iflong-standing aaccounting ~~court~~policy ~~determines that assertions made by such indemnitee as a basis~~of reserving for ~~such action were made in bad faith or were frivolous or (b)~~100 bypercent orof in the ~~name~~costs of ~~BioSource~~manufactured ~~to enforce~~antibody orinventory. ~~interpret~~The ~~the~~Company ~~Indemnification~~does ~~Agreement,~~not expect if a ~~court~~change ~~determines~~in ~~that the material defenses asserted by~~ such ~~indemnitee~~policy ~~were~~to ~~made~~have inany ~~bad~~material ~~faith~~impact oron ~~were~~its ~~frivolous;~~previously orreported ~~(iv) for~~cash ~~expenses~~flows and ~~other~~expects ~~liabilities~~a ~~arising~~net ~~from~~increase ~~the purchase and sale by an indemnitee of securities~~ in ~~violation~~ ofstockholders’ ~~Section~~equity ~~16(b)~~at ofDecember 31, ~~the Securities Exchange Act of 1934 or any similar state or successor statute~~2004.

The ~~form~~Chairman of ~~Indemnification~~the ~~Agreement~~Audit ~~also~~Committee ~~provides~~discussed ~~for~~the ~~advancement~~matters ofdisclosed ~~expenses~~ in ~~certain circumstances~~this ~~and~~Item 4.02 ~~sets~~with ~~forth the procedures for obtaining such advancement~~KPMG LLP.

~~Item~~The ~~9.01.~~Company ~~Financial~~issued ~~Statements~~a ~~and~~press ~~Exhibits~~release on May 27, 2005 regarding these matters, a copy of which is attached at Exhibit 99.1 hereto.

(c)	Exhibits
10.1	Form of Indemnification Agreement

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

SIGNATURE


	BIOSOURCE INTERNATIONAL, INC.
Date: May 31, 2005	By:	/s/ Alan I. Edrick
		Executive Vice President and
		Chief Financial Officer

~~Pursuant~~EXHIBIT ~~to the requirements of the Securities Exchange Act of 1934, as amended, the~~INDEX ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly~~ ~~authorized.~~

	BIOSOURCE INTERNATIONAL, INC.
Exhibit No.		Description
Date: May 24, 2005	By:	/s/ Alan I. Edrick
Exhibit 99.1		Press Release of BioSource International, Inc. dated May 27, 2005.
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Number		Description
10.1		Form of Indemnification Agreement.

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