As filed with the securities and exchange commission on november 8, 2000


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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2000

REGISTRATION STATEMENT NO. 333-45996

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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HARVARD BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE 3826 04-3306140

(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer

of Incorporation or Organization) Classification Code Number) Identification No.)
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84 OCTOBER HILL ROAD

HOLLISTON, MASSACHUSETTS 01746-1371

(508) 893-8066

(Address, including zip code, and telephone number, including area code, of

Registrant's principal executive office)
------------------------------
CHANE GRAZIANO

CHIEF EXECUTIVE OFFICER

HARVARD BIOSCIENCE, INC.

84 OCTOBER HILL ROAD

HOLLISTON, MASSACHUSETTS 01746-1371

(508) 893-8066

(Name, address, including zip code, and telephone number, including area code,

of agent for service)
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COPIES TO:

H. DAVID HENKEN, P.C. STANFORD N. GOLDMAN, JR., ESQ.

GOODWIN, PROCTER & HOAR LLP JOHN J. CHENEY, ESQ.

EXCHANGE PLACE MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

BOSTON, MASSACHUSETTS 02109-2881 ONE FINANCIAL CENTER

(617) 570-1000 BOSTON, MASSACHUSETTS 02111

(617) 542-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as

practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, check the following box. / / ____________
If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,

please check the following box. / / ____________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR

DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL

FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION

STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF

THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME

EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(a), MAY

DETERMINE.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY

NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER

TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING OFFERS TO BUY THESE

SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2000

PROSPECTUS
[THOMAS WEISEL PARTNERS LLC LOGO]
[HARVARD BIOSCIENCE LOGO]
6,422,450 SHARES

COMMON STOCK
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We are selling 6,250,000 shares of our common stock and our president as a

selling stockholder is offering an additional 172,450 shares. We will not

receive any of the proceeds from the sale of shares by the selling stockholder.

We have granted the underwriters a 30-day option to purchase up to an additional

937,500 shares to cover over-allotments, if any.

This is an initial public offering of our common stock. We currently expect the

initial public offering price to be between $11.00 and $13.00 per share. We have

applied for approval for quotation of our common stock on the Nasdaq National

Market under the symbol "HBIO."

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INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.

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PER SHARE TOTAL
Public offering price $ $

Underwriting discount $ $

Proceeds, before expenses, to us $ $

Proceeds, before expenses, to the selling stockholder $ $
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS

PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A

CRIMINAL OFFENSE.

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THOMAS WEISEL PARTNERS LLC
DAIN RAUSCHER WESSELS
ING BARINGS
The date of this prospectus is , 2000
EDGAR GRAPHICS DESCRIPTIONS
INSIDE FRONT COVER-GATEFOLD
Pages 2 and 3: Gatefold has title "Harvard Bioscience Products and the

Bottlenecks in Post-Genomics Drug Discovery" at the top. Below these words is a

process flow diagram illustrating the drug discovery process and the key

bottlenecks within this process. The diagram begins on the upper left portion of

the gatefold and flows horizontally to the upper right portion of the gatefold.

Below and to the right of the diagram is an orange arrow indicating that orange

portions of the diagram represent bottlenecks in the drug discovery process. The

diagram is initially split into two parallel tracks which merge into a single

track near the middle of the pages as the flow diagram moves to the right. The

upper track of the diagram is titled "Compound Development" and includes a green

arrow titled "Compound Libraries". Below the arrow are the words "Combinatorial

Chemistry". The lower track of the diagram is titled "Target Discovery" and

includes two arrows. The first arrow is green and is titled "Target

Identification". Above this arrow is the word "Genomics". The next arrow to the

right is orange and is titled "Target Validation". Above this arrow is the word

"Proteomics". Following the "Compound Libraries" arrow on the upper track and

the "Target Validation" arrow on the lower track, the two tracks of the diagram

combine and include green and orange arrows to illustrate the remaining stages

and key bottlenecks in the drug discovery process. The individual arrows from

left to right include an orange arrow titled "Assay Development" followed by a

green arrow titled "High Throughput Screening". These two arrows in the diagram

appear under the title "Primary Screening". To the right of the "High Throughput

Screening" arrow is an orange arrow titled "Lead Optimization" followed by an

orange arrow titled "ADMET Screening". These two arrows in the diagram appear

under the title "Secondary Screening". To the right of the "ADMET Screening"

arrow is a green arrow titled "Clinical Trials", the final arrow in the process

flow diagram.
The lower portion of the gatefold consists of product descriptions. The

lower left portion begins with the words "Protein Purification" with the

following product photos and short descriptions appearing below "Protein

Purification". A drawing of a pipette tip is followed by the words "PrepTip-TM

Coated pipette tips for the purification of minute protein samples". Below this

is a photo of spin columns followed by the words "UltraMicro Spin Columns Small

plastic tubes containing purification media that are spun in a centrifuge".

Below this is a photo of disposable dialyzers followed by the words "Disposable

Dialyzers small plastic chambers capped with a membrane that retains proteins

but passes contaminants". Below this are the words "Protein Analysis" with the

following product photos and short descriptions appearing below "Protein

Analysis". A photo of a DNA/RNA/protein calculator followed by the words

"GeneQuant Pro-TM DNA/RNA/Protein calculators". Below this are photos of a

purple spectrophotometer, a yellow spectrophotometer and a green

spectrophotometer followed by the words "UltroSpec-TM Range of

spectrophotometers for molecular biology". Below this is a photo of an amino

acid analysis system followed by the words "Biochrom-TM 20 Amino Acid Analysis

System".
The lower right portion begins with the word "Absorption". Below this is a

photo of an absorption measurement chamber followed by the words "NaviCyte-TM

Absorption measurement chambers". Below this is the word "Distribution" with a

photo of an equilibrium dialysis plate and followed by the words "96 Well

Equilibrium Dialysis Plate Equilibrium dialysis plate for the measurement of the

interaction of drugs and proteins". Below this are the words "Metabolism and

Elimination" with a photo of an isolated organ system and followed by the words

"Isolated Organ Systems Liver and kidney systems used for studying metabolism

and elimination". Below this is the word "Toxicology" with a photo of a desktop

computer and the ScanTox product followed by the words "ScanTox-TM Screening

system for testing toxicology without the use of laboratory animals". Below this

is a photo of an infusion pump followed by the words "PHD 2000 Infusion pump for

toxicology testing".
TABLE OF CONTENTS


PAGE

--------
Prospectus Summary.......................................... 1
Risk Factors................................................ 6
Information Regarding Forward-Looking Statements............ 15
Use of Proceeds............................................. 16
Dividend Policy............................................. 16
Capitalization.............................................. 17
Dilution.................................................... 18
Selected Financial Data..................................... 19


Management's Discussion and Analysis of Financial Condition

and Results of Operations................................. 20
Business.................................................... 28
Management.................................................. 44
Relationships and Related Party Transactions................ 51
Principal and Selling Stockholders.......................... 52
Description of Capital Stock................................ 54
Shares Eligible for Future Sale............................. 58
Underwriting................................................ 60
Legal Matters............................................... 63
Experts..................................................... 63
Where You Can Find More Information......................... 63
Index to Consolidated Financial Statements.................. F-1



PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.

YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS"

SECTION.
OUR COMPANY
We are a global developer, manufacturer and marketer of innovative, enabling

tools used in drug discovery research at pharmaceutical and biotechnology

companies, universities and government laboratories. We sell approximately

10,000 products to more than 5,000 customers in over 60 countries. Our

proprietary products accounted for approximately 82% of our revenues for the

nine months ended September 30, 2000. We have designed our tools to accelerate

the speed and to reduce the cost at which our customers can discover and

commercialize new drugs. By providing research tools, we participate in the

revolutions in genomics, the study of genes, and proteomics, the study of

proteins, without bearing the risks inherent in attempting to discover new

drugs.
Since our reorganization in March 1996, we have focused on developing tools

to alleviate two critical bottlenecks in the drug discovery process:
- PROTEIN PURIFICATION, which is the removal of contaminants such as salts,

buffers, detergents and cellular debris from a protein sample, and
- ADMET SCREENING, which is the testing of the absorption, distribution,

metabolism, elimination and toxicology properties of drug candidates.
Our proteomics products are tools that allow researchers to purify and analyze

proteins contained in a sample. Our ADMET screening products are tools that

enable researchers to test drug candidates to determine their absorption,

distribution, metabolism, elimination and toxicology properties prior to

conducting costly clinical trials.
We market our products primarily through our 1,000 page catalog to

approximately 100,000 researchers worldwide. Our catalog is also available on

our website. We distribute most of our products directly through our operations

in the United States, the United Kingdom, Germany, France and Canada. In

addition to our catalog distribution channel, we have a long-standing

distribution and marketing relationship with Amersham Pharmacia Biotech, or

APBiotech, one of the largest companies in the life sciences industry.
OUR OPPORTUNITY
Drug discovery is a time-consuming and costly process. In the pre-genomics

era, the compound development, primary screening and clinical trials stages were

bottlenecks in this process. The recent successes of genomics, combinatorial

chemistry (the automated production of large numbers of chemical compounds) and

high throughput screening have alleviated the bottlenecks at the compound

development and primary screening stages. However, these bottlenecks have been

replaced by bottlenecks at later stages in the drug discovery process. Our
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