<PAGE>
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000
    
 
                                            REGISTRATION STATEMENT NO. 333-45996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
   
                                AMENDMENT NO. 5
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
    
 
                            ------------------------
 
                            HARVARD BIOSCIENCE, INC.
             (Exact Name of Registrant as Specified in its Charter)
 

<TABLE>
<S>                                   <C>                                   <C>
              DELAWARE                                3826                               04-3306140
    (State or Other Jurisdiction          (Primary Standard Industrial                (I.R.S. Employer
 of Incorporation or Organization)        Classification Code Number)               Identification No.)
</TABLE>

 
                         ------------------------------
 
                              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)
 
                         ------------------------------
 
                                   COPIES TO:
 

<TABLE>
<S>                                                   <C>
               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
</TABLE>

 
                         ------------------------------
 
    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.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
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.

<PAGE>
   
                 SUBJECT TO COMPLETION, DATED DECEMBER 5, 2000
    
 
PROSPECTUS
 
                       [THOMAS WEISEL PARTNERS LLC LOGO]
 
                           [HARVARD BIOSCIENCE LOGO]
 
                                6,422,450 SHARES
                                  COMMON STOCK
 
--------------------------------------------------------------------------------
 
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
been approved for quotation of our common stock on the Nasdaq National Market
under the symbol "HBIO."
    
--------------------------------------------------------------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.
--------------------------------------------------------------------------------
 

<TABLE>
<CAPTION>
                                                                 PER SHARE     TOTAL
<S>                                                            <C>           <C>          <C>
Public offering price                                          $             $
Underwriting discount                                          $             $
Proceeds, before expenses, to us                               $             $
Proceeds, before expenses, to the selling stockholder          $             $
</TABLE>

 
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.
--------------------------------------------------------------------------------
 
THOMAS WEISEL PARTNERS LLC
 
                        DAIN RAUSCHER WESSELS
 
                                                ING BARINGS
 
The date of this prospectus is                 , 2000

<PAGE>
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".

<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
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..........................      53
 
Description of Capital Stock................................      55
 
Shares Eligible for Future Sale.............................      59
 
Underwriting................................................      61
 
Legal Matters...............................................      64
 
Experts.....................................................      64
 
Where You Can Find More Information.........................      64
 
Index to Consolidated Financial Statements..................     F-1
</TABLE>


<PAGE>

                               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
opportunity lies in alleviating these bottlenecks with products that increase
the productivity and reduce the cost of drug discovery.
 
OUR PRODUCTS
 
    We have a broad array of established products for proteomics and ADMET
screening. We believe our products offer drug discovery researchers the most
comprehensive protein purification and
 
                                       1

<PAGE>
ADMET screening solutions. In the past two years, we have expanded our product
base by introducing the following proprietary tools:
 
    PROTEIN PURIFICATION:
 
       - specially coated pipette tips, which are small plastic tubes coated on
         the inside with a material that selectively extracts proteins but not
         contaminants,
 
       - micro spin columns, which are small plastic tubes partially filled with
         a material that selectively extracts proteins but not contaminants, and
 
       - micro dialyzers, which are small plastic tubes each containing a
         dialysis membrane which allows small molecules to pass through but
         retains large molecules such as proteins.
 
    ADMET SCREENING:
 
       - NaviCyte diffusion chambers, which measure drug absorption by
         simulating membranes in the human body,
 
       - small plastic plates with 96 wells, which each contain a dialysis
         membrane that allows small molecules to pass through but retains large
         molecules such as proteins, and
 
       - ScanTox instruments, which enable toxicology testing without the use of
         animals.
 
    In protein purification, these new products increase productivity and reduce
cost by avoiding the cumbersome sample handling steps required by current
technology and by being compatible with automated liquid-handling robots. Many
of the products are available in 96 well plate formats. In ADMET screening,
these new products lower cost and increase automation by using molecular,
cellular, tissue and organ based assays to reduce the use of live animals.
 
    In addition to our proprietary products, we provide a broad selection of
non-proprietary products that are frequently used in conjunction with our
proprietary products. We seek to be a single source for our customers' product
needs in protein purification and ADMET screening.
 
OUR STRATEGY
 
    Our goal is to become the leading provider of innovative, enabling
technologies and products for proteomics and ADMET research in the drug
discovery process. Key elements of our strategy are to:
 
    - establish our new proteomics and ADMET screening products as industry
      standards,
 
    - launch a broad range of innovative new tools for drug discovery,
 
    - leverage our existing distribution and marketing channels,
 
    - provide a single source of tools for our customers' research needs in
      proteomics and ADMET screening, and
 
    - acquire complementary technologies.
 
                            ------------------------
 
    We organized our company as a Massachusetts corporation on March 7, 1996 in
connection with our purchase of a portion of the assets of Harvard Apparatus, a
business which, with its predecessors, had been in existence since 1901. The
initial Harvard Apparatus catalog was published in 1901 by Dr. William T.
Porter, a professor at Harvard Medical School and the founder of the Harvard
Apparatus business. We will be reincorporated by merger in Delaware prior to the
closing of this offering. In connection with the reincorporation, we will change
our corporate name from Harvard Apparatus, Inc. to Harvard Bioscience, Inc. We
have no affiliation with Harvard University. Our principal executive offices are
located at 84 October Hill Road, Holliston, Massachusetts 01746. Our telephone
number at that location is (508) 893-8066 and our Internet address is
www.harvardbioscience.com. The information contained on our website is not part
of this prospectus.
 
                                       2

<PAGE>
    We have six wholly-owned subsidiaries, Biochrom Ltd. (United Kingdom),
Harvard Apparatus Limited (United Kingdom), Hugo Sachs Elektronik-Harvard
Apparatus GmbH (Germany), Harvard Apparatus S.A.R.L. (France), Harvard Apparatus
FSC, Inc. (United States) and Ealing Scientific Ltd. (Canada).
 
    The names Harvard Bioscience and Harvard Apparatus and our logo are names
and trademarks that we believe belong to us. We have the rights to numerous
trademarks and trade names including AmiKa, Biochrom, CPK, GeneQuant,
GeneQuantPro, NaviCyte, NovaSpec, PrepTip, PureTip, ScanTox, Stronghold and
UltroSpec. This prospectus also contains the trademarks and trade names of other
entities that are the property of their respective owners.
 
                                  THE OFFERING
 
   

<TABLE>
<S>                                            <C>
Common stock offered by us...................  6,250,000 shares
 
Common stock offered by our president as a
  selling stockholder........................  172,450 shares
 
Common stock outstanding after the
  offering...................................  24,782,422 shares
 
Use of proceeds..............................  For payment of existing debt, redemption of
                                               our series A redeemable preferred stock,
                                               potential acquisitions, working capital and
                                               general corporate purposes.
 
Nasdaq National Market symbol................  HBIO
</TABLE>

    
 
The above information is based on 18,532,422 shares outstanding as of
October 15, 2000 and excludes:
 
    - 599,096 shares issuable upon exercise of options then outstanding at a
      weighted average exercise price of $1.00 per share.
 
Unless otherwise noted, this prospectus assumes:
 
    - no exercise of the underwriters' over-allotment,
 
    - an assumed initial offering price of $12.00 per share,
 
    - a 19.71-for-1 stock split of our common stock effected in connection with
      this offering,
 
    - our reincorporation by merger in Delaware and our related name change
      prior to the closing of this offering,
 
    - the redemption of our outstanding series A redeemable preferred stock upon
      the closing of this offering,
 
    - the automatic conversion of our outstanding series B convertible preferred
      stock into 955,935 shares of our common stock upon the closing of this
      offering,
 
    - the issuance of 8,509,905 shares of our common stock upon exercise of all
      outstanding warrants at a weighted average exercise price of $0.0005 per
      share prior to the closing of this offering, and
 
    - the amendment and restatement of our certificate of incorporation in
      connection with this offering.
 
                                       3

<PAGE>
                             SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
                                                  PREDECESSOR
                                 PREDECESSOR        COMPANY       FOR THE PERIOD
                                   COMPANY      FOR THE PERIOD    FROM INCEPTION
                                 FISCAL YEAR    FROM JANUARY 1,     MARCH 15,
                                    ENDED           1996 TO          1996 TO
                                 DECEMBER 31,      MARCH 14,       DECEMBER 31,
                                     1995            1996              1996
                                 ------------   ---------------   --------------
                                 (UNAUDITED)      (UNAUDITED)
                                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                              <C>            <C>               <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................   $   10,032      $    1,989        $    8,198
Cost of goods sold.............        5,286           1,059             4,080
Stock compensation expense.....           --              --                --
                                  ----------      ----------        ----------
    Gross profit...............        4,746             930             4,118
Other operating expenses.......        4,252             810             3,141
Stock compensation expense.....           --              --                --
                                  ----------      ----------        ----------
    Operating income (loss)....          494             120               977
                                  ----------      ----------        ----------
Other (expense) income:
  Common stock warrant interest
  expense......................           --              --                --
  Interest expense, net........         (472)            (90)             (177)
  Amortization of deferred
  financing costs..............           --              --                --
  Other........................          (62)           (139)               98
                                  ----------      ----------        ----------
    Other expense, net.........         (534)           (229)              (79)
                                  ----------      ----------        ----------
    (Loss) income before income
    taxes......................          (40)           (109)              898
Income taxes...................           85              --               362
                                  ----------      ----------        ----------
    Net (loss) income..........   $     (125)     $     (109)       $      536
Preferred stock dividends......           --              --               (97)
                                  ----------      ----------        ----------
    Net (loss) income available
    to common stockholders.....   $     (125)     $     (109)       $      439
                                  ==========      ==========        ==========
(Loss) income per share:
  Basic........................   $    (0.01)     $    (0.01)       $     0.04
                                  ==========      ==========        ==========
  Diluted......................   $    (0.01)     $    (0.01)       $     0.02
                                  ==========      ==========        ==========
Weighted average common shares:
  Basic........................   10,259,410      10,259,410        10,259,410
                                  ==========      ==========        ==========
  Diluted......................   10,259,410      10,259,410        20,241,145
                                  ==========      ==========        ==========
Pro forma (loss) income per
  share:
  Basic........................
  Diluted......................
Pro forma weighted average
  common shares:
  Basic........................
  Diluted......................
 
<CAPTION>
 
                                                                           NINE MONTHS ENDED
                                    FISCAL YEAR ENDED DECEMBER 31,           SEPTEMBER 30,
                                 ------------------------------------   ------------------------
                                    1997         1998         1999         1999          2000
                                 ----------   ----------   ----------   -----------   ----------
                                                                        (UNAUDITED)
                                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                              <C>          <C>          <C>          <C>           <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................  $   11,464   $   12,154   $   26,178    $  18,470    $   22,069
Cost of goods sold.............       5,128        5,351       13,547        9,359        11,462
Stock compensation expense.....          --           --           --           --           151
                                 ----------   ----------   ----------    ---------    ----------
    Gross profit...............       6,336        6,803       12,631        9,111        10,456
Other operating expenses.......       4,217        4,391        8,151        5,862         7,723
Stock compensation expense.....          --           --        3,284          937        13,181
                                 ----------   ----------   ----------    ---------    ----------
    Operating income (loss)....       2,119        2,412        1,196        2,312       (10,448)
                                 ----------   ----------   ----------    ---------    ----------
Other (expense) income:
  Common stock warrant interest
  expense......................        (117)      (1,379)     (29,694)      (7,403)      (70,920)
  Interest expense, net........        (223)        (210)        (657)        (468)         (655)
  Amortization of deferred
  financing costs..............          --           --          (63)         (44)          (56)
  Other........................          10           31          (65)          46          (428)
                                 ----------   ----------   ----------    ---------    ----------
    Other expense, net.........        (330)      (1,558)     (30,479)      (7,869)      (72,059)
                                 ----------   ----------   ----------    ---------    ----------
    (Loss) income before income
    taxes......................       1,789          854      (29,283)      (5,557)      (82,507)
Income taxes...................         682          783          137          649         1,354
                                 ----------   ----------   ----------    ---------    ----------
    Net (loss) income..........  $    1,107   $       71   $  (29,420)   $  (6,206)   $  (83,861)
Preferred stock dividends......        (122)        (122)        (157)        (115)         (123)
                                 ----------   ----------   ----------    ---------    ----------
    Net (loss) income available
    to common stockholders.....  $      985   $      (51)  $  (29,577)   $  (6,321)   $  (83,984)
                                 ==========   ==========   ==========    =========    ==========
(Loss) income per share:
  Basic........................  $     0.13   $    (0.01)  $    (5.28)   $   (1.13)   $   (13.11)
                                 ==========   ==========   ==========    =========    ==========
  Diluted......................  $     0.06   $    (0.01)  $    (5.28)   $   (1.13)   $   (13.11)
                                 ==========   ==========   ==========    =========    ==========
Weighted average common shares:
  Basic........................   7,406,486    5,598,626    5,598,626    5,598,626     6,407,682
                                 ==========   ==========   ==========    =========    ==========
  Diluted......................  17,500,194    5,598,626    5,598,626    5,598,626     6,407,682
                                 ==========   ==========   ==========    =========    ==========
Pro forma (loss) income per
  share:
  Basic........................                            $     0.01                 $    (0.82)
                                                           ==========                 ==========
  Diluted......................                            $     0.01                 $    (0.82)
                                                           ==========                 ==========
Pro forma weighted average
  common shares:
  Basic........................                            14,902,100                 15,873,527
                                                           ==========                 ==========
  Diluted......................                            17,381,677                 15,873,527
                                                           ==========                 ==========
</TABLE>

 
    Pro forma basic and diluted net (loss) income per share have been calculated
assuming the conversion of all outstanding shares of convertible preferred stock
into common stock and the exercise of all outstanding warrants for common stock
as if they had been converted or exercised on the dates of issuance.
Accordingly, common stock warrant interest expense and dividends associated with
convertible preferred shares are excluded from the pro forma per share amounts.
 
    The financial data presented above for the year ended December 31, 1995 and
for the period from January 1, 1996 to March 14, 1996 represents the financial
data of our predecessor company without any adjustments relating to our purchase
of a portion of its assets.
 
                                       4

<PAGE>
 

<TABLE>
<CAPTION>
                                                                  AS OF SEPTEMBER 30, 2000
                                                            ------------------------------------
                                                                                      PRO FORMA
                                                             ACTUAL     PRO FORMA    AS ADJUSTED
                                                            --------   -----------   -----------
<S>                                                         <C>        <C>           <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................................  $  2,149     $ 2,154       $68,904
Working capital...........................................     1,025       1,030        67,780
Total assets..............................................    23,236      23,241        89,991
Long-term obligations, net of current portion.............     5,730       5,730         5,730
Preferred stock...........................................     2,500       1,500            --
Common stock warrants.....................................   102,115          --            --
Stockholders' equity (deficit)............................   (97,018)      6,102        74,352
</TABLE>

 
    The preceding table presents a summary of our balance sheet data as of
September 30, 2000:
 
    - on an actual basis assuming the filing of an amended and restated
      certificate of incorporation to increase the number of authorized shares
      of common stock,
 
    - on a pro forma basis to give effect to the conversion of all outstanding
      shares of convertible preferred stock into an aggregate of 955,935 shares
      of common stock, the exercise of all outstanding warrants for an aggregate
      of 8,509,905 shares of common stock upon the closing of this offering and
      the filing of our amended and restated certificate of incorporation prior
      to the effective date of this offering, and
 
    - on a pro forma as adjusted basis to reflect the sale of 6,250,000 shares
      of common stock by us in this offering at an assumed initial offering
      price of $12.00 per share, after deducting estimated underwriting
      discounts, commissions and offering expense and the redemption of all
      outstanding shares of redeemable preferred stock upon the closing of this
      offering.
 
                                       5

<PAGE>

                                  RISK FACTORS
 
    AN INVESTMENT IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE YOU DECIDE TO BUY OUR COMMON
STOCK.
 
IF WE ARE UNABLE TO ACHIEVE AND SUSTAIN MARKET ACCEPTANCE OF OUR NEW PROTEOMICS
AND ADMET SCREENING PRODUCTS ACROSS THEIR BROAD INTENDED RANGE OF APPLICATIONS,
WE WILL NOT GENERATE EXPECTED REVENUE GROWTH.
 
    Our business strategy depends on our successfully developing and
commercializing our new proteomics and ADMET screening technologies to meet our
customers' expanding needs and demands. For example, our recent acquisition of
AmiKa Corporation involved the purchase of the technology that we are using to
develop our 96 well plate for serum protein binding analysis. Market acceptance
of this and other new products will depend on many factors, including the extent
of our marketing efforts and our ability to demonstrate to existing and
potential customers that our technologies are superior to other technologies and
products that are available now or may become available in the future. If our
new products do not gain market acceptance, it could materially adversely affect
our business and future growth prospects.
 
OUR PRODUCTS COMPETE IN MARKETS THAT ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE,
AND THEREFORE ONE OR MORE OF OUR PRODUCTS COULD BE MADE OBSOLETE BY NEW
TECHNOLOGIES.
 
    Because the market for drug discovery tools is characterized by rapid
technological change and frequent new product introductions, our product lines
may be made obsolete unless we are able to continually improve our existing
products and develop new products. To meet the evolving needs of our customers,
we must continually enhance our current and planned products and develop and
introduce new products. However, we may experience difficulties which may delay
or prevent the successful development, introduction and marketing of new
products or product enhancements. In addition, our product lines are based on
complex technologies which are subject to rapid change as new technologies are
developed and introduced in the marketplace. We may have difficulty in keeping
abreast of the rapid changes affecting each of the different markets we serve or
intend to serve. Our failure to develop and introduce products in a timely
manner in response to changing technology, market demands or the requirements of
our customers could cause our product sales to decline, and we could experience
significant losses.
 
    We offer and plan to offer a broad product line and have incurred and expect
to continue to incur substantial expenses for development of new products and
enhanced versions of our existing products. The speed of technological change in
our market may prevent us from being able to successfully market some or all of
our products for the length of time required to recover their often significant
development costs. Failure to recover the development costs of one or more
products or product lines could decrease our profitability or cause us to
experience significant losses.
 
WE HAVE LIMITED EXPERIENCE IN MANUFACTURING SOME OF OUR PRODUCTS WHICH COULD
CAUSE PROBLEMS OR DELAYS RESULTING IN LOST REVENUE.
 
    We have only recently begun to manufacture and therefore currently have
limited manufacturing capacity for some of our products, such as our PrepTip
protein purification pipette tips. If we fail to manufacture and deliver
products in a timely manner, our relationships with our customers could be
seriously harmed, and our revenue could decline. To achieve the production
levels necessary for successful commercialization, we will need to scale-up our
manufacturing facilities and establish automated manufacturing methods and
quality control procedures. We cannot assure you that manufacturing or quality
control problems will not arise as we attempt to scale-up our production or that
we can scale-up manufacturing and quality control in a timely manner or at
commercially
 
                                       6

<PAGE>
reasonable costs. If we are unable to manufacture these products consistently on
a timely basis because of these or other factors, we may not achieve the level
of sales from these products that we otherwise anticipate.
 
IF AMERSHAM PHARMACIA BIOTECH TERMINATES ITS DISTRIBUTION AGREEMENT WITH US OR
FAILS TO PERFORM ITS OBLIGATIONS UNDER OUR DISTRIBUTION AGREEMENT, IT COULD
IMPAIR THE MARKETING AND DISTRIBUTION EFFORTS FOR SOME OF OUR PRODUCTS AND
RESULT IN LOST REVENUES.
 
    For the nine months ended September 30, 2000, approximately 39% of our
revenues were generated through an agreement with Amersham Pharmacia Biotech, or
APBiotech, under which APBiotech acts as our primary marketing and distribution
channel for the products of our Biochrom subsidiary. Under the terms of this
agreement, we are restricted from allowing another person or entity to
distribute, market and sell the majority of the products of our Biochrom
subsidiary. We are also restricted from making or promoting sales of the
majority of the products of our Biochrom subsidiary to any person or entity
other than APBiotech or its authorized subdistributors. We have little or no
control over APBiotech's marketing and sales activities or the use of its
resources. APBiotech may fail to purchase sufficient quantities of products from
us or perform appropriate marketing and sales activities. The failure by
APBiotech to perform these activities could materially adversely affect our
business and growth prospects during the term of this agreement. In addition,
our inability to maintain our arrangement with APBiotech for product
distribution, could materially impede the growth of our business and our ability
to generate sufficient revenue. Our agreement with APBiotech may be terminated
under some circumstances, including in the event of a breach of a material term
by us. This agreement has a perpetual term; however, it may be terminated by
either party upon 18 months' prior written notice. While we believe our
relationship with APBiotech is good, we cannot guarantee that the contract will
be renewed or that APBiotech will aggressively market our products in the
future.
 
WE MAY BE ADVERSELY AFFECTED BY THREATENED LITIGATION INVOLVING HARVARD
UNIVERSITY.
 
    We received correspondence from counsel to Harvard University on
November 7, 2000 alleging trademark infringement, false designation of origin,
unfair competition and cybersquatting and threatening legal action against us if
we do not take certain steps, including ceasing our use of the term "Harvard
Bioscience" and other terms containing the term "Harvard." We do not currently
intend to take such steps, and we believe it is likely that Harvard University
will pursue this matter against us. This legal action could include, among other
things, the filing of a complaint against us seeking injunctive relief and
treble damages with respect to these claims. We may suffer adverse consequences
as a result of this matter which we cannot now predict. If claims for injunctive
relief or other damages are asserted and are decided against us, we could suffer
monetary damages, lose our ability to use the names "Harvard Bioscience" and
"Harvard Apparatus," lose the reputation and goodwill associated with these
names and ultimately experience decreased revenues and earnings in subsequent
periods. In addition, any lawsuit or claim for injunctive relief may result in
significant litigation expenses.
 
OUR COMPETITORS AND POTENTIAL COMPETITORS MAY DEVELOP PRODUCTS AND TECHNOLOGIES
THAT ARE MORE EFFECTIVE OR COMMERCIALLY ATTRACTIVE THAN OUR PRODUCTS.
 
    We expect to encounter increased competition from both established and
development-stage companies that continually enter our market. We anticipate
that these competitors will include:
 
    - companies developing and marketing life sciences research tools,
 
    - health care companies that manufacture laboratory-based tests and
      analyzers,
 
    - diagnostic and pharmaceutical companies, and
 
    - companies developing drug discovery technologies.
 
                                       7

<PAGE>
    Currently, our principal competition comes from established companies that
provide products which perform many of the same functions for which we market
our products. Our competitors may develop or market products that are more
effective or commercially attractive than our current or future products. Many
of our competitors have substantially greater financial, operational, marketing
and technical resources than we do. Moreover, these competitors may offer
broader product lines and tactical discounts, and may have greater name
recognition. In addition, we may face competition from new entrants into our
field. We may not have the financial resources, technical expertise or
marketing, distribution or support capabilities to compete successfully in the
future.
 
IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY USE OUR TECHNOLOGY, WHICH WOULD IMPAIR OUR ABILITY TO COMPETE IN OUR
MARKETS.
 
    Our continued success will depend in significant part on our ability to
obtain and maintain meaningful patent protection for our products throughout the
world. Patent law relating to the scope of claims in the technology fields in
which we operate is still evolving. The degree of future protection for our
proprietary rights is uncertain. We own ten U.S. patents and have four patent
applications pending in the U.S. We also own numerous U.S. registered trademarks
and trade names and have applications for the registration of trademarks and
trade names pending. We rely on patents to protect a significant part of our
intellectual property and to enhance our competitive position. However, our
presently pending or future patent applications may not issue as patents, and
any patent previously issued to us may be challenged, invalidated, held
unenforceable or circumvented. Furthermore, the claims in patents which have
been issued or which may be issued to us in the future may not be sufficiently
broad to prevent third parties from producing competing products similar to our
products. In addition, the laws of various foreign countries in which we compete
may not protect our intellectual property to the same extent as do the laws of
the United States. If we fail to obtain adequate patent protection for our
proprietary technology, our ability to be commercially competitive will be
materially impaired.
 
    In addition to patent protection, we also rely on protection of trade
secrets, know-how and confidential and proprietary information. To maintain the
confidentiality of trade secrets and proprietary information, we generally seek
to enter into confidentiality agreements with our employees, consultants and
strategic partners upon the commencement of a relationship with us. However, we
may not obtain these agreements in all circumstances. In the event of
unauthorized use or disclosure of this information, these agreements, even if
obtained, may not provide meaningful protection for our trade secrets or other
confidential information. In addition, adequate remedies may not exist in the
event of unauthorized use or disclosure of this information. The loss or
exposure of our trade secrets and other proprietary information would impair our
competitive advantages and could have a material adverse effect on our operating
results, financial condition and future growth prospects.
 
WE MAY BE INVOLVED IN LAWSUITS TO PROTECT OR ENFORCE OUR PATENTS WHICH WOULD BE
EXPENSIVE AND TIME-CONSUMING.
 
    In order to protect or enforce our patent rights, we may initiate patent
litigation against third parties. We may also become subject to interference
proceedings conducted in the patent and trademark offices of various countries
to determine the priority of inventions. Several of our products are based on
patents which are closely surrounded by patents held by competitors or potential
competitors. As a result, we believe there is a greater likelihood of a patent
dispute than would be expected if our patents were not closely surrounded by
other patents. The defense and prosecution, if necessary, of intellectual
property suits, interference proceedings and related legal and administrative
proceedings would be costly and divert our technical and management personnel
from their normal responsibilities. We may not prevail in any of these suits. An
adverse determination of any litigation or defense proceedings could put our
patents at risk of being invalidated or interpreted narrowly and could put our
patent applications at risk of not issuing.
 
                                       8

<PAGE>
    Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation, there is a risk that some of
our confidential information could be compromised by disclosure during this type
of litigation. For example, during the course of this kind of litigation, there
could be public announcements of the results of hearings, motions or other
interim proceedings or developments in the litigation. Securities analysts or
investors may perceive these announcements to be negative, which could cause the
market price of our stock to decline.
 
OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON
OR MISAPPROPRIATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
 
    We may be sued for infringing on the intellectual property rights of others,
including the patent rights, trademarks and trade names of third parties.
Intellectual property litigation is costly and the outcome is uncertain. If we
do not prevail in any intellectual property litigation, in addition to any
damages we might have to pay, we could be required to stop the infringing
activity, or obtain a license to or design around the intellectual property in
question. If we are unable to obtain a required license on acceptable terms, or
are unable to design around any third party patent, we may be unable to sell
some of our products and services, which could result in reduced revenue.
 
    AmiKa Corporation, whose assets we purchased in July 2000, has received and
responded to correspondence from counsel to a third party competitor regarding
the possible infringement by it of a patent and other pending patent
applications held by such third party. Because this competitor has not pursued
this matter since AmiKa's reply on June 7, 2000 in which AmiKa stated that it
did not believe it was infringing on this competitor's patents, we believe that
this matter has been concluded. However, we cannot assure you that this third
party competitor will not assert these or similar claims in the future. We do
not currently derive a significant portion of our revenue from products which
depend on the intellectual property related to this alleged infringement.
 
CHANGES IN ACCOUNTING FOR GOODWILL AMORTIZATION MAY HAVE A MATERIAL ADVERSE
  AFFECT ON US.
 
    We currently amortize goodwill purchased in our acquisitions on a straight
line basis ranging from 5 to 15 years. At September 30, 2000, we had unamortized
goodwill of $9.1 million, or 39.4% of total assets. Any changes in accounting
rules under generally accepted accounting principles that reduce the period over
which we may amortize goodwill may have an adverse effect on our ability to
consummate future acquisitions and our financial results. A shorter goodwill
amortization period would increase annual amortization expense and reduce our
net income over the amortization period. In addition, we continually evaluate
whether any portion of the remaining balance of goodwill may not be recoverable.
If it is determined in the future that a portion of our goodwill is impaired, we
may be required to write off that portion of our goodwill which would have an
adverse effect on our net income for the period in which the write off occurs.
 
WE ARE DEPENDENT UPON OUR LICENSED TECHNOLOGIES AND MAY NEED TO OBTAIN
ADDITIONAL LICENSES IN THE FUTURE TO OFFER OUR PRODUCTS AND REMAIN COMPETITIVE.
 
    We have licensed key components of our technologies from third parties.
While we do not currently derive a material portion of our revenue from products
that depend on these licensed technologies, we may in the future. If our license
agreements were to terminate prematurely or if we breach the terms of any
licenses or otherwise fail to maintain our rights to these technologies, we may
lose the right to manufacture or sell our products that use these licensed
technologies. In addition, we may need to obtain licenses to additional
technologies in the future in order to keep our products competitive. If we fail
to license or otherwise acquire necessary technologies, we may not be able to
develop new products that we need to remain competitive.
 
                                       9

<PAGE>
MANY OF OUR CURRENT AND POTENTIAL CUSTOMERS ARE FROM THE PHARMACEUTICAL AND
BIOTECHNOLOGY INDUSTRIES AND ARE SUBJECT TO RISKS FACED BY THOSE INDUSTRIES.
 
    We derive a substantial portion of our revenues from pharmaceutical and
biotechnology companies. We expect that pharmaceutical and biotechnology
companies will continue to be our major source of revenues for the foreseeable
future. As a result, we are subject to risks and uncertainties that affect the
pharmaceutical and biotechnology industries, such as pricing pressures as
third-party payers continue challenging the pricing of medical products and
services, government regulation, ongoing consolidation and uncertainty of
technological change, and to reductions and delays in research and development
expenditures by companies in these industries. In particular, several proposals
are being contemplated by lawmakers in the United States to extend the federal
Medicare program to include reimbursement for prescription drugs. Many of these
proposals involve negotiating decreases in prescription drug prices or imposing
price controls on prescription drugs. If appropriate reimbursement cannot be
obtained, it could result in our customers purchasing fewer products from us as
they reduce their research and development expenditures.
 
    In addition, we are dependent, both directly and indirectly, upon general
health care spending patterns, particularly in the research and development
budgets of the pharmaceutical and biotechnology industries, as well as upon the
financial condition of various governments and government agencies. Many of our
customers, including universities, government research laboratories, private
foundations and other institutions, obtain funding for the purchase of our
products from grants by governments or government agencies. There exists the
risk of a potential decrease in the level of governmental spending allocated to
scientific and medical research which could substantially reduce or even
eliminate these grants. If government funding necessary to purchase our products
were to decrease, our business and results of operations could be materially
adversely affected.
 
OUR BUSINESS IS SUBJECT TO ECONOMIC, POLITICAL AND OTHER RISKS ASSOCIATED WITH
INTERNATIONAL REVENUES AND OPERATIONS.
 
    Since we manufacture and sell our products worldwide, our business is
subject to risks associated with doing business internationally. Our revenues
from our non-U.S. operations represented approximately 69% of our total revenues
for the nine months ended September 30, 2000. We anticipate that revenue from
international operations will continue to represent a substantial portion of our
total revenues. In addition, a number of our manufacturing facilities and
suppliers are located outside the United States. Accordingly, our future results
could be harmed by a variety of factors, including:
 
    - changes in foreign currency exchange rates, which resulted in a foreign
      currency loss of $456,000 for the nine months ended September 30, 2000,
 
    - changes in a specific country's or region's political or economic
      conditions, including Western Europe, in particular,
 
    - potentially negative consequences from changes in tax laws affecting our
      ability to expatriate profits,
 
    - difficulty in staffing and managing widespread operations, and
 
    - unfavorable labor regulations applicable to our European operations, such
      as the unenforceability of non-competition agreements in the United
      Kingdom.
 
WE MAY LOSE MONEY WHEN WE EXCHANGE FOREIGN CURRENCY RECEIVED FROM INTERNATIONAL
REVENUES INTO U.S. DOLLARS.
 
    For the nine months ended September 30, 2000, approximately 69% of our
business was conducted in currencies other than the U.S. dollar, which is our
reporting currency. As a result, currency
 
                                       10

<PAGE>
fluctuations among the U.S. dollar and the currencies in which we do business
have caused and will continue to cause foreign currency transaction gains and
losses. Currently, we attempt to manage foreign currency risk through the
matching of assets and liabilities. In the future, we may undertake to manage
foreign currency risk through additional hedging methods. We recognize foreign
currency gains or losses arising from our operations in the period incurred. We
cannot guarantee that we will be successful in managing foreign currency risk or
in predicting the effects of exchange rate fluctuations upon our future
operating results because of the number of currencies involved, the variability
of currency exposure and the potential volatility of currency exchange rates.
 
IF WE ENGAGE IN ANY ACQUISITION, WE WILL INCUR A VARIETY OF COSTS, AND MAY NEVER
REALIZE THE ANTICIPATED BENEFITS OF THE ACQUISITION.
 
    Our business strategy includes the future acquisition of businesses,
technologies, services or products that we believe are a strategic fit with our
business. If we do undertake any acquisition, the process of integrating an
acquired business, technology, service or product may result in unforeseen
operating difficulties and expenditures and may absorb significant management
attention that would otherwise be available for ongoing development of our
business. Moreover, we may fail to realize the anticipated benefits of any
acquisition. Future acquisitions could reduce your ownership and could cause us
to incur debt, expose us to future liabilities and result in amortization
expenses related to goodwill and other intangible assets.
 
IF WE FAIL TO RETAIN OUR KEY PERSONNEL AND HIRE, TRAIN AND RETAIN QUALIFIED
EMPLOYEES, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY, WHICH COULD RESULT IN
REDUCED REVENUE.
 
    Our success is highly dependent on the continued services of key management,
technical and scientific personnel. Our management and other employees may
voluntarily terminate their employment with us at any time upon short notice.
The loss of the services of any member of our senior management team, including
our Chief Executive Officer, Chane Graziano, and our President, David Green, or
any of our technical or scientific staff may significantly delay or prevent the
achievement of product development and other business objectives. We maintain
key person life insurance on Messrs. Graziano and Green. Our future success will
also depend on our ability to identify, recruit and retain additional qualified
scientific, technical and managerial personnel. Competition for qualified
personnel in the technology area is intense, and we operate in several
geographic locations where labor markets are particularly competitive, including
Boston, Massachusetts and London and Cambridge, England, and where demand for
personnel with these skills is extremely high and is likely to remain high. As a
result, competition for qualified personnel is intense, particularly in the
areas of information technology, engineering and science and the process of
hiring suitably qualified personnel is often lengthy. If we are unable to hire
and retain a sufficient number of qualified employees, our ability to conduct
and expand our business could be seriously reduced.
 
WE PLAN SIGNIFICANT GROWTH, AND THERE IS A RISK THAT WE WILL NOT BE ABLE TO
MANAGE THIS GROWTH.
 
    Our success will depend on the expansion of our operations. Effective growth
management will place increased demands on our management, operational and
financial resources. To manage our growth, we must expand our facilities,
augment our operational, financial and management systems, and hire and train
additional qualified personnel. Our failure to manage this growth effectively
could impair our ability to generate revenue or could cause our expenses to
increase more rapidly than revenue, resulting in operating losses.
 
OUR EXISTING STOCKHOLDERS WILL HAVE SUBSTANTIAL INFLUENCE OVER MATTERS REQUIRING
A STOCKHOLDER VOTE.
 
    Following the completion of this offering, our current stockholders will
beneficially own or control approximately 74% of the outstanding shares of our
common stock. If all of these stockholders were to
 
                                       11

<PAGE>
vote together as a group, they would have the ability to elect our board of
directors and control the outcome of stockholder votes, including votes
concerning by-law amendments and possible mergers, corporate control contests
and other significant corporate transactions. In addition, this concentration of
ownership may delay or prevent a change of control of our company at a premium
price if these stockholders oppose it. The interests of these stockholders may
not always coincide with our interests as a company or the interests of other
stockholders.
 
BECAUSE OUR STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE, OUR STOCK PRICE COULD
EXPERIENCE SUBSTANTIAL DECLINES AND OUR MANAGEMENT'S ATTENTION MAY BE DIVERTED
FROM MORE PRODUCTIVE TASKS.
 
    The market price of our common stock is likely to be volatile and could
decline, perhaps substantially, following this offering in response to various
factors, many of which are beyond our control, including:
 
    - technological innovations by competitors or in competing technologies,
 
    - revenues and operating results fluctuating or failing to meet the
      expectations of securities analysts or investors in any quarter,
 
    - downward revisions in securities analysts' estimates,
 
    - conditions or trends in the biotechnology and pharmaceutical industries,
 
    - announcements by us of significant acquisitions or financings or changes
      in strategic partnerships, and
 
    - a decrease in the demand for our common stock.
 
    In addition, the stock market in general, and the Nasdaq National Market and
the biotechnology industry market in particular, have experienced significant
price and volume fluctuations that at times have been unrelated or
disproportionate to the operating performance of those companies. These broad
market and industry factors may seriously harm the market price of our common
stock, regardless of our operating performance. In the past, securities class
action litigation has often been instituted following periods of volatility in
the market price of a company's securities. A securities class action suit
against us could result in substantial costs, potential liabilities and the
diversion of our management's attention and resources.
 
PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BY-LAWS MAY MAKE A TAKEOVER
MORE DIFFICULT WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.
 
    Provisions in our certificate of incorporation and by-laws and in the
Delaware corporate law may make it difficult and expensive for a third party to
pursue a tender offer, change in control or takeover attempt which is opposed by
our management and board of directors. Public stockholders who might desire to
participate in such a transaction may not have an opportunity to do so. We also
have a staggered board of directors which makes it difficult for stockholders to
change the composition of the board of directors in any one year. These
anti-takeover provisions could substantially impede the ability of public
stockholders to change our management and board of directors. Such provisions
may also limit the price that investors might be willing to pay for shares of
our common stock in the future.
 
FAILURE TO RAISE ADDITIONAL CAPITAL OR GENERATE THE SIGNIFICANT CAPITAL
NECESSARY TO EXPAND OUR OPERATIONS AND INVEST IN NEW PRODUCTS COULD REDUCE OUR
ABILITY TO COMPETE AND RESULT IN LOWER REVENUE.
 
    We anticipate that our existing capital resources and the net proceeds from
this offering will enable us to maintain currently planned operations for at
least the next two years. However, we premise this expectation on our current
operating plan, which may change as a result of many factors, including market
acceptance of our new products and future opportunities with collaborators.
 
                                       12

<PAGE>
Consequently, we may need additional funding sooner than anticipated. Our
inability to raise capital could seriously harm our business and product
development efforts.
 
    If we raise additional funds through the sale of equity or convertible debt
or equity-linked securities, your percentage ownership in the company will be
reduced. In addition, these transactions may dilute the value of our outstanding
stock. We may issue securities that have rights, preferences and privileges
senior to our common stock. If we raise additional funds through collaborations
or licensing arrangements, we may relinquish rights to certain of our
technologies or products, or grant licenses to third parties on terms that are
unfavorable to us. We may be unable to raise additional funds on terms
acceptable to us. If future financing is not available to us or is not available
on terms acceptable to us, we may have to curtail or cease operations.
 
SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR
STOCK PRICE.
 
    The market price of our common stock could decline as a result of sales of
shares by our existing stockholders after this offering, or the perception that
such sales will occur. These sales also might make it difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate. After this offering, we will have 24,782,422 shares of common stock
outstanding. Of these shares, all of the shares sold in this offering will be
freely tradeable. All of our existing stockholders have executed lock-up
agreements. Those lock-up agreements restrict all of our existing stockholders
from selling, pledging or otherwise disposing of their shares for a period of
180 days after the date of this prospectus without the prior written consent of
Thomas Weisel Partners LLC. However, Thomas Weisel Partners LLC may, in its sole
discretion, release all or any portion of the common stock from the restrictions
of the lock-up agreements. In addition, after this offering, we also intend to
register 3,750,000 shares of common stock for issuance under our 2000 Stock
Option and Incentive Plan and 500,000 shares under our Employee Stock Purchase
Plan.
 
WE WILL HAVE BROAD DISCRETION AS TO THE USE OF THE PROCEEDS FROM THIS OFFERING
AND MAY USE THE PROCEEDS IN A MANNER WITH WHICH YOU DISAGREE.
 
    Our board of directors and our management will have broad discretion over
the use of the net proceeds of this offering. You may disagree with the judgment
of our board of directors and our management regarding the application of the
proceeds of this offering. We intend to use a majority of the proceeds from this
offering for payment of existing debt, redemption of our series A preferred
stock, working capital and general corporate purposes and to fund potential
acquisitions, if any. Because of the number and variability of factors that
determine our use of the net proceeds from this offering, we cannot assure you
that our actual use will not vary substantially from our currently planned uses.
Initially, we intend to invest the net proceeds from this offering in income
producing, investment grade securities.
 
FUTURE ISSUANCE OF OUR PREFERRED STOCK MAY DILUTE THE RIGHTS OF OUR COMMON
STOCKHOLDERS.
 
    Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock and to determine the price, privileges and other terms of these
shares. The board of directors may exercise this authority without any further
approval of our stockholders. The rights of the holders of common stock may be
adversely affected by the rights of future holders of our preferred stock.
 
YOU WILL NOT RECEIVE CASH DIVIDENDS ON YOUR INVESTMENT IN OUR COMMON STOCK.
 
    We intend to retain all of our earnings to finance the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. Moreover, our ability to declare and pay cash dividends on
our common stock is restricted by covenants in our senior credit
 
                                       13

<PAGE>
facility and in the indenture governing our senior subordinated notes. As a
result, capital appreciation, if any, of our common stock will be your sole
source of gain for the foreseeable future.
 
AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP.
 
   
    Prior to this offering, there has been no public market for our common
stock. Although our common stock will be quoted on the Nasdaq National Market,
an active trading market for our shares may not develop or be sustained
following this offering. You may not be able to resell your shares at prices
equal to or greater than the initial public offering price. The initial public
offering price will be determined through negotiations between us and the
underwriters and may not be indicative of the market price for these shares
following this offering. You should read "Underwriting" for a discussion of the
factors to be considered in determining the initial public offering price.
    
 
                                       14

<PAGE>
                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
    This prospectus contains forward-looking statements. The forward-looking
statements are principally contained in the sections on "Prospectus Summary,"
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to:
 
    - our business strategy,
 
    - the market opportunity for our products, including the willingness of our
      customers to expand proteomics and ADMET investments,
 
    - our plans for hiring additional personnel,
 
    - our estimates regarding our capital requirements and our needs for
      additional financing, and
 
    - our plans, objectives, expectations and intentions contained in this
      prospectus that are not historical facts.
 
    In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "intends," "potential" and
similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under the heading
"Risk Factors." Also, these forward-looking statements represent our estimates
and assumptions only as of the date of this prospectus.
 
    You should read this prospectus completely and with the understanding that
our actual future results may be materially different from what we expect. We
may not update these forward-looking statements, even though our situation may
change in the future, unless we have obligations under the Federal securities
laws to update and disclose material developments related to previously
disclosed information. We qualify all of our forward-looking statements by these
cautionary statements.
 
                                       15

<PAGE>

                                USE OF PROCEEDS
 
    We estimate that the net proceeds we will receive from the sale of 6,250,000
shares of common stock will be approximately $68.3 million, or approximately
$78.7 million if the underwriters fully exercise their over-allotment option, at
the assumed offering price of $12.00 per share, in each case after deducting
estimated underwriting discounts, commissions and offering expenses payable by
us. We will not receive any proceeds from the sale of shares by our president as
a selling stockholder in this offering.
 
    The principal purposes of this offering are as follows:
 
    - to permit us to repay approximately $665,000 in subordinated debt and
      $9.6 million under our credit facility,
 
    - to permit us to redeem our series A redeemable preferred stock at a cost
      of approximately $1.5 million,
 
    - to provide us with funds to complete potential acquisitions and enhance
      our ability to use our common stock as consideration for potential
      acquisitions,
 
    - to increase our equity capital and facilitate our future access to public
      equity markets,
 
    - to increase our working capital, and
 
    - to increase funds available for general corporate purposes.
 
    Except for the payment of existing debt and the redemption of preferred
stock listed above, the use of proceeds has not been specifically identified or
allocated due to the flexible nature of our planning process and the constantly
changing nature of our industry. We will retain broad discretion in the
allocation and use of the net proceeds of this offering. Pending the uses
described above, we intend to invest the remaining net proceeds from this
offering in short-term, investment grade, interest-bearing securities.
 
    Our subordinated debt bears interest at an annual rate of 13.0% and matures
upon the consummation of this offering. All of the subordinated debt will be
retired out of the proceeds of this offering.
 
    Our credit facility consists of two term loans and a revolving credit line.
One term loan and the revolving line of credit mature in January 2002. The other
term loan matures in June 2004. The interest rate for the credit facility is
equal to our lender's base rate plus 1.0%. This interest rate was 10.5% at
October 15, 2000. In July 2000, we increased our borrowings under our credit
facility by $2.5 million to finance the acquisition of AmiKa Corporation. All of
our outstanding indebtedness under our credit facility will be repaid out of the
proceeds of this offering.
 

                                DIVIDEND POLICY
 
    We have never declared or paid dividends on our common stock in the past and
do not intend to pay dividends on our common stock in the foreseeable future.
Any future determination to pay dividends will be at the discretion of our board
of directors and will depend on our financial condition, results of operations,
capital requirements and other factors the board of directors deems relevant. In
addition, our existing credit facility does not permit us to pay cash dividends,
and any future credit facilities may not permit us to pay cash dividends.
 
                                       16

<PAGE>

                                 CAPITALIZATION
 
    The following table describes our capitalization as of September 30, 2000:
 
    - on an actual basis assuming the filing of an amended certificate of
      incorporation to increase the number of authorized shares of common stock,
 
    - on a pro forma basis to give effect to the conversion of all outstanding
      shares of convertible preferred stock into an aggregate of 955,935 shares
      of common stock, the exercise of all outstanding warrants for an aggregate
      of 8,509,905 shares of common stock upon the closing of this offering and
      the filing of our amended and restated certificate of incorporation prior
      to the effective date of this offering, and
 
    - on a pro forma as adjusted basis to reflect the sale of 6,250,000 shares
      of common stock by us in this offering at an assumed initial offering
      price of $12.00 per share, after deducting estimated underwriting
      discounts, commissions and offering expenses payable by us and the
      application of the net proceeds therefrom.
 

<TABLE>
<CAPTION>
                                                                   AS OF SEPTEMBER 30, 2000
                                                              -----------------------------------
                                                                                       PRO FORMA
                                                               ACTUAL     PRO FORMA   AS ADJUSTED
                                                              ---------   ---------   -----------
                                                               (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                           <C>         <C>         <C>
Series A redeemable preferred stock, par value $0.01 per
  share; 469,300 shares authorized, issued and outstanding,
  actual; 469,300 shares authorized, issued and outstanding,
  pro forma and no shares issued and outstanding pro forma
  as adjusted...............................................  $   1,500   $   1,500    $      --
Series B convertible preferred stock, par value $0.01 per
  share; 48,500 shares authorized, issued and outstanding,
  actual; no shares authorized, issued and outstanding, pro
  forma and pro forma as adjusted...........................      1,000          --           --
                                                              ---------   ---------    ---------
  Total preferred stock.....................................  $   2,500   $   1,500           --
                                                              ---------   ---------    ---------
Common stock warrants.......................................    102,115          --           --
                                                              ---------   ---------    ---------
 
Undesignated preferred stock, par value $0.01 per share;
  82,200 shares authorized, no shares issued and
  outstanding, actual; 5,000,000 shares authorized, no
  shares issued and outstanding, pro forma and pro forma as
  adjusted..................................................         --          --           --
Common stock, par value $0.01 per share; 80,000,000 shares
  authorized, 13,727,365 shares issued and outstanding,
  actual; 80,000,000 shares authorized, 23,193,210 shares
  issued and outstanding pro forma; 80,000,000 shares
  authorized, 29,443,210 shares issued and outstanding, pro
  forma as adjusted.........................................        137         232          294
Additional paid-in capital..................................     18,132     121,157      189,345
Treasury stock..............................................       (668)       (668)        (668)
Notes receivable............................................     (1,548)     (1,548)      (1,548)
Retained earnings (accumulated deficit).....................   (112,358)   (112,358)    (112,358)
Accumulated other comprehensive income (loss)...............       (713)       (713)        (713)
                                                              ---------   ---------    ---------
  Total stockholders' equity................................    (97,018)      6,102       74,352
                                                              ---------   ---------    ---------
    Total capitalization....................................  $   7,597   $   7,602    $  74,352
                                                              =========   =========    =========
</TABLE>

 
    The above table excludes 598,612 shares of common stock issuable upon
exercise of stock options outstanding as of September 30, 2000 at a weighted
average exercise price of $1.00 per share. The above table also assumes no
exercise of the underwriters' over-allotment option.
 
                                       17

<PAGE>
                                    DILUTION
 
    Our pro forma net tangible book value as of September 30, 2000, was
approximately $(3.0) million, or $(0.19) per share of common stock. Pro forma
net tangible book value per share represents the amount of our total pro forma
tangible assets less total liabilities divided by the pro forma number of shares
of common stock outstanding. After giving effect to the issuance and sale by us
of 6,250,000 shares of common stock offered by this prospectus at an assumed
initial offering price of $12.00 per share and after deducting estimated
underwriting discounts, commissions and offering expenses payable by us, our pro
forma net tangible book value as of September 30, 2000 would have been $65
million, or $2.63 per share. This represents an immediate increase in the pro
forma net tangible book value of $2.82 per share to existing stockholders and an
immediate dilution of $9.37 per share to new stockholders in this offering
illustrated by the following table:
 

<TABLE>
<S>                                                         <C>      <C>
Assumed initial public offering price per share...........           $  12.00
 
  Pro forma net tangible book value per share before this
    offering..............................................  $(0.19)
 
  Increase per share attributable to new stockholders.....    2.82
                                                            ------
 
Pro forma net tangible book value per share after the
  offering................................................               2.63
                                                                     --------
 
Dilution per share to new investors.......................           $   9.37
                                                                     ========
</TABLE>

 
    The following table sets forth on a pro forma basis as of September 30,
2000, the number of shares of common stock purchased from us, the total
effective cash consideration and the average price per share paid and to be paid
by existing and new stockholders before deducting underwriting discounts,
commissions and offering expenses payable by us:
 

<TABLE>
<CAPTION>
                           SHARES PURCHASED          TOTAL CONSIDERATION
                         ---------------------      ----------------------      AVERAGE PRICE
                           NUMBER     PERCENT         AMOUNT      PERCENT         PER SHARE
                         ----------   --------      -----------   --------      -------------
<S>                      <C>          <C>           <C>           <C>           <C>
Existing
  stockholders.........  18,532,422      74.8%      $ 2,558,106      3.3%          $ 0.14
New stockholders.......   6,250,000      25.2        75,000,000     96.7            12.00
                         ----------    ------       -----------    -----
    Total..............  24,782,422     100.0%      $77,558,106    100.0%
                         ==========    ======       ===========    =====
</TABLE>

 
    The foregoing discussion and tables assume no issuance of shares by us
pursuant to the underwriters' over-allotment option and no exercise of any stock
options outstanding. As of September 30, 2000, there were options outstanding to
purchase a total of approximately 598,612 shares of common stock with a weighted
average exercise price of $1.00 per share. To the extent that any of these
options are exercised, your investment will be further diluted. In addition, we
may grant more options in the future under our stock plans.
 
                                       18

<PAGE>
                            SELECTED FINANCIAL DATA
 
    You should read the following selected consolidated financial data in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and related
notes included elsewhere in this prospectus. The statement of operations data
for the years ended December 31, 1997, 1998 and 1999 and for the nine-month
period ended September 30, 2000 and the balance sheet data at December 31, 1998
and 1999 and September 30, 2000 are derived from our audited consolidated
financial statements appearing elsewhere in this prospectus. The balance sheet
data at December 31, 1997 and 1996, and the statement of operations data for
the period from March 15, 1996 to December 31, 1996 are derived from our audited
consolidated financial statements not included in this prospectus. The statement
of operations data for the year ended December 31, 1995 and for the period from
January 1, 1996 to March 14, 1996 and the balance sheet data at December 31,
1995 represents data of a predecessor company and are derived from their
unaudited consolidated financial statements not included in this prospectus. The
interim statement of operations data for the nine-month period ended
September 30, 1999 are derived from our unaudited consolidated interim financial
statements appearing elsewhere in this prospectus which, in the opinion of
management, have been prepared on the same basis as the audited consolidated
financial statements and reflect all adjustments necessary for a fair
presentation of that data. The data for the nine-month period ended
September 30, 2000 are not necessarily indicative of results for the year ending
December 31, 2000 or any future period.

<TABLE>
<CAPTION>
                                                       PREDECESSOR
                                                         COMPANY
                                                     FOR THE PERIOD    FOR THE PERIOD FROM
                                                     FROM JANUARY 1,   INCEPTION MARCH 15,
                               PREDECESSOR COMPANY       1996 TO              1996
                                FISCAL YEAR ENDED       MARCH 14,        TO DECEMBER 31,
                                DECEMBER 31, 1995         1996                1996
                               -------------------   ---------------   -------------------
                                   (UNAUDITED)         (UNAUDITED)
                                     (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                            <C>                   <C>               <C>
STATEMENT OF OPERATIONS DATA:
Revenues.....................       $   10,032          $    1,989         $    8,198
Cost of goods sold...........            5,286               1,059              4,080
Stock compensation expense...               --                  --                 --
                                    ----------          ----------         ----------
    Gross profit.............            4,746                 930              4,118
General and administrative
  expense....................            2,435                 487              1,834
Marketing and selling
  expense....................            1,469                 232              1,058
Research and development.....              348                  91                249
Amortization of goodwill.....               --                  --                 --
Stock compensation expense...               --                  --                 --
                                    ----------          ----------         ----------
    Operating income
    (loss)...................              494                 120                977
                                    ----------          ----------         ----------
Other (expense) income:
  Foreign currency (loss)
  gain.......................               23                  (4)               108
  Common stock warrant
  interest expense...........               --                  --                 --
  Interest expense, net......             (472)                (90)              (177)
  Amortization of deferred
  financing costs............               --                  --                 --
  Other......................              (85)               (135)               (10)
                                    ----------          ----------         ----------
    Other expense, net.......             (534)               (229)               (79)
                                    ----------          ----------         ----------
    (Loss) income before
    income taxes.............              (40)               (109)               898
Income taxes.................               85                  --                362
                                    ----------          ----------         ----------
    Net (loss) income........       $     (125)         $     (109)        $      536
Preferred stock dividends....               --                  --                (97)
                                    ----------          ----------         ----------
    Net (loss) income
      available to common
      shareholders...........       $     (125)         $     (109)        $      439
                                    ==========          ==========         ==========
(Loss) income per share:
  Basic......................       $    (0.01)         $    (0.01)        $     0.04
                                    ==========          ==========         ==========
  Diluted....................       $    (0.01)         $    (0.01)        $     0.02
                                    ==========          ==========         ==========
Weighted average common shares:
  Basic......................       10,259,410          10,259,410         10,259,410
                                    ==========          ==========         ==========
  Diluted....................       10,259,410          10,259,410         20,241,145
                                    ==========          ==========         ==========
 
<CAPTION>
 
                                 FISCAL YEAR ENDED DECEMBER 31,     NINE MONTHS ENDED SEPTEMBER 30,
                               ----------------------------------   -------------------------------
                                  1997        1998        1999           1999             2000
                               ----------   ---------   ---------   --------------   --------------
                                                                     (UNAUDITED)
                                         (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                            <C>          <C>         <C>         <C>              <C>
STATEMENT OF OPERATIONS DATA:
Revenues.....................  $   11,464   $  12,154   $  26,178     $  18,470        $  22,069
Cost of goods sold...........       5,128       5,351      13,547         9,359           11,462
Stock compensation expense...          --          --          --            --              151
                               ----------   ---------   ---------     ---------        ---------
    Gross profit.............       6,336       6,803      12,631         9,111           10,456
General and administrative
  expense....................       2,338       2,317       4,147         2,927            3,733
Marketing and selling
  expense....................       1,672       1,722       2,448         1,842            2,359
Research and development.....         207         325       1,188           841            1,208
Amortization of goodwill.....          --          27         368           252              423
Stock compensation expense...          --          --       3,284           937           13,181
                               ----------   ---------   ---------     ---------        ---------
    Operating income
    (loss)...................       2,119       2,412       1,196         2,312          (10,448)
                               ----------   ---------   ---------     ---------        ---------
Other (expense) income:
  Foreign currency (loss)
  gain.......................         (96)         21         (48)           61             (456)
  Common stock warrant
  interest expense...........        (117)     (1,379)    (29,694)       (7,403)         (70,920)
  Interest expense, net......        (223)       (210)       (657)         (468)            (655)
  Amortization of deferred
  financing costs............          --          --         (63)          (44)             (56)
  Other......................         106          10         (17)          (15)              28
                               ----------   ---------   ---------     ---------        ---------
    Other expense, net.......        (330)     (1,558)    (30,479)       (7,869)         (72,059)
                               ----------   ---------   ---------     ---------        ---------
    (Loss) income before
    income taxes.............       1,789         854     (29,283)       (5,557)         (82,507)
Income taxes.................         682         783         137           649            1,354
                               ----------   ---------   ---------     ---------        ---------
    Net (loss) income........  $    1,107   $      71   $ (29,420)    $  (6,206)       $ (83,861)
Preferred stock dividends....        (122)       (122)       (157)         (115)            (123)
                               ----------   ---------   ---------     ---------        ---------
    Net (loss) income
      available to common
      shareholders...........  $      985   $     (51)  $ (29,577)    $  (6,321)       $ (83,984)
                               ==========   =========   =========     =========        =========
(Loss) income per share:
  Basic......................  $     0.13   $   (0.01)  $   (5.28)    $   (1.13)       $  (13.11)
                               ==========   =========   =========     =========        =========
  Diluted....................  $     0.06   $   (0.01)  $   (5.28)    $   (1.13)       $  (13.11)
                               ==========   =========   =========     =========        =========
Weighted average common share
  Basic......................   7,406,486   5,598,626   5,598,626     5,598,626        6,407,682
                               ==========   =========   =========     =========        =========
  Diluted....................  17,500,194   5,598,626   5,598,626     5,598,626        6,407,682
                               ==========   =========   =========     =========        =========
</TABLE>

 

<TABLE>
<CAPTION>
                                                                       AS OF DECEMBER 31,
                                                     -------------------------------------------------------         AS OF
                                                        1995         1996       1997       1998       1999     SEPTEMBER 30, 2000
                                                     -----------   --------   --------   --------   --------   ------------------
                                                     (UNAUDITED)
                                                                                    (IN THOUSANDS)
<S>                                                  <C>           <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash and cash equivalents..........................    $ 1,043      $1,088     $  707     $  957    $  2,396        $  2,149
Working capital....................................     (4,910)      1,677      1,698      2,205       3,783           1,025
Total assets.......................................     11,204       6,397      6,161      7,220      20,610          23,236
Long-term obligations, net of current portion......        498       1,112        829        638       5,073           5,730
Preferred stock....................................         --       1,504      1,621      1,500       2,500           2,500
Common stock warrants..............................         --          --         --      1,500      31,194         102,115
Stockholders' equity (deficit).....................      1,203         516        737        678     (25,711)        (97,018)
</TABLE>

 
                                       19

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR
CONSOLIDATED FINANCIAL STATEMENTS, THE RELATED NOTES AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
 
OVERVIEW
 
    We are a provider of innovative, enabling tools for drug discovery research
at pharmaceutical and biotechnology companies, universities and government
research laboratories. We focus on two critical bottlenecks in the drug
discovery process, proteomics during the target validation stage of the drug
discovery process and ADMET screening during the secondary screening stage of
the drug discovery process. Our proteomics products consist of tools that allow
our customers to purify and analyze proteins. Our ADMET screening products are
tools that enable our customers to test drug candidates to determine their
absorption, distribution, metabolism, elimination and toxicology properties
prior to conducting costly clinical trials.
 
    In providing tools for drug discovery generally, we have established a
significant base business and have achieved brand recognition through our sale
of precision pumps, ventilators and tissue/organ systems. Since our
reorganization in 1996, we have built upon our base business and brand
recognition by adding new technologies within the areas of proteomics and ADMET
screening. Specifically, we have acquired the following product lines,
businesses and technologies:
 
    - In June 1998, we acquired products for cell injection systems from Medical
      Systems Corporation for $1.0 million in cash,
 
    - In March 1999, we acquired Biochrom, which develops and manufactures
      DNA/RNA/protein calculators, spectrophotometers, amino acid analyzers and
      related consumables in the United Kingdom, from Pharmacia Biotech
      (Biochrom) Ltd for $7.0 million in cash,
 
    - In March 1999, we entered into an exclusive license for the technology
      underlying our ScanTox in vitro toxicology testing product for $25,000 in
      cash and ongoing royalties and licensing fee payments,
 
    - In September 1999, we acquired products for intracellular research from
      Clark Electromedical Instruments for $349,000 in cash,
 
    - In November 1999, we acquired our NaviCyte diffusion chamber systems
      product for drug absorption testing from a subsidiary of Trega Biosciences
      for $390,000 in cash and future royalties,
 
    - In November 1999, we acquired substantially all the assets and certain
      liabilities of Hugo Sachs Elektronik, consisting primarily of products for
      organ testing, for $568,000 in cash,
 
    - In May 2000, we acquired certain assets of Biotronik, consisting primarily
      of products for amino acid analysis, for $469,000 in cash, and
 
    - In July 2000, we acquired substantially all the assets of AmiKa
      Corporation consisting of purification tips, spin columns, a 96 well drug
      binding assay and related technology and intellectual property for
      $3.1 million in cash.
 
    We have also entered into a non-binding letter of intent to acquire
substantially all the assets and certain liabilities of a company that produces
tools for toxicity testing. The non-binding letter of intent provides for an
initial cash payment of $200,000, a second cash payment of $100,000
approximately one month following the initial cash payment and additional
contingent payments and royalty payments based on future sales of the acquired
products. This non-binding letter of intent will expire on
 
                                       20

<PAGE>
December 15, 2000. We are working to complete this acquisition by that date
although we cannot be certain that this acquisition will be completed by that
date or at all.
 
    REVENUES.  We generate revenues by selling instruments, devices and
consumables through our catalog, our distributors and our website. Every two to
three years, we intend to distribute a new, comprehensive catalog initially in a
series of bulk mailings, first to our existing customers, followed by mailings
to targeted markets of potential customers. Distribution will then made
periodically to potential and existing customers through direct mail and trade
shows and in response to telephone inquiries over the life of this catalog. From
time to time, we also intend to distribute catalog supplements that promote
selected areas of our catalog or new products to targeted subsets of our
customer base. Future distributions of our comprehensive catalog and our catalog
supplements will be determined primarily by the incidence of new product
introductions, which cannot be predicted. Our customers are end user research
scientists at pharmaceutical and biotechnology companies, universities and
government laboratories. Revenue from catalog sales in any period is a function
of time elapsed since the last mailing of the catalog, the number of catalogs
mailed and the number of new items included in the catalog. Catalog sales tend
to increase immediately following a mailing and level off or decline slightly
from the increased level until the next mailing, which repeats the cycle. For
the nine months ended September 30, 2000, approximately 82% of our revenues were
derived from products we manufacture. The remaining 18% of our revenues were
derived from complementary products we distribute in order to provide
researchers with a single source for all equipment needed to conduct a
particular experiment. Approximately one-half of our revenues are derived
through catalog sales and through reference to our website, which is an
electronic version of our catalog. We do not currently have the capability to
accept purchase orders through our website. For the nine months ended
September 30, 2000, approximately 69% of our revenues were derived from sales
made by our non-U.S. operations. A majority of our international sales during
this period consisted of sales to Amersham Pharmacia Biotech, the distributor
for our spectrophotometers and amino acid analyzers. Amersham Pharmacia Biotech
distributes these products to customers around the world from its distribution
center in Upsalla, Sweden, including to many customers located in the United
States. As a result, we believe our international sales would have been less as
a percentage of our revenues for the nine months ended September 30, 2000 than
indicated above if we had shipped our products directly to their end users.
 
    COST OF GOODS SOLD.  Cost of goods sold includes material, labor and
manufacturing overhead costs, obsolescence charges, packaging costs, warranty
costs, shipping charges and royalties. Our costs of goods sold may vary over
time based on the mix of products sold. We sell products that we manufacture and
products that we purchase from third parties. The products that we purchase from
third parties have lower margins because the profit is effectively shared with
the original manufacturer. For the nine months ended September 30, 2000, our
manufactured products had lower cost of goods sold. We anticipate that our
manufactured products will continue to have a lower cost of goods sold for the
forseeable future.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
consists primarily of salaries and other related costs for personnel in
executive, finance, accounting, information technology and human relations
functions. Other costs include facility costs, professional fees for legal and
accounting services, and provision for doubtful accounts.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense consists primarily
of salaries and related expenses for personnel in sales, marketing and customer
support functions. We also incur costs for trade shows, demonstration equipment,
public relations and marketing materials, consisting primarily of the printing
and distribution of our 1,000 page catalog and the maintenance of our web site.
We may from time to time in the future expand our marketing efforts by employing
additional
 
                                       21

<PAGE>
technical marketing specialists in an effort to increase sales of selected
categories of products in our catalog.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development expense consists
primarily of salaries and related expenses for personnel and capital resources
used to develop and enhance our products. Other research and development expense
includes fees paid to consultants and outside service providers, and material
costs for prototype and test units. We expense research and development costs as
incurred. We believe that significant investment in product development is a
competitive necessity and plan to continue this investment in order to realize
the potential of our new technologies for proteomics and ADMET.
 
    STOCK COMPENSATION EXPENSE.  Stock compensation resulting from stock option
grants to our employees represents the difference between the fair market value
and the exercise price of the stock options on the date the stock options were
granted for those options that are considered fixed awards. Stock compensation
expense is also recorded for stock option grants that were considered variable
awards as the number of shares to be acquired by employees was indeterminable at
the date of grant. Deferred compensation on fixed awards is amortized as a
charge to operations over the vesting period of the options. Based on grants in
2000, we incurred deferred compensation of $9.9 million and recognized deferred
compensation expense of $3.3 million for the nine months ended September 30,
2000.
 
    Since our reorganization in 1996, we have experienced substantial revenue
growth. In the future we intend to introduce new products for proteomics and
ADMET research that support emerging and potentially large markets. In order to
support the anticipated growth of these new products, we may expand our product
development and sales and marketing activities. In the event we pursue
activities which increase our product development and sales and marketing
expenses, operating results will be adversely affected if revenues do not
increase proportionately. If revenues are below expectations, our business,
operating results and financial condition are likely to be materially and
adversely affected. Net income may be disproportionately affected by a reduction
in revenues as a relatively smaller amount of our expenses vary with changes in
our revenues. As a result, we believe that period-to-period comparisons of our
results of operations are not necessarily meaningful and should not be relied
upon as indications of future performance.
 
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
  SEPTEMBER 30, 1999
 
    REVENUES.  Revenues increased $3.6 million, or 20%, to $22.1 million in 2000
from $18.5 million in 1999. Excluding the impact of changes in foreign currency
exchange rates, revenues based on 1999 rates would have been approximately
$22.8 million in 2000. Approximately $1.1 million of the $3.6 million increase,
or 31%, was attributable to the full period effect of revenues from the
acquisition of our Biochrom subsidiary in March 1999 net of exchange rate
effects of $508,000. The balance of the increase was attributable to
$2.5 million of revenue from product line acquisitions made in the second half
of 1999 partially offset by the cyclical nature of catalog sales of traditional
products. During the year preceding the mailing of a new catalog in April 2000,
traditional products were not promoted because we were concentrating on the
acquisition of new products or businesses as well as the development of the new
catalog to include these newly acquired products. This new catalog was the first
new, comprehensive catalog produced since April 1997.
 
    COST OF GOODS SOLD.  Cost of goods sold increased $2.1 million, or 23%, to
$11.5 million in 2000 from $9.4 million in 1999. The increase in cost of goods
sold as a percentage of revenues was due to slightly higher cost of goods sold
on acquired product lines and for our Biochrom subsidiary acquired in
March 1999. Our Biochrom subsidiary experiences lower revenues and
correspondingly lower general and administration and sales and marketing
expenses relative to cost of goods sold as a consequence of marketing its
products primarily through a distributor.
 
                                       22

<PAGE>
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
increased $807,000, or 28%, to $3.7 million in 2000 from $2.9 million in 1999
due primarily to the full period effect of Biochrom as well as increased support
for operations.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased
$517,000, or 28%, to $2.4 million in 2000 from $1.8 million in 1999. The
increase was primarily due to expenses of acquisitions as well as the addition
of marketing personnel and additional catalog costs. As a percentage of
revenues, marketing and sales expense was 11% in 2000 and 10% in 1999. This
increasing percentage reflects the addition of marketing personnel to promote
newly acquired technology. In the future we may add employees to expand selected
categories of our catalog as well as to expand the capabilities of our web site
and integrate it into our business planning and processes.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $367,000, or 44%, to $1.2 million in 2000 from $841,000 in 1999. The
increase in research and development expense resulted from expenses of
acquisitions, spending on product enhancement and new product development,
primarily on ScanTox in vitro toxicology testing and other core technology. As a
percentage of revenues, research and development expense was 6% in 2000 and 5%
in 1999. This increasing percentage reflects expanded efforts on ADMET testing
products.
 
    STOCK COMPENSATION EXPENSE.  We recorded $13.3 million of stock compensation
expense in the nine months ended September 30, 2000. In connection with the
grant of stock options to employees in 2000, we recorded deferred compensation
of approximately $3.3 million and will recognize approximately $6.6 million of
additional expense over the remaining vesting life of the options. In addition,
in the third quarter of 2000, we also recorded $10.0 million of stock
compensation expense in connection with options granted in 1996 and 1999. In
1999, we recorded $937,000 of stock compensation expense related to these 1996
and 1999 option grants.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $423,000 in 2000 and
$252,000 in 1999. The increase is the result of amortizing additional goodwill
incurred in connection with our acquisitions in 2000.
 
    OTHER EXPENSE, NET.  Other expense, net, was $72.1 million in 2000 compared
to $7.9 million in 1999. Other expense, net, included a non-cash charge for
common stock warrant interest expense of $70.9 million in 2000 and $7.4 million
in 1999. This amount represents the difference between the fair value of the
warrant for financial reporting purposes and its exercise price. This liability
represents the right of warrant holders to require us to pay cash equal to the
fair market value of the warrants in exchange for the warrants, or any common
stock from the exercise of the warrants, beginning March 15, 2002. Effective
with this offering, the warrants will be exercised for common stock and the
right to be paid cash will terminate. The liability previously recorded will
become part of common stock and additional-paid-in capital, and no additional
liability will be incurred with respect to these warrants. Net interest expense
increased $186,000, or 40%, to $655,000 in 2000 from $468,000 in 1999. The
increase resulted primarily from higher debt balances in 2000, which were
incurred to finance acquisitions.
 
    INCOME TAXES.  The Company's effective income tax rates were 39% for 2000
and 33% for 1999 notwithstanding the impacts for common stock warrant interest
expense and stock compensation expense in excess of allowable tax benefits on
exercise of options, which are not deductible for income tax purposes. The
increase in the rate is principally due to certain blended higher foreign
statutory jurisdiction income tax rates. The effective income tax rates may
change compared to the remainder of each respective calendar year if operating
results differ significantly from the interim results.
 
                                       23

<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
 
    REVENUES.  Revenues increased $14.0 million, or 115%, to $26.2 million in
1999 from $12.2 million in 1998. Approximately $12.2 million, or 87%, of the
increase was derived from the March 1999 acquisition of Biochrom. Excluding the
impact of changes in foreign currency exchange rates, revenues based on 1998
rates would have been approximately $26.3 million in 1999. Revenues from our
existing business increased $1.8 million, or 15%, to $14.0 million in 1999 from
$12.2 million in 1998. The increase was attributable to full year revenues of
$570,000 from the products acquired from Medical Systems in June 1998, increased
sales resulting from our expanded direct marketing efforts on traditional
products of $884,000, which included hiring additional marketing staff,
producing a CD-ROM of our catalog, and creating and installing an electronic
version of our catalog on our website, with the balance due to revenues from
product lines acquired in the second half of 1999.
 
    COST OF GOODS SOLD.  Cost of goods sold increased $8.2 million, or 153%, to
$13.5 million in 1999 from $5.4 million in 1998. As a percentage of revenues,
cost of goods sold increased to 52% in 1999 from 44% in 1998. The increase in
cost of goods sold in 1999 was primarily the result of the acquisition of
Biochrom. The percentage increase was also the result of Biochrom, which
experiences higher costs of goods sold as a percentage of revenues due to the
marketing of its products primarily through a distributor, which receives a
discount to the list price that is calculated to cover the distributor's costs
and profits.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administration expense
increased $5.1 million, or 221%, to $7.4 million in 1999 from $2.3 million in
1998. Biochrom accounted for $1.1 million, or 22%, of the increase. Also in
1999, $3.3 million was recorded as non-cash compensation expense from options
granted in 1996. Excluding the Biochrom acquisition and the compensation
expense, expenses increased $800,000, or 35%, to $3.1 million in 1999 from
$2.3 million in 1998. The increase was due to the need to support expanding
operations. As a percentage of revenues, general and administration expense
increased to 28% in 1999 from 19% in 1998.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased
$727,000, or 42%, to $2.4 million in 1999 from $1.7 million in 1998. Biochrom
accounted for $608,000, or 84%, of the increase. Excluding the Biochrom
acquisition, expenses increased $119,000, or 7%, to $1.8 million in 1999 from
$1.7 million in 1998. The increase was due to expanded direct marketing efforts
and the full year effect of support for the products acquired in June 1998. As a
percentage of revenues, sales and marketing expense decreased to 9% in 1999 from
14% in 1998. The decrease in sales and marketing expense as a percentage of
revenues was primarily due to the acquisition of Biochrom, which has lower sales
and marketing expense because those expenses are primarily borne by its
distributor.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $863,000 in 1999, or 266%, to $1.2 million from $325,000 in 1998. The
acquisition of Biochrom contributed $577,000 to the increase. The balance of the
increase was spending for development of our newly licensed ScanTox technology
and expansion of our core drug screening products. As a percentage of revenues,
research and development expense increased to 5% in 1999 from 3% in 1998. The
increase in research and development expense as a percentage of revenues was
primarily due to Biochrom, our employment of additional engineers and increased
charges for outside services.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $368,000 in 1999 and
$28,000 in 1998. The increase is the result of amortizing additional goodwill
incurred in connection with our acquisitions in 1999 and the full year effect of
the acquisition of the Medical Systems products in June 1998.
 
    OTHER EXPENSE, NET.  Other expense, net was $30.5 million in 1999 compared
to $1.6 million in 1998. Other expense, net, included a non-cash charge for
common stock warrant interest expense of $29.7 million in 1999 and $1.4 million
in 1998. Net interest expense increased $447,000, or 214%, to
 
                                       24

<PAGE>
$656,000 in 1999 from $209,000 in 1999. The increase resulted primarily from
higher debt balances in 1999, which were incurred to finance acquisitions.
 
    INCOME TAXES.  The Company's effective income tax rates were 33% for 1999
and 35% for 1998 notwithstanding the impact for common stock warrant interest
expense which is not deductible for income tax purposes. The decrease in the
rate is principally due to certain lower foreign statutory jurisdiction income
tax rates, specifically the result of the acquisition of a United Kingdom
subsidiary.
 
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
 
    REVENUES.  Revenues increased $690,000, or 6%, to $12.2 million in 1998,
from $11.5 million in 1997. The increase was due to the introduction of new
products from the acquisition of Medical Systems in June 1998, which accounted
for $510,000 of the increase, as well as growth in sales of existing products,
primarily due to the issuance of two catalog supplements in 1998 compared to one
supplement issued in 1997.
 
    COST OF GOODS SOLD.  Cost of goods sold increased approximately $224,000, or
4%, to $5.4 million in 1998 from $5.1 million in 1997. As a percentage of
revenues, cost of goods sold decreased to 44% in 1998 from 45% in 1997. The
decrease was due to spreading manufacturing overhead across increased production
relating to the products acquired with the purchase of Medical Systems.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
remained constant at $2.3 million from 1997 to 1998. As a percentage of
revenues, general and administrative expense decreased to 19% in 1998 from 20%
in 1997. The decrease in general and administrative expense as a percentage of
revenues was primarily due to spreading general and administrative costs over a
greater revenue base.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased $49,000,
or 3%, to $1.7 million in 1998 from $1.7 million in 1997. As a percentage of
revenues, sales and marketing expense decreased to 14% in 1998 from 15% in 1997.
The decrease in sales and marketing expense as a percentage of revenues was
primarily due to spreading sales and marketing costs over a greater revenue
base.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $118,000, or 57%, to $325,000 in 1998 from $206,000 in 1997. The
increase in spending represented investments in product development and
enhancement of the existing family of products. As a percentage of revenues,
research and development expense increased to 3% in 1998 from 2% in 1997.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill consisted of a charge of
$28,000 in 1998 resulting from the acquisition of Medical Systems. There was no
corresponding charge in 1997.
 
    OTHER EXPENSES, NET.  Other expenses, net were $1.6 million in 1998 compared
to $330,000 in 1997. The increase was due primarily to a charge of $1.4 million
for common stock warrant interest expense.
 
    INCOME TAXES.  The Company's effective income tax rates were 35% for 1998
and 36% for 1997 notwithstanding the impact for common stock warrant interest
expense which is not deductible for income tax purposes. The change in the tax
rate is principally due to certain tax rates in foreign jurisdictions.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    Historically, we have financed our business through cash provided by
operating activities, the issuance of common and preferred stock, and bank
borrowings. Our liquidity requirements have arisen primarily from investing
activities, including funding of acquisitions, payments on outstanding
indebtedness, research and development expenditures, and capital expenditures.
As of September 30,
 
                                       25

<PAGE>
2000, we had cash of $2.1 million. Since our reorganization in March 1996, we
have raised $14.2 million, consisting of $2.5 million of preferred and common
stock and $11.7 million of debt. As of September 30, 2000, we had $6.8 million
in debt under a bank term loan, $478,000 in subordinated debt and $3.1 million
outstanding under a $3.8 million revolving credit facility.
 
    Our operating activities generated cash of $2.0 million in the first nine
months of 2000, $2.9 million in fiscal 1999, $1.8 million in fiscal 1998 and
$1.1 million in fiscal 1997. For all periods presented, operating cash flows
were primarily due to operating results, including the full-year effect of
acquisitions prior to non-cash charges, partially offset by working capital
requirements. Working capital requirements were affected by acquisitions, which
increased accounts receivable and inventory carrying amounts partially offset by
increased amounts in accounts payable and accrued expenses.
 
    Our investing activities used cash of $4.7 million in the first nine months
of 2000, $8.5 million in fiscal 1999, $1.4 million in fiscal 1998 and $653,000
in fiscal 1997. Cash has been used in the following technology and business
acquisitions:
 
    - $469,000 for Biotronik's amino acid analysis systems business in
      May 2000,
 
    - $390,000 for the NaviCyte diffusion chamber systems product line in
      November 1999,
 
    - $568,000 for Hugo Sachs Elektronik in November 1999,
 
    - $349,000 for intracellular research products from Clark Electromedical
      Instruments in September 1999,
 
    - $7.0 million for Biochrom in March 1999,
 
    - $1.0 million for Medical Systems Corporation's cell injection systems
      business in June 1998, and
 
    - $3.1 million for substantially all the assets of AmiKa Corporation in July
      2000.
 
    Our financing activities provided cash of $2.5 million for the first nine
months of 2000 and $7.0 million in fiscal 1999, and used cash of $105,000 in
fiscal 1998 and $874,000 in fiscal 1997. Financing cash flows consisted of
borrowings under a revolving credit facility, long-term debt and the issuance of
preferred stock. As of September 30, 2000, we had approximately $600,000
available under our revolving credit facility, subject to our ability to
maintain compliance with all of the covenants contained in our revolving credit
agreement. We were not in compliance with the net income covenants as of
September 30, 2000 due to non-cash stock compensation and imputed interest on
warrants. Our credit facility was amended to exclude the accounting treatment
for stock option compensation and warrant interest expense. This amendment
brought us into compliance with our credit facility and we are currently in
compliance with all of the covenants in our credit facility.
 
    Prior to 1999, we had historically generated sufficient cash flow from
operations to fund expenditures on capital equipment, debt service, equity
transactions, stock repurchases and preferred dividend payments. In 1999, in
connection with the acquisition of Biochrom, we increased our long-term
indebtedness by approximately $5.5 million and issued approximately
$1.0 million in convertible preferred stock. As a result, the level of debt
service required increased substantially compared to historical levels. Upon
completion of the offering, we intend to use a portion of the proceeds to redeem
our series A redeemable preferred stock in the amount of $1.5 million, and to
repay the bank term loan, the subordinated debt and the revolving credit
facility.
 
    Based on our operating plans, we expect that proceeds from this offering,
available cash, cash generated from operations, and cash available from our
revolving credit facility will be sufficient to finance operations and capital
expenditures for at least two years from the date of this prospectus. However,
we may use a substantial portion of the proceeds from this offering to
accelerate product development, expand our sales and marketing activities or
consummate acquisitions, although we have no current plans in this regard.
Therefore, we may need to raise additional capital, which may be
 
                                       26

<PAGE>
dilutive to existing stockholders. The additional capital may not be available
on acceptable terms or at all. Accordingly, there can be no assurance that we
will be successful in raising additional capital.
 
IMPACT OF FOREIGN CURRENCIES
 
    We sell our products in many countries and a substantial portion of our
sales, costs and expenses are denominated in foreign currencies, especially the
United Kingdom pound sterling and the Euro. In the first nine months of 2000 and
in 1999, the U.S. dollar strengthened against these currencies resulting in
reduced consolidated revenue growth, as expressed in U.S. dollars. In addition,
the currency fluctuations resulted in foreign currency losses of approximately
$48,000 in 1999 and $456,000 in the first nine months of 2000.
 
    Historically, we have not hedged our foreign currency position. Currently,
we attempt to manage foreign currency risk through the matching of assets and
liabilities. However, as our sales expand internationally, we plan to evaluate
our currency risks and we may enter into foreign exchange contracts from time to
time to mitigate foreign currency exposure.
 
BACKLOG
 
    Our order backlog was approximately $2.7 million as of September 30, 2000
and $2.1 million as of September 30, 1999. We include in backlog only those
orders for which we have received valid purchase orders. Purchase orders may be
cancelled at any time prior to shipment. Our backlog as of any particular date
may not be representative of actual sales for any succeeding period. We expect
to ship substantially all of the September 30, 2000 backlog by December 31,
2000.
 
ACCOUNTING PRONOUNCEMENTS
 
    In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS 133, as amended by SFAS 137 and SFAS 138, is effective for years beginning
after June 15, 2000. SFAS 133 will be adopted on January 1, 2001. We believe the
adoption of this statement will not have a significant impact on our financial
position, results of operations or cash flows.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    Interest rate risk and foreign currency rate risk are the primary sources of
market risk to our operations. As of September 30, 2000, we had aggregate
variable rate long-term debt of $6.8 million and revolving credit facility debt
of $3.2 million. A 10% change in interest rates, from 10.5% to 11.55%, would
change the annual interest expense on our long-term debt by approximately
$71,400 and on our revolving credit facility by approximately $33,600.
 
                                       27

<PAGE>

 
                                   BUSINESS
 
OVERVIEW
 
    We are a global provider of innovative, research enabling tools for drug
discovery. We provide a broad array of tools designed to accelerate the speed
and to reduce the cost at which our customers can introduce new drugs. Since our
1996 reorganization, we have focused on alleviating the protein purification and
ADMET screening bottlenecks in drug discovery.
 
    To address these two critical bottlenecks in protein purification and ADMET
screening, we recently introduced several new proprietary tools. For protein
purification, these tools include specially treated pipette tips, spin columns
and micro-dialyzers. For ADMET screening, these tools include NaviCyte diffusion
chambers for drug absorption testing, 96 well equilibrium dialysis plates for
drug distribution testing and ScanTox in vitro toxicology screening instruments.
 
    We also have an established product base in proteomics, which is the study
of gene function through the analysis of protein interactions. This product base
consists of DNA/RNA/protein calculators, life science spectrophotometers and
amino acid analysis systems, as well as precision infusion pumps, organ testing
systems and ventilators used in ADMET screening.
 
OUR HISTORY
 
    Our business began in 1901 and has grown over the intervening years with the
development and evolution of modern drug discovery tools. Our past inventions
include the mechanical syringe pump in the 1950s for drug infusion and the
microprocessor controlled syringe pump in the 1980s.
 
    In March 1996, a group of investors led by our current management team
acquired a majority of the then existing business of our predecessor, Harvard
Apparatus. Following this acquisition, we redirected our strategy to focus on
high growth areas within drug discovery by acquiring innovative technologies
through strategic acquisitions and licensing while continuing to grow our
existing business through internal product development and marketing. We have
completed five business acquisitions, including Biochrom, the licensing of key
new technology for in vitro toxicology assays and drug absorption measurement
chambers, the internal development of new product lines, including new
generation syringe pumps and DNA/RNA/protein calculators and the mailing of
expanded new catalogs.
 
INDUSTRY OVERVIEW
 
    The life sciences research industry is undergoing fundamental change and
growth resulting principally from the explosive growth in gene discovery and the
demand for greater efficiency in the drug discovery process. Industry experts
estimate that in 2000, the life sciences research industry will spend more than
$50 billion on drug discovery research and development. The goal of drug
discovery is to find compounds that will bind specifically to a given target
without significantly affecting any other molecules in the body. Traditionally,
chemists have laboriously synthesized new compounds with potential therapeutic
activity one at a time or painstakingly isolated them from natural resources.
Today, combinatorial chemistry techniques are used to greatly increase the
supply and diversity of such compounds. Libraries of hundreds of thousands, or
even millions, of compounds are now available for testing in biological assays
against targets.
 
    Until recently, life sciences researchers had identified only a few hundred
targets against which to test these compounds. Driven by large-scale DNA
sequencing projects, such as the Human Genome Project, life sciences researchers
expect to identify tens of thousands of new genes as they decipher the genomes
of both humans and disease-causing organisms. When a gene, which is a segment of
DNA, is expressed, a copy of the gene sequence is carried in messenger RNA, or
mRNA, which is used to direct the manufacture of a protein. Although genes, DNA,
mRNA and proteins are all targets for
 
                                       28

<PAGE>
drug discovery, proteins are by far the most common. Proteins are the molecular
machines of the cell that are responsible for performing the majority of
cellular functions. Once proteins are identified and validated as potential
targets, they need to be screened against hundreds of thousands, if not
millions, of compounds in a process known as primary screening.
 
    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 successes of genomics, combinatorial chemistry
and high throughput screening in recent years have alleviated the bottlenecks at
the compound development and primary screening stages. However, these
bottlenecks have been replaced by bottlenecks at the target validation, assay
development and absorption, distribution, metabolism, elimination and
toxicology, or ADMET, testing stages. The revolution in genomics is expected to
increase the number of targets from 500 to 10,000, which will consequently
greatly increase the need for protein purification and analysis. The increase in
the number of compounds in libraries from tens of thousands to millions together
with the increase in the number of targets is greatly increasing the number of
leads requiring ADMET screening.
 
    THE DRUG DISCOVERY PROCESS
 
    The drug discovery process consists of several steps, which are illustrated
below.
 
    The diagram that illustrates the drug discovery process is initially split
into two parallel tracks which merge into a single track as the diagram moves to
the right. The upper track of the diagram is titled "Compound Development" and
includes an 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 titled "Target
Identification." Below this arrow is the word "Genomics." The next arrow to the
right is titled "Target Validation." Below 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 arrows to illustrate the remaining stages and key bottlenecks in the
drug discovery process. The individual arrows from left to right include an
arrow titled "Assay Development" followed by an 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 arrow
titled "Lead Optimization" followed by an 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 an arrow titled "Clinical Trials," the
final arrow in the process flow diagram.
 
    TARGET IDENTIFICATION involves isolating a particular molecule, typically a
protein, and evaluating the role that it plays in the body to determine whether
it might be a viable target for further investigation. Today, this activity is
most often initiated by genomics studies, including DNA sequencing, RNA analysis
and genetic mapping.
 
    TARGET VALIDATION involves demonstrating that affecting the function of a
particular target has a positive effect on the course of a disease. Target
validation employs a variety of methods including RNA analysis, protein analysis
and cell biology. Target validation is a more time-consuming process than target
identification.
 
    PRIMARY SCREENING involves the large-scale testing of collections of
chemical compounds, known as compound libraries, against validated targets.
These libraries are tested using high throughput assays. The goal is to find
individual compounds that bind to and inhibit or activate a particular target,
commonly referred to as a hit. An assay, in the context of screening compounds
against a new target, refers to a test a researcher must develop for measuring
whether particular compounds in a library interact with the target in a certain
manner. An assay must be developed for each target to be screened. The major
pharmaceutical companies are moving towards screening up to 100 targets annually
with libraries of up to one million compounds each.
 
    SECONDARY SCREENING involves the refinement of hits into leads that can be
used in clinical trials. This step consists of lead optimization and ADMET
testing. Lead optimization involves conducting successive rounds of chemical
alterations and biological tests to find compounds similar to the original
compound identified in primary screening which have improved drug properties
over the initial compound, particularly efficacy. ADMET testing involves the
conducting of various tests on compounds
 
                                       29

<PAGE>
to ensure that they are safe and have good pharmacological properties such as
high adsorption into the blood from the digestive tract and good distribution to
the site of the target molecule in the body. This stage also involves the
testing of compounds to determine therapeutic activity in animal models of
disease and to ensure that the compounds can be manufactured with consistent
quality.
 
    CLINICAL TRIALS involve the testing of pharmaceutical compounds in humans to
demonstrate their safety and efficacy. Because clinical trials are by far the
most expensive part of drug discovery, and undesirable ADMET properties are the
most common reasons for failure, pharmaceutical and biotechnology companies can
achieve substantial cost savings by identifying drug candidates with poor ADMET
properties as early in the drug discovery process as possible. Drugs with
successful clinical trials are almost always commercialized.
 
    PROTEOMICS
 
    Proteomics involves the large-scale purification, identification and
analysis of proteins. Proteins are manufactured in the body's cells according to
the code contained in DNA and are the molecular machines of the cell that are
responsible for performing the majority of cellular functions. Proteins are the
most common targets in the field of drug discovery because proteins tend to be
far more accessible to drugs than either DNA or mRNA which are located in the
nucleus of the cell.
 
    Every protein that is identified as a potential target must be analyzed. The
trend in protein analysis currently is moving towards the use of mass
spectrometry, which is the fastest and most accurate technique for protein
analysis. Because mass spectrometers are highly sensitive, they require the use
of pure samples in order to properly analyze the protein. Thus, protein
purification, the removal of reagents such as salts, detergents and buffers, is
essential to target discovery.
 
    In the last few years the revolution in genomics and the completion of the
Human Genome Project has vastly increased the number of known targets. Before
the Human Genome Project there were only approximately 500 known targets. Some
experts believe that the sequencing of the human genome will ultimately lead to
the identification of 50,000 to 100,000 genes and over 1,000,000 proteins. Many
scientists expect that this will in turn lead to the identification of up to
10,000 targets. Each of these targets, many of which will be proteins, will need
to be purified and analyzed many times prior to becoming a validated target for
primary screening. As a result of the recent and projected increases in the
number of known drug targets, purifying protein samples has been and will
continue to be a significant bottleneck in the drug discovery process.
 
    ADMET SCREENING
 
    The goal of ADMET screening is to identify compounds that have toxic side
effects or undesirable pharmacological properties. These compounds are then
either eliminated or further chemically modified and re-screened. While ADMET
screening is traditionally conducted late in the drug discovery process, early
application of ADMET screening can be highly beneficial. This is because more
than half of the 90% of lead compounds which fail in the costly clinical trial
stage of drug discovery fail due to poor pharmacological properties. These
important pharmacological properties consist of absorption, distribution,
metabolism and elimination which, together with toxicology, are described below:
 
    ABSORPTION.  Absorption describes the ability of a drug to pass through the
wall of the digestive tract and enter the blood stream. Absorption is an
important property of an effective drug because adequate absorption allows a
drug to be administered orally rather than by direct injection into the blood.
If a lead candidate cannot be absorbed easily from the digestive tract into the
blood, its commercial viability will be adversely impacted even if it
effectively acts against the target.
 
                                       30

<PAGE>
    DISTRIBUTION.  Distribution describes the amount of a drug that different
tissues in the body take in from the blood. Distribution of the drug to the
tissue containing the target molecule is necessary for the drug to have the
desired effect. Moreover, undesirable side effects may occur if the drug is
distributed to tissues other than the one containing the target molecule.
Effective distribution requires the drug to be transported around the body and
released into the tissue containing the target molecule at an appropriate rate.
The flow of blood alone is often an effective distribution method. However,
while the binding of a drug to blood proteins can increase the proper
distribution of a drug, it can cause toxic problems if the bond formed is too
strong.
 
    METABOLISM.  Metabolism describes the chemical changes that the body makes
to a drug. This is an important property of an effective drug for three reasons.
First, some drugs must be metabolized in order to become effective. Second, some
drugs may have no toxic side effects, but the byproducts of their metabolism,
known as metabolites, may be toxic. Third, metabolism usually makes drugs more
soluble in water, which in turn makes it easier for the body to eliminate them
in the urine.
 
    ELIMINATION.  Elimination describes the process by which the body expels a
drug. If the blood absorbs a drug, it will be primarily eliminated in the urine
either in its native or metabolized forms. Elimination is important because
toxicity is primarily a matter of concentration--even common compounds such as
aspirin and caffeine are toxic at high enough concentrations. If the body does
not eliminate a drug, the drug's concentration will build up with every dose
taken, eventually reaching toxic levels.
 
    TOXICOLOGY.  Toxicology describes the adverse effects a drug has on the
body. These range from nausea to death. All drugs must be shown to be safe to
the satisfaction of regulatory authorities prior to commercialization.
Toxicology consists of tests designed to determine the likelihood that a drug
will cause death or the growth of tumors, disrupt normal reproductive function
or the immune system or mutate DNA.
 
    For every 1,000 hits identified through primary screening, only about ten
survive secondary screening and make it into clinical trials, the final stage of
drug discovery. Of those ten, only one, on average, survives the regulatory
process to be commercialized as a new drug.
 
    CURRENT TECHNOLOGIES FOR PROTEIN PURIFICATION AND ADMET SCREENING
 
    PROTEIN PURIFICATION.  Protein purification is an essential step in
proteomics. Researchers must remove any salts, buffers, detergents and cellular
debris prior to analyzing a protein sample. Current technologies for protein
purification include packed bed columns and dialysis. In order to isolate a
specific protein, two-dimensional gel electrophoresis, or 2DGE, is typically
used in advance of running a sample through a packed bed column or dialysis.
Two-dimensional gel electrophoresis isolates different types of proteins in a
two-stage process using electric currents passed through gels. Each protein
migrates to a specific location in the gel. The protein can then be separated
from the gel residue using packed bed columns or dialysis.
 
        PACKED BED COLUMNS are small disposable plastic tubes containing
    chromatography media. A protein sample is typically pipetted into the top of
    the column, which is then placed in a centrifuge or vacuum manifold to draw
    the sample through the media. These columns will remove salts, detergents,
    buffers and 2DGE gel residue, but may retain some of the protein in the
    media.
 
        DIALYSIS involves the use of a porous membrane which allows small
    molecules such as salts, detergents, buffers and 2DGE gel residue to pass
    through but blocks larger molecules such as proteins from passing through.
    Dialysis involves pipetting the protein sample into a device which consists
    of a chamber with the porous membrane covering one otherwise open end. The
    chamber is then placed in a large volume of pure water and stirred for a
    period of time, which may be minutes or hours.
 
                                       31

<PAGE>
    ADMET SCREENING.  ADMET testing at the secondary screening stage has
traditionally relied almost exclusively on live animal testing instead of tools.
The most common animals used in drug discovery studies are laboratory rats and
mice. As a drug compound moves closer to human clinical trials, the United
States Food and Drug Administration requires that studies be performed using
larger animals, such as rabbits and dogs.
 
    LIMITATIONS OF CURRENT TECHNOLOGIES
 
    PROTEIN PURIFICATION.  Current technologies for protein purification in
proteomics have the following limitations:
 
    - LOW PRODUCTIVITY.  Neither packed bed columns nor dialyzers are easily
      capable of automated sample handling. Using packed bed columns, either
      alone or in connection with two-dimensional gel electrophoresis, requires
      centrifugation or the use of a vacuum to move the sample through the
      purification media. This means the sample must be physically moved to the
      centrifuge or vacuum pump, left to run--typically for several
      minutes--then removed, washed and the protein eluted.
 
    - LOSS OF PROTEIN SAMPLE.  Packed bed columns consume a portion of the
      sample leading to sample loss. The amount of sample lost in the
      purification process may only be microliters. This is not a significant
      problem if several milliliters of sample are available, as is common in
      DNA purification. However, if only a few microliters of sample are
      available, as is common in protein purification, the loss of even one
      microliter may be a large percentage of the total. In addition, protein
      samples are typically expensive and thus sample loss must be minimized.
 
    ADMET SCREENING.  Current technologies for ADMET screening have the
following limitations:
 
    - HIGH COST.  Animal assays are costly because all animals have to be housed
      and cared for under strict government regulations often in clean room
      environments and with a significant staff to care for the animals. A
      standard 14-day range finding study performed using laboratory rats costs
      approximately $75,000, and a two-year carcinogenicity study carried out
      with laboratory rats costs approximately $1 million. A later stage 90-day
      study carried out using dogs typically costs almost twice as much as the
      same test performed using laboratory rats.
 
    - LABOR INTENSITY.  By their nature, animal assays cannot be automated and
      thus require the time of highly skilled research scientists, such as
      surgeons and pathologists.
 
    - ETHICAL CONSIDERATIONS.  Even though researchers must use the lowest
      number of the least sentient animals to achieve the scientifically needed
      information, avoid pain and consider alternatives to the use of live
      animals, the large number of animals used still creates ethical
      considerations.
 
OUR SOLUTIONS
 
    We overcome the limitations of current technologies by providing innovative,
enabling tools for drug discovery, particularly in the areas of proteomics and
ADMET screening. Set forth below are examples of the manner in which some of the
newer proprietary products we have recently begun to market provide solutions in
protein purification and ADMET screening.
 
    PROTEIN PURIFICATION
 
    Our protein purification technologies are designed to be quick to use and to
reduce sample loss.
 
    - HIGHER PRODUCTIVITY.  Our purification pipette tips are quicker to use
      than packed bed columns because a centrifugation or vacuuming step is not
      necessary. This avoids both the moving of the sample to and from the
      centrifuge or vacuum pump and the run time in the centrifuge or
 
                                       32

<PAGE>
      vacuum pump. We believe our protein purification pipette tips are the only
      pipette tips capable of being fitted to standard pipetting workstations
      and thus being used for automated protein purification. This automation
      increases our customers' productivity. In addition, our 96 well plate
      versions of dialyzers and spin columns can be used directly in automated
      equipment, again increasing our customers' productivity.
 
    - REDUCED SAMPLE LOSS.  Our miniaturization of dialyzers and spin columns
      reduces sample loss in the membrane or column material. Our purification
      pipette tips contain smaller volumes of material than packed bed columns
      and thus less sample is retained in the material.
 
    ADMET SCREENING
 
    Our ADMET screening technologies employ novel approaches to obtaining ADMET
data while reducing the use of large numbers of live animals.
 
    - LOWER COST.  Most of our ADMET screening products use organs, tissue or
      blood proteins rather than live animals. For example, our in vitro
      toxicology assay uses the lenses of cows' eyes obtained as a by-product of
      the beef industry, and our 96 well plate for serum protein binding uses
      blood proteins in vitro rather than in the bloodstream of live laboratory
      animals.
 
    - IMPROVED AUTOMATION.  Our in vitro toxicology assay can be run in a few
      minutes of instrument time and a few hours of elapsed time. By contrast,
      basic toxicology tests in animals typically take days of elapsed time and
      more advanced tests take weeks or months. Our 96 well plate for serum
      protein binding, for instance, can be run on automated liquid handling
      equipment.
 
    - REDUCED ANIMAL USAGE.  Our in vitro toxicology assay uses cow eye lenses
      instead of live animals to detect toxic effects of compounds. Our drug
      absorption chamber uses cultured human colon cells instead of animal
      intestinal tissue to simulate the absorption of a drug into the blood from
      the digestive tract. Our 96 well plate for serum protein binding tests the
      binding ability of compounds on extracted blood proteins instead of
      infusing the compounds into the bloodstreams of live test animals.
 
OUR STRATEGY
 
    Our goal is to become the leading provider of innovative, enabling
technologies and products for proteomics and ADMET research in the drug
discovery process. Key elements of our strategy are to:
 
    ESTABLISH OUR PROTEOMICS AND ADMET SCREENING PRODUCTS AS INDUSTRY STANDARDS
 
    In order to establish our products as industry standards, we intend to
provide a broad selection of products focused on the target validation and ADMET
screening stages of the drug discovery process. We have recently introduced
several new innovative products designed to reduce the cost and time associated
with protein purification and ADMET screening in drug discovery. We have already
begun to realize revenue from the sales of our products, including purification
pipette tips, spin columns, dialyzers, in vitro toxicology assays and
equilibrium dialysis plates. We intend to rapidly increase the market acceptance
of these products through the development of new uses for these products,
focused, direct marketing campaigns to our extensive customer base and
promotions at scientific exhibitions.
 
    LAUNCH A BROAD RANGE OF INNOVATIVE NEW TOOLS FOR DRUG DISCOVERY
 
    Since our reorganization in 1996, we have focused on becoming a leading
provider of tools for proteomics and ADMET screening. We believe that our
customers are eager to acquire new and innovative tools that reduce drug
discovery time and expense. Since 1996, we have introduced several new tools for
proteomics and ADMET screening such as our protein and DNA purification pipette
tips, protein purification dialyzers, ScanTox in vitro toxicology assay and
NaviCyte diffusion chambers.
 
                                       33

<PAGE>
We intend to continue to identify, develop and introduce new tools to alleviate
bottlenecks in all stages of the drug discovery process.
 
    LEVERAGE OUR EXISTING DISTRIBUTION AND MARKETING CHANNELS
 
    We intend to leverage the strength of our existing distribution channels to
launch new products. Our 1,000 page catalog is currently distributed worldwide
to approximately 100,000 researchers engaged in drug discovery and is also
accessible on our website. Our customer list consists primarily of research
personnel, who are the end-users of our products and largely responsible for
initiating the purchase of our products. We also have wholly-owned subsidiaries
in the United Kingdom, Germany, France and Canada providing us with an
international market presence. In addition, some of our products are sold
through a distribution arrangement with Amersham Pharmacia Biotech, or
APBiotech, providing us with access to APBiotech's extensive customer base,
reputation and support infrastructure. We believe that our extensive existing
distribution channels, when combined with our strong reputation for high
quality, reliable and durable tools, provides us with a competitive advantage in
bringing new products to market quickly and cost effectively.
 
    PROVIDE A SINGLE SOURCE OF TOOLS FOR OUR CUSTOMERS' RESEARCH NEEDS IN
     PROTEOMICS AND ADMET SCREENING
 
    We seek to provide our customers with all of the tools necessary to conduct
a wide variety of proteomic and ADMET experiments that are crucial to the drug
discovery process. We believe that being a single source sets us apart from our
competitors by increasing the likelihood that our customers will turn to our
catalog or website first when looking for help with a particular experiment.
Currently, our catalog and website include approximately 10,000 products. In
addition, our extensive product selection allows us to leverage the sales of our
proprietary products through the simultaneous sale of complementary products.
 
    ACQUIRE COMPLEMENTARY TECHNOLOGIES
 
    We intend to selectively acquire companies and technologies which we believe
will strengthen our portfolio of tools for drug discovery, particularly in the
areas of proteomics and ADMET screening. Since 1996, we have completed the
acquisition of Biochrom, four other acquisitions involving the integration of
acquired products and technology into our existing manufacturing base and
distribution channel, and three technology acquisition or licensing
transactions. In the future, we may pursue acquisitions of new products and
technologies through business acquisitions, partnerships or licensing
arrangements.
 
OUR PRODUCTS
 
    Our products consist of both proprietary and non-proprietary products. We
have historically derived the majority of our revenue from sales of proprietary
products. We also act as a distributor for many non-proprietary products, which
consist primarily of products used in conjunction with our proprietary products.
We offer these products as a means of deriving additional revenue from customers
whose initial interest in our products arises primarily out of our selection of
proprietary products. We have historically derived most of our remaining revenue
from the sales of these complementary, non-proprietary products.
 
                                       34

<PAGE>
    Our broad array of proprietary products consist of the products set forth in
the table below and the products described in the "Other Proprietary Products"
section below the table:
 
   

<TABLE>
<CAPTION>
                                                                                             YEAR OF
                                                                                         INTRODUCTION FOR
                                                                                          PRODUCT AREAS         YEAR OF
                                                                                              BY US         INTRODUCTION OF
                         REPRESENTATIVE PRODUCT                             NUMBER OF     OR ONE OF OUR      PRODUCT AREAS
PRODUCT CATEGORY                 AREAS                  DESCRIPTION          PRODUCTS      PREDECESSORS          BY US
----------------        ------------------------  ------------------------  ----------   ----------------   ---------------
<S>                     <C>                       <C>                       <C>          <C>                <C>
PROTEOMICS
Protein Purification    Purification Pipette      Disposable pipette tips       50        1999 (coated)          2000
                        Tips                      - coated with                            Est. Q4 2000
                                                  purification media                         (loaded)
                                                  - loaded with
                                                  purification media
                        ---------------------------------------------------------------------------------------------------
                        Macro Spin Columns        Disposable tubes              20             1998              2000
                                                  containing purification
                                                  media
                        ---------------------------------------------------------------------------------------------------
                        Ultra Micro Spin Columns  Disposable tubes              20             1998              2000
                                                  containing purification
                                                  media
                        ---------------------------------------------------------------------------------------------------
                        Dialyzers                 Membrane capped plastic       45        1996 and prior         2000
                                                  chambers
                                                  - reusable
                                                  - disposable
                                                  - plates with 96 wells
                        ---------------------------------------------------------------------------------------------------
                        Equilibrium Dialyzers     Membrane separating two       9           1996-1999            2000
                                                  plastic chambers
                                                  - disposable
                                                  - plates with 96 wells
---------------------------------------------------------------------------------------------------------------------------
Protein Analysis        Molecular Biology         Range of                      6        1970s (initial)         1999
                        Spectrophotometers*       spectrophotometers                      2000 (latest)
                        ---------------------------------------------------------------------------------------------------
                        DNA/RNA/Protein           Spectrophotometers with       2         1993 (initial)         1999
                        Calculators*              application software                    2000 (latest)
                        ---------------------------------------------------------------------------------------------------
                        Multi-Well Plate Readers  Range of automated            3          Est. Q4 2000      Est. Q4 2000
                                                  readers                                  (absorbance)
                                                  - absorbance                              Est. 2001
                                                  - luminescence                          (luminescence)
                                                  - fluorescence                            Est. 2001
                                                                                          (fluorescence)
                        ---------------------------------------------------------------------------------------------------
                        Amino Acid Analysis       Ninhydrin-based amino         2        1970s (initial)         1999
                        Systems*                  acid detection systems                  2000 (latest)
                        ---------------------------------------------------------------------------------------------------
 
ADMET SCREENING
Absorption (in vitro)   NaviCyte Diffusion        Simulated digestive           6              1999              1999
                        Chambers                  tract/ blood stream
                                                  interfaces
---------------------------------------------------------------------------------------------------------------------------
Distribution            Equilibrium Dialysis      Membrane separating two       9           1996-1999            2000
                        Plate                     chambers
---------------------------------------------------------------------------------------------------------------------------
Metabolism/             Organ Testing Systems     Chambers with                 8           1970s-1999           1999
Elimination                                       stimulators, perfusion
                                                  and recording devices
---------------------------------------------------------------------------------------------------------------------------
Toxicology              ScanTox Assay             In vitro toxicology           1              2000              2000
                                                  assay
                        ---------------------------------------------------------------------------------------------------
                        Precision Infusion Pumps  Syringe pumps                 80             1952              1996
                                                                                           (mechanical)
                                                                                               1986
                                                                                         (microprocessor)
                                                                                          1998 (latest)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

    
 
*   We acquired all of these products in March 1999 through our acquisition of
    Biochrom. The financial statements for Biochrom included in this prospectus
    present the financial results of Biochrom's business for the years ended
    December 31, 1998 and 1997.
 
                                       35

<PAGE>
   
    We believe that sales of products included within the product areas set
forth in the table above currently generate approximately two-thirds of our
total revenue. For the fiscal years ended December 31, 1997 and 1998, which
preceded our March 1999 acquisition of Biochrom, we believe that we generated
approximately one-third of our total revenue from sales of these products and
between approximately one-quarter and one-half of our total revenue from sales
of non-proprietary products. For the year ended December 31, 1999 and the
nine-month period ended September 30, 2000, we believe that revenue from sales
of our molecular biology spectrophotometers and related consumables exceeded 15%
of our total revenue. For the years ended December 31, 1997 and 1998, we believe
that revenue from sales of our precision infusion pumps exceeded 15% of our
total revenue. Except as noted above, we do not believe that revenue from sales
of any other class of our products exceeded 15% of our total revenue in the
years ended December 31, 1997, 1998 and 1999 and the nine-month period ended
September 30, 2000. The "Year of Introduction for Product Areas Introduced by Us
or One of Our Predecessors" column set forth in the table above represents the
year in which we or one of our predecessor companies introduced the first
generation product in this product area.
    
 
    PROTEOMICS PRODUCTS--PROTEIN PURIFICATION
 
    PREPTIP PROTEIN PURIFICATION PIPETTE TIPS
 
    Our proprietary PrepTip pipette tips consist of a standard disposable
pipette tip coated on the inside with the same chromatography media used in
packed bed columns. This coating selectively binds proteins, but not the salts,
detergents, electrophoresis gels, buffers and cellular debris that are often
mixed in with the proteins. Our PrepTip pipette tip enables customers to rapidly
purify proteins by avoiding the time-consuming usage of a centrifuge required
when using spin columns. In addition, it is easy to use because the protein
solution is handled entirely within the pipette tip and does not have to be
moved through a separate device like a packed bed column or dialyzer. Because
our PrepTip pipette tips use the same chromatography media as packed bed
columns, they can take advantage of the wide range of existing purification
protocols using these media.
 
    PURETIP DNA PURIFICATION PIPETTE TIPS
 
    PureTip pipette tip uses a pipette tip that is similar to the PrepTip
pipette tip, but is loaded with a gel rather than coated. This is well suited
for performing DNA purification. PureTip pipette tips are more adaptable to
automation than spin columns because they fit onto automated pipetting
workstations. We expect to launch the PureTip pipette tip later this year.
 
    SPIN COLUMNS
 
    Spin columns are short plastic tubes that contain purification media. Once a
sample is placed in the tube, it is typically spun in a centrifuge to move the
sample through the media and separate the proteins from the other cellular
debris. Our Ultra Micro spin columns, which we provide in both single and 96
well plate versions, contain chromatography media for use in purifying sample
volumes as small as five microliters. This is significantly smaller than the
sample volume required by columns produced by our largest competitors.
 
    PROTEIN PURIFICATION DIALYZERS
 
    Dialyzers are small chambers with an open end covered with a membrane. The
membrane allows small molecules to pass through but not large molecules. Because
proteins are large molecules and most contaminants are small molecules, this is
an effective way to purify proteins. We make single- and double-sided reusable
and disposable dialyzers.
 
                                       36

<PAGE>
    DISPOSABLE EQUILIBRIUM DIALYZERS
 
    Our proprietary disposable equilibrium dialyzers are effective
cost-efficient products for protein binding studies and can handle sample sizes
as small as 75 microliters. These disposable products are particularly useful
for binding studies involving radioactively labeled compounds because the
dialyzer does not require cleaning after use.
 
    PROTEOMICS PRODUCTS--PROTEIN ANALYSIS
 
    MOLECULAR BIOLOGY SPECTROPHOTOMETERS
 
    A spectrophotometer is an instrument widely used in molecular biology and
cell biology to quantify the amount of a compound in a sample by shining a beam
of white light through a prism or grating to divide it into component
wavelengths. Each wavelength in turn is shone through a liquid sample and the
spectrophotometer measures the amount of light absorbed at each wavelength. This
enables the quantification of the amount of a compound in a sample. We sell a
wide range of spectrophotometers under the names UltroSpec and NovaSpec. These
products are manufactured by our Biochrom subsidiary and sold primarily through
our distribution arrangement with Amersham Pharmacia Biotech.
 
    DNA/RNA/PROTEIN CALCULATORS
 
    A DNA/RNA/protein calculator is a bench top instrument dedicated to
quantifying the amount of DNA, RNA or protein in a sample. It uses a process
similar to that of a molecular biology spectrophotometer. These are sold under
the names GeneQuant and GeneQuantPro. Launched in 1993, we believe that we were
the first company to sell such an instrument. These products are manufactured by
our Biochrom subsidiary and sold primarily through Amersham Pharmacia Biotech.
 
    MULTI-WELL PLATE READERS
 
    Multi-well plate readers are widely used for high throughput screening
assays in the drug discovery process. The most common format is 96 wells. They
use light to detect chemical interactions. We plan to introduce a range of these
products beginning with absorbance readers in the fourth quarter of 2000 and
luminescence and fluorescence readers in 2001 primarily for distribution through
Amersham Pharmacia Biotech.
 
    AMINO ACID ANALYSIS SYSTEMS
 
    An amino acid analysis system uses chromatography to separate the amino
acids in a sample and then uses a chemical reaction to detect each one in turn
as they flow out of the chromatography column. Amino acids are the building
blocks of proteins. In June 2000, we acquired substantially all of the amino
acid analysis systems business of the Biotronik subsidiary of
Eppendorf-Netheler-Hinz GmbH and integrated it with the existing amino acid
analysis systems business in our Biochrom subsidiary.
 
    ADMET SCREENING PRODUCTS
 
    We have traditionally sold products for ADMET testing that are based upon
animal models. However, as a result of a series of acquisitions and licensing
transactions, we have begun to develop and manufacture organ testing systems,
tissue testing systems and serum protein binding assays for early toxicology
testing.
 
    NAVICYTE DIFFUSION CHAMBERS
 
    A diffusion chamber is a small plastic chamber with a membrane separating
the two halves of the chamber used to measure the absorption of a drug into the
bloodstream. The membrane can either be
 
                                       37

<PAGE>
tissue such as intestinal tissue or a cultured layer of cells such as human
colon cells. This creates a miniaturized model of intestinal absorption. We
entered this market with our 1999 acquisition of the assets of NaviCyte Inc., a
wholly owned subsidiary of Trega Biosciences.
 
    96 WELL EQUILIBRIUM DIALYSIS PLATE FOR SERUM PROTEIN BINDING ASSAYS
 
    Our 96 well equilibrium dialysis plate operates in a similar way to the
equilibrium dialyzers for target validation described above. The difference is
that both chambers on either side of the membrane are capped. The protein target
is placed on one side of the membrane and the drug on the other. The small
molecule drug diffuses through the membrane. If it binds to the target, it
cannot diffuse back again. If it does not bind, it will diffuse back and forth
until an equilibrium is established. Thus, measuring the drug concentration
determines the strength of binding. This product is principally used for ADMET
screening to determine if a drug binds to blood proteins. A certain level of
reversible binding is advantageous in order to promote good distribution of a
drug through the human body. However, if the binding is too strong, it may
impair normal protein function and cause toxic effects.
 
    ORGAN TESTING SYSTEMS
 
    Organ testing systems use glass or plastic chambers together with
stimulators and recording electrodes to study organ function. Organ testing
systems enable either whole organs or strips of tissue from organs such as
hearts, livers and lungs to be kept functioning outside the body while
researchers perform experiments with them. They are typically used in place of
live animals. We have sold basic versions of these systems for many years, but
have significantly expanded our product offerings through our November 1999
acquisition of Hugo Sachs Elektronik. Studies on isolated livers are useful in
determining metabolism and studies on kidneys are useful in determining
elimination.
 
    SCANTOX IN VITRO TOXICOLOGY SCREENING
 
    Our proprietary ScanTox in vitro toxicology screening system uses a living
organ system, a bovine eye lens, to detect the toxic effect of compounds by
measuring the refraction of laser light passing through the eye lens. A healthy
lens focuses light to a point, but when a toxic compound is added to the lens
environment, the lens reacts by defocusing. The extent of defocusing is measured
and analyzed by the instrument. Its advantages include:
 
    - higher relevance to whole body toxicology than a cell-based assay, without
      the complicated support and measurement apparatus needed for other organs
      such as hearts or lungs,
 
    - higher sensitivity and reproducibility than live animal assays,
 
    - higher sensitivity than other tissue assays, and
 
    - easier operation than other animal or tissue assays because the data is
      collected and analyzed automatically.
 
    PRECISION INFUSION PUMPS
 
    Infusion pumps, typically syringe pumps, are used to accurately infuse very
small quantities of liquid, commonly drugs. Infusion pumps are typically used
for long-term toxicology testing of drugs by infusion into animals, typically
laboratory rats. We sell 80 types of syringe pumps.
 
    OTHER PROPRIETARY PRODUCTS
 
    CELL INJECTION SYSTEMS
 
    Cell injection systems use extremely fine bore glass capillaries to
penetrate and inject drugs into or around individual cells. Cell injection
systems are used to study the effects of drugs on single cells.
 
                                       38

<PAGE>
Injection is accomplished either with air pressure or, if the drug molecule is
electrically charged, by applying an electric current. We entered this market
with our 1998 acquisition of the research products of Medical Systems
Corporation.
 
    VENTILATORS
 
    Ventilators use a piston driven air pump to inflate the lungs of an
anesthestised animal. Ventilators are typically used in surgical procedures
common in drug discovery. Our advanced Inspira ventilators have significant
safety and ease of use features, such as default safety settings, not found on
other ventilators.
 
    CPK ATOMIC MODELS
 
    CPK atomic models use colored plastic parts to accurately model molecular
structures, such as DNA. We offer a wide range of components and assembled
models.
 
    STRONGHOLD LABORATORY CLAMPS
 
    Stronghold laboratory clamps are made from glass reinforced nylon. Our
clamps resist rusting which is a common problem with steel clamps. We provide a
wide variety of clamps, stands and lattices.
 
    OEM PRODUCTS
 
    Our reputation for quality, durability and reliability has led to the
formation of a number of original equipment manufacturer, or OEM, relationships
with major life science instrument companies. These relationships are conducted
through purchase orders and are not contractual. A good example of these
relationships is with respect to our syringe pumps. Our syringe pumps are
capable of delivering flow rates as low as 0.001 microliters per hour while
maintaining high accuracy. We have adapted, in conjunction with our OEMs, the
core technology embodied in our syringe pumps to make specialized sample
injectors for many of the major mass spectrometry manufacturers.
 
    DISTRIBUTED PRODUCTS
 
    In addition to the proprietary, manufactured products described above, we
buy and resell through our catalog products made by other manufacturers. We have
negotiated supply agreements with the majority of the companies that provide our
distributed products. These supply agreements specify pricing only and contain
no minimum purchase commitments. None of these agreements represents more than
two percent of our revenues. Distributed products accounted for approximately
18% of our revenues for the nine months ended September 30, 2000. These
distributed products enable us to provide our customers with a single source for
their experimental needs. These complementary products consist of a large
variety of devices, instruments and consumable items used in experiments
involving animals and biological tissue in the fields of proteomics, physiology,
pharmacology, neuroscience, cell biology, molecular biology and toxicology. Our
manufactured products are often leaders in their fields, but researchers often
need complementary products in order to conduct their particular experiments.
Most of these complementary products come from small companies without our
extensive distribution and marketing channel.
 
OUR CUSTOMERS
 
    Our customers are primarily end user research scientists at pharmaceutical
and biotechnology companies, universities and government laboratories, such as
the U.S. National Institutes of Health, or NIH. Our largest customers in the
United States include Baylor College of Medicine, Bristol-Myers Squibb Company,
Eli Lilly and Company, Johns Hopkins University, Merck & Co., Inc., NIH, Parke-
 
                                       39

<PAGE>
Davis, Pfizer Inc., Schering-Plough Corporation, SmithKline Beecham plc and the
University of California.
 
    We conduct direct sales in the United States, the United Kingdom, Germany,
France and Canada. We also maintain distributors in other countries. Aggregate
sales to our largest customer, Amersham Pharmacia Biotech, as a distributor with
end users similar to ours, accounted for approximately 39% of our revenue for
the nine months ended September 30, 2000, and 44% of our revenue for the fiscal
year ended December 31, 1999. We have several thousand customers worldwide and
no other customer accounted for more than five percent of our revenue for such
periods.
 
SALES AND MARKETING
 
    DIRECT SALES
 
    We periodically produce and mail approximately 100,000 copies of our
1,000-page catalog, which contains approximately 10,000 items. We distribute the
majority of our products ordered from our catalog through our worldwide
subsidiaries. Our manufactured products accounted for approximately 82% of our
revenues for the nine months ended September 30, 2000. The complete catalog is
also available as a CD-ROM and can be accessed on our website,
www.harvardbioscience.com. Our significant positions in many of our manufactured
products create traffic to the catalog and web site which enables cross-selling
and facilitates the introduction of new products. In addition to the
comprehensive catalog, we create and mail abridged catalogs which focus on
specific product areas along with direct mailers which introduce or promote new
products.
 
    AMERSHAM PHARMACIA BIOTECH DISTRIBUTOR
 
    Since the 1970s, our Biochrom subsidiary has used Amersham Pharmacia
Biotech, or APBiotech, and its predecessors as its primary marketing and
distribution channel. When we acquired Biochrom from Pharmacia and Upjohn in
1999, we signed a distribution, marketing and new product development agreement
with APBiotech. Under the terms of this agreement, APBiotech serves as the
exclusive distributor, marketer and seller of a majority of the products of our
Biochrom subsidiary. During the term of this agreement, APBiotech has agreed to
purchase a minimum number of our products for an annual amount of $12.5 million,
subject to adjustment for price increases and product sales volume. We have
certain affirmative duties under the agreement to assist APBiotech in the sale
of our products. For example, we have agreed to cooperate with APBiotech in its
sales and marketing program and to provide sales, demonstration and support
training for APBiotech. This agreement may be terminated early under specified
circumstances. For example, if we breach the exclusivity, pricing or shipping
provisions of the agreement and fail to remedy the breach within 30 days of
receiving written notice of the breach from APBiotech, then the agreement may be
terminated. In addition, we may terminate the agreement under specified
circumstances. For example, failure by APBiotech to place certain information in
escrow, to pay for products or to purchase a minimum number of products each
year enables us to terminate the agreement unless APBiotech remedies the breach
within 30 days of receiving written notice of the breach from us. This agreement
may be terminated by either party upon 18 months' prior written notice. This
agreement does not have a finite term, but remains in effect until terminated by
either us or APBiotech.
 
RESEARCH AND DEVELOPMENT
 
    Our principal research and development mission is to develop a broad
portfolio of technologies, products and core competencies in drug discovery
tools, particularly for application in the areas of proteomics and ADMET.
 
    Our development expenditures were $206,000 in 1997, $325,000 in 1998 and
$1.2 million in 1999. We anticipate that we will continue to make significant
development expenditures. We plan to continue
 
                                       40

<PAGE>
to pursue a balanced development portfolio strategy of originating new products
from internal research and development programs and business and technology
acquisitions.
 
    We maintain development staff in each of our manufacturing facilities to
design and develop new products. In-house development is focused on our current
technologies. For new technologies, our strategy has been to license or acquire
proven technology from universities and biotechnology companies and then develop
the technology into commercially viable products.
 
MANUFACTURING
 
    We manufacture and test the majority of our products in our four principal
manufacturing facilities located in the United States, the United Kingdom and
Germany. We have considerable manufacturing flexibility at our various
facilities, and each facility can manufacture multiple products at the same
time. We maintain in-house key manufacturing know-how, technologies and
resources. We seek to maintain multiple suppliers for key components that are
not manufactured in-house.
 
    Our manufacturing operations are essentially to assemble and test. Our
manufacturing of syringe pumps, ventilators, cell injectors and protein
purification products takes place in Holliston, Massachusetts. Our manufacturing
of spectrophotometers and amino acid analysis systems takes place in Cambridge,
England. Our manufacturing of surgery-related products and teaching products
takes place in Edenbridge, England. Our manufacturing of complete organ testing
systems takes place in March-Hugstetten, Germany. Our Cambridge, England
facility is certified to ISO 9001.
 
COMPETITION
 
    The markets into which we sell our products are highly competitive, and we
expect the intensity of competition to increase. We compete with many companies
engaged in developing and selling tools for drug discovery. Many of our
competitors have greater financial, operational, sales and marketing resources,
and more experience in research and development and commercialization than we
have. Moreover, competitors may have greater name recognition than we do, and
many offer discounts as a competitive tactic. These competitors and other
companies may have developed or could in the future develop new technologies
that compete with our products or which could render our products obsolete. We
cannot assure you that we will be able to make the enhancements to our
technologies necessary to compete successfully with newly emerging technologies.
We are not aware of any significant products sold by us which are currently
obsolete.
 
    We believe that we offer one of the broadest selections of protein
purification and ADMET technologies to companies engaged in drug discovery. We
are not aware of any competitor which offers a product line of comparable
breadth within the protein purification and ADMET product markets. We have
numerous competitors on a product line basis. We believe that we compete
favorably with our competitors on the basis of product performance, including
quality, reliability and speed, technical support, price and delivery time. We
compete with several companies that provide instruments for proteomics and ADMET
screening. In the DNA/RNA/protein calculator area, we compete with PerkinElmer
Instruments, Inc. and Bio-Rad Laboratories, Inc. In the molecular biology
spectrophotometer area, we compete with Beckman Coulter, Inc. and PerkinElmer
Instruments, Inc. In the protein sample preparation area, we compete with
Millipore Corporation, Pierce Chemical Company and Spectrum Medical. In the
ADMET screening area, we compete with KD Scientific, Razel Scientific
Instruments, Inc., Experimetria Ltd., Kent Scientific Corporation, Warner
Instruments, General Valve Company, Eppendorf-Netheler-Hinz GmbH, Ugo Basile and
Becton, Dickinson and Company. In the area of OEM products, we face competition
primarily from the in-house engineering teams of our OEM customers.
 
                                       41

<PAGE>
INTELLECTUAL PROPERTY
 
    To establish and protect our proprietary technologies and products, we rely
on a combination of patent, copyright, trademark and trade-secret laws, as well
as confidentiality provisions in our contracts. Most of our new technology is
covered by patents or patent applications. Most of our base business is
protected by trade names and trade secrets only.
 
    We have implemented a patent strategy designed to provide us with freedom to
operate and facilitate commercialization of our current and future products. We
currently own ten issued U.S. patents and have four pending applications. We
also hold exclusive licenses for the technologies used in our ScanTox in vitro
toxicology products, our NaviCyte drug absorption products and our PureTip
pipette tip products. In addition to these licenses, our principal technologies
are covered by issued patents for our dialyzers and our Ultra Micro spin columns
and by pending applications for our PrepTip pipette tips. Furthermore,
international patent applications are pending in connection with one of our U.S.
patent applications and one of our licensed patents.
 
    Generally, U.S. patents have a term of 17 years from the date of issue for
patents issued from applications filed with the U.S. Patent Office prior to
June 8, 1995, and 20 years from the application filing date or earlier claimed
priority date in the case of patents issued from applications filed on or after
June 8, 1995. Our issued US patents will expire between 2011 and 2018. Our
success depends to a significant degree upon our ability to develop proprietary
products and technologies. We intend to continue to file patent applications as
we develop new products and technologies.
 
    Patents provide some degree of protection for our intellectual property.
However, the assertion of patent protection involves complex legal and factual
determinations and is therefore uncertain. The scope of any of our issued
patents may not be sufficiently broad to offer meaningful protection. In
addition, our issued patents or patents licensed to us may be successfully
challenged, invalidated, circumvented or unenforceable so that our patent rights
would not create an effective competitive barrier. Moreover, the laws of some
foreign countries may not protect our proprietary rights to the same extent as
do the laws of the United States. In addition, the laws governing patentability
and the scope of patent coverage continue to evolve, particularly in areas of
interest to us. As a result, there can be no assurance that patents will issue
from any of our patent applications or from applications licensed to us. In view
of these factors, our intellectual property positions bear some degree of
uncertainty.
 
    We also rely in part on trade-secret protection of our intellectual
property. We attempt to protect our trade secrets by entering into
confidentiality agreements with third parties, employees and consultants. Our
employees and consultants also sign agreements requiring that they assign to us
their interests in patents and copyrights arising from their work for us. Many
of our U.S. employees have signed agreements not to compete unfairly with us
during their employment and after termination of their employment, through the
misuse of confidential information, soliciting employees, soliciting customers
and the like. However, it is possible that these agreements may be breached or
invalidated and if so, there may not be an adequate corrective remedy available.
Despite the measures we have taken to protect our intellectual property, we
cannot assure you that third parties will not independently discover or invent
competing technologies, or reverse engineer our trade secrets or other
technologies. Therefore, the measures we are taking to protect our proprietary
rights may not be adequate.
 
    We do not believe that our products infringe on the intellectual property
rights of any third party. We cannot assure you, however, that third parties
will not claim such infringement by us or our licensors with respect to current
or future products. We expect that product developers in our market will
increasingly be subject to such claims as the number of products and competitors
in our market segment grows and the product functionality in different market
segments overlaps. In addition, patents on production and business methods are
becoming more common and we expect that more patents will
 
                                       42

<PAGE>
issue in our technical field. Any such claims, with or without merit, could be
time-consuming, result in costly litigation and diversion of management's
attention and resources, cause product shipment delays or require us to enter
into royalty or licensing agreements. Moreover, such royalty or licensing
agreements, if required, may not be on terms acceptable to us, or at all, which
could seriously harm our business or financial condition.
 
GOVERNMENT REGULATION
 
    We are not subject to direct governmental regulation other than the laws and
regulations generally applicable to businesses in the domestic and foreign
jurisdictions in which we operate. In particular, we are not subject to
regulatory approval by the United States Food and Drug Administration as none of
our products are sold for use in diagnostic procedures or on human clinical
patients. In addition, we believe we are in compliance with all relevant
environmental laws.
 
EMPLOYEES
 
    As of October 15, 2000, we had 127 full-time employees and 6 part-time
employees, 38 of whom resided in the United States, 77 of whom resided in the
United Kingdom, 11 of whom resided in Germany, 3 of whom resided in France and 4
of whom resided in Canada. None of our employees is subject to any collective
bargaining agreement. We believe that our relationship with our employees is
good.
 
FACILITIES
 
    Our four principal facilities incorporate manufacturing, development, sales
and marketing and administration functions. Our facilities consist of:
 
    - a leased 20,000 square foot facility in Holliston, Massachusetts, which is
      our corporate headquarters,
 
    - a leased 28,000 square foot facility in Cambridge, England,
 
    - an owned 15,500 square foot facility in Edenbridge, England, and
 
    - a leased 9,000 square foot facility in March-Hugstetten, Germany.
 
    We lease additional facilities for sales and administrative support in Les
Ulix, Paris France and Montreal, Quebec Canada.
 
LEGAL PROCEEDINGS
 
    On November 7, 2000, we received correspondence from counsel to Harvard
University claiming that our use of the term "Harvard Bioscience" and other
terms containing or consisting of the term "Harvard" constitutes trademark
infringement, false designation of origin, unfair competition and
cybersquatting. Counsel to Harvard University has also threatened us with legal
action if we do not cease and permanently refrain from using these terms. We do
not currently intend to take such steps, and we believe it is likely that
Harvard University will pursue this matter against us. We believe that these
claims are without merit, and we will vigorously seek to protect our rights
regarding such claims. While we are still investigating the matter, we do not
believe that the matter will have a material adverse effect on our business,
financial position or results of operations.
 
    From time to time, we may be involved in various other claims and legal
proceedings arising in the ordinary course of business. We are not currently a
party to any other claims or proceedings which, we believe, if decided adversely
to us, would either individually or in the aggregate have a material adverse
effect on our business, financial condition or results of operations.
 
                                       43

<PAGE>

                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
    The following table shows information about our executive officers and
directors as of October 15, 2000.
 

<TABLE>
<CAPTION>
NAME                                                AGE                         POSITION
----                                              --------   ----------------------------------------------
<S>                                               <C>        <C>
Chane Graziano..................................     62      Chief Executive Officer and Director
 
David Green.....................................     36      President and Director
 
James Warren....................................     55      Chief Financial Officer
 
Mark Norige.....................................     46      Chief Operating Officer
 
John House......................................     56      Managing Director, Biochrom Ltd
 
Susan Luscinski.................................     44      Vice President of Finance and Administration
 
Christopher W. Dick.............................     46      Director
 
Robert Dishman..................................     56      Director
 
John F. Kennedy.................................     51      Director
 
Richard C. Klaffky, Jr..........................     54      Director
 
Earl R. Lewis...................................     56      Director
</TABLE>

 
Messrs. Dick and Klaffky are members of our compensation committee.
 
Messrs. Kennedy, Klaffky and Lewis are members of our audit committee.
 
    CHANE GRAZIANO has served as our Chief Executive Officer and as a member of
our board of directors since March 1996. Prior to joining Harvard Bioscience,
Mr. Graziano served as the President of Analytical Technology Inc., an
analytical electrochemistry instruments company, from 1993 to 1996 and as the
President and Chief Executive Officer of its predecessor, Analytical
Technology Inc.-Orion, an electrochemistry instruments and laboratory products
company, from 1990 until 1993. Mr. Graziano served as the President of Waters
Corporation, an analytical instrument manufacturer, from 1985 until 1989.
Mr. Graziano has over 36 years experience in the laboratory products and
analytical instruments industry.
 
    DAVID GREEN has served as our President and as a member of our board of
directors since March 1996. Prior to joining Harvard Bioscience, Mr. Green was a
strategy consultant with Monitor Company, a strategy consulting company, in
Cambridge, Massachusetts and Johannesburg, South Africa from June 1991 until
September 1995 and a brand manager for household products with Unilever PLC, a
packaged consumer goods company, in London from September 1985 to
February 1989. Mr. Green graduated from Oxford University with a B.A. Honors
degree in physics and holds a M.B.A. degree with distinction from Harvard
Business School.
 
    JAMES WARREN has served as our Chief Financial Officer since July 2000.
Prior to joining Harvard Bioscience, Mr. Warren served as the Chief Financial
Officer of Aquila Biopharmaceuticals, Inc., a life sciences company, from
January 1998 until July 2000 and as the Corporate Controller of Genzyme
Corporation, a biotechnology company, from 1991 until January 1998. Mr. Warren
holds a M.B.A. degree from Boston University.
 
    MARK NORIGE has served as our Chief Operating Officer since January 2000 and
in various other positions with us since September 1996. Prior to joining
Harvard Bioscience, Mr. Norige served as a Business Unit Manager at
QuadTech, Inc., an impedance measuring instrument manufacturer, from May 1995
until September 1996. Mr. Norige worked at Waters Corporation from 1977 until
May 1995.
 
                                       44

<PAGE>
    JOHN HOUSE has served as Managing Director of our Biochrom Ltd subsidiary
since July 2000. Prior to joining Biochrom, Mr. House was retired from January
1995 until July 2000 and engaged during that period primarily in charitable
activities. Mr. House served in various positions with, and most recently as a
Managing Director of, Unicam Ltd., a manufacturer of analytical instruments,
from 1987 until January 1995.
 
    SUSAN LUSCINKSI has served as our Vice President of Finance and
Administration since May 1999. Ms. Luscinski served as our Corporate Controller
from May 1988 until May 1999 and has served in various other positions at our
company and its predecessor since January 1985.
 
    CHRISTOPHER W. DICK has served as a director of Harvard Bioscience since
March 1996. Mr. Dick has served as Managing Director of Ascent Venture
Management, Inc., a private equity firm, since March 1999. Mr. Dick has served
as a Managing Member or General Partner of Ascent Venture Partners, L.P. fund
and Ascent Venture Partners II, L.P. fund since 1999. Prior to joining Ascent
Venture Management, Inc., Mr. Dick served as General Partner of Pioneer Capital
Corporation, a private equity management firm, from 1991 until March 1999.
Mr. Dick is a graduate of Cornell University and holds a M.B.A. degree from
Babson College.
 
    ROBERT DISHMAN has served as a director of Harvard Bioscience since
October 2000. Since 1994, Mr. Dishman has served in various positions with, and
most recently as an Executive Vice President and Director of Dyax Corp.
(formerly Biotage, Inc.), a commercial physical and biological research company.
Mr. Dishman holds a Ph.D. in Analytical Chemistry from the University of
Massachusetts-Amherst.
 
    JOHN F. KENNEDY has served as a director of Harvard Bioscience since
October 2000. Mr. Kennedy has served as the Senior Vice President, Finance,
Chief Financial Officer and Treasurer of RSA Security Inc., an e-business
security company, since August 1999. Prior to joining RSA Security, Mr. Kennedy
was Chief Financial Officer of decalog, NV, a developer of enterprise investment
management software, from 1998 to 1999. From 1993 to 1998, Mr. Kennedy served as
Vice President of Finance, Chief Financial Officer and Treasurer of Natural
MicroSystems Corporation, a telecommunications company. Mr. Kennedy holds a
M.S.B.A. in Accounting from the University of Massachusetts-Amherst.
 
    RICHARD C. KLAFFKY, JR. has served as a director of Harvard Bioscience since
March 1996. Since 1987, Mr. Klaffky has served as President of FINEC Corp., the
corporate general partner of two private equity partnerships, First New England
Capital L.P. and First New England Capital 2 L.P., based in Hartford,
Connecticut. Mr. Klaffky also serves as a director of Centrum Industries, a
manufacturing company in the metal forming, material handling and motor
production industries. Mr. Klaffky is a graduate of Brown University and holds a
M.B.A. degree from Columbia University.
 
    EARL R. LEWIS has served as a director of Harvard Bioscience since
October 2000. Mr. Lewis has served in various capacities with Thermo Instrument
Systems (now merged into Thermo Electron Corporation) since 1986 and was
subsequently named President in 1997 and Chief Executive Officer in 1998.
ThermoElectron Corporation develops, manufactures and markets measuring and
controlling devices. Mr. Lewis is Chairman of Thermo BioAnalysis Corporation,
Thermo Vision Corporation, Thermo Optek Corporation, ThermoQuest Corporation,
each of which is a developer of laboratory analytical instruments, and ONIX
Systems, Inc., a developer of measuring and controlling devices. Mr. Lewis is a
director of SpectRx, Inc., an electromedical and electrotherapeutic company,
Metrika Systems Corporation, a developer of industrial instruments for
measurement, display and control, and ThermoSpectra Corporation, a developer of
instruments for measuring and testing of electricity and electric signals.
 
                                       45

<PAGE>
BOARD COMPOSITION
 
    Following the closing of this offering, our board of directors will be
divided into three classes, each of whose members will serve for a staggered
three-year term. Our board of directors will consist of Messrs. Dick, Dishman
and Klaffky as Class I directors, whose term of office will continue until the
2001 annual meeting of stockholders, Messrs. Green and Kennedy as Class II
directors, whose term of office will continue until the 2002 annual meeting of
stockholders, and Messrs. Graziano and Lewis as Class III directors, whose term
of office will continue until the 2003 annual meeting of stockholders. At each
annual meeting of stockholders, a class of directors will be elected for a
three-year term to succeed the directors of the same class whose terms are then
expiring.
 
BOARD COMMITTEES
 
    Effective upon the closing of this offering, our board of directors will
reconstitute the audit committee and compensation committee.
 
    AUDIT COMMITTEE.  The members of the audit committee will be responsible for
recommending to the board of directors the engagement of our outside auditors
and reviewing our accounting controls and the results and scope of audits and
other services provided by our auditors. Our audit committee will consist of
three independent directors.
 
    COMPENSATION COMMITTEE.  The members of the compensation committee, a
majority of whom will be independent directors, will be responsible for
approving or recommending to the board of directors the amount and type of
consideration to be paid to senior management, administering our stock option
plans and establishing and reviewing general policies relating to compensation
and benefits of employees.
 
DIRECTOR COMPENSATION
 
    We reimburse our non-employee directors for their expenses incurred in
connection with attending board and committee meetings but do not provide cash
compensation for their services as board or committee members. Directors are
eligible to participate in our 2000 Stock Option and Incentive Plan. Each of our
non-employee directors, other than Messrs. Dick and Klaffky, will receive a
one-time option grant of 10,000 shares vesting annually over three years upon
joining the board and an annual option grant of 2,500 shares vesting annually
over three years on the date of each annual meeting of stockholders following
the closing of this offering. The exercise price for each of these option grants
will be equal to the fair market value of the underlying shares of our common
stock on the date of grant.
 

EXECUTIVE COMPENSATION
 
    The following table sets forth the total compensation paid or accrued in the
fiscal year ended December 31, 1999 to our Chief Executive Officer and the three
other executive officers whose aggregate compensation exceeded $100,000.
 
                                       46

<PAGE>
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                         LONG-TERM
                                                 ANNUAL COMPENSATION   COMPENSATION
                                                 -------------------   -------------
                                                                          NUMBER
                                                                       OF SECURITIES
                                                                        UNDERLYING         ALL
                                                                          OPTIONS         OTHER
NAME AND POSITION                                 SALARY     BONUS        GRANTED      COMPENSATION
-----------------                                --------   --------   -------------   ------------
<S>                                              <C>        <C>        <C>             <C>
Chane Graziano ................................  $219,000   $232,000       458,257        $19,592(1)
  Chief Executive Officer
 
David Green ...................................   175,000    186,000       458,257         15,507(2)
  President
 
Mark A. Norige ................................   108,000     35,000            --          5,447(3)
  Chief Operating Officer
 
Susan M. Luscinski ............................    95,000     47,500            --          4,832(3)
  Vice President of Finance and Administration
</TABLE>

 
------------------------------
(1) Includes $7,357 in automobile lease payments, $7,520 in contributions by us
    to Mr. Graziano's 401(k) account and $4,715 representing life insurance
    purchased for Mr. Graziano's benefit.
 
(2) Includes $7,687 in automobile lease payments, $7,165 in contributions by us
    to Mr. Green's 401(k) account and $655 representing life insurance purchased
    for Mr. Green's benefit.
 
(3) Represents contributions by us to the executive officers' 401(k) accounts.
 
OPTION GRANTS IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END
 
    The following table provides information regarding stock options granted to
the named executive officers during the fiscal year ended December 31, 1999.
 
                       OPTION GRANTS IN FISCAL YEAR 1999
 

<TABLE>
<CAPTION>
                                                                                                  POTENTIAL REALIZABLE
                                                      INDIVIDUAL GRANTS                             VALUE AT ASSUMED
                              -----------------------------------------------------------------      ANNUAL RATE OF
                                         NUMBER OF    PERCENT OF TOTAL                                 STOCK PRICE
                                         SECURITIES       OPTIONS                                     APPRECIATION
                                         UNDERLYING      GRANTED TO      EXERCISE                  FOR OPTION TERM(3)
                              DATE OF     OPTIONS       EMPLOYEES IN       PRICE     EXPIRATION   ---------------------
NAME                           GRANT     GRANTED(1)    FISCAL YEAR(2)    PER SHARE      DATE         5%          10%
----                          --------   ----------   ----------------   ---------   ----------   ---------   ---------
<S>                           <C>        <C>          <C>                <C>         <C>          <C>         <C>
Chane Graziano..............  3/2/1999    458,257            50%          $1.0461     3/2/2009    $301,480    $764,009
 
David Green.................  3/2/1999    458,257            50%           1.0461     3/2/2009     301,480     764,009
</TABLE>

 
--------------------------
(1) The options, as amended in September 2000, vest upon the sale of all or
    substantially all of our assets or capital stock for a price per share of
    common stock of at least $2.09, or if our fair market value at any time
    prior to December 31, 2000 results in a per share valuation, on a
    fully-diluted basis, of not less than $2.09 per share. The exercise price of
    the options is equal to the fair market value of our common stock on the
    date of grant.
 
(2) Based on an aggregate of 916,514 options granted in fiscal 1999.
 
(3) The amounts shown as potential realizable value illustrate what might be
    realized upon exercise immediately prior to expiration of the option term
    using the 5% and 10% appreciation rates compounded annually as established
    in regulations of the Securities and Exchange Commission.
 
                                       47

<PAGE>
    The following table sets forth the potential realizable value of the options
    granted to the listed executive officers using our assumed initial public
    offering price of $12.00 per share:
 

<TABLE>
<CAPTION>
                                                                            POTENTIAL REALIZABLE
                                                                              VALUE AT ASSUMED
                                                                              ANNUAL RATES OF
                                                                                STOCK PRICE
                                                           NUMBER OF            APPRECIATION
                                                          SECURITIES          FOR OPTION TERM
                                                          UNDERLYING      ------------------------
                                                        OPTIONS GRANTED       5%           10%
                                                        ---------------   ----------   -----------
<S>                                                     <C>               <C>          <C>
Chane Graziano........................................      458,257       $8,478,047   $13,783,827
 
David Green...........................................      458,257       $8,478,047   $13,783,827
</TABLE>

 
    The potential realizable value is not intended to predict future
    appreciation of the price of our common stock. The values shown do not
    consider non-transferability, vesting or termination of the options upon
    termination of the employee's employment relationship with us.
 
FISCAL YEAR-END OPTION VALUES
 
    The following table sets forth information concerning the number and value
of unexercised options to purchase common stock held as of December 31, 1999 by
the executive officers listed in the Summary Compensation Table. There was no
public trading market for our common stock as of December 31, 1999. Accordingly,
the values of the unexercised in-the-money options have been calculated on the
basis of the estimated fair value of our common stock at December 31, 1999 of
$3.67, less the applicable exercise price multiplied by the number of shares
which may be acquired on exercise. None of the executive officers listed in the
Summary Compensation Table exercised any stock options in fiscal 1999.
 
           AGGREGATE OPTION AMOUNTS AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                   NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                  UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                                OPTIONS AT FISCAL YEAR-END        AT FISCAL YEAR-END
                                                ---------------------------   ---------------------------
NAME                                            EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                            -----------   -------------   -----------   -------------
<S>                                             <C>           <C>             <C>           <C>
Chane Graziano................................    783,808        570,229      $2,872,746     $1,610,825
 
David Green...................................    783,808        570,229       2,872,746      1,610,825
 
Mark A. Norige................................     55,976         55,996         204,366        204,438
 
Susan M. Luscinski............................     83,965         28,007         307,742        102,653
</TABLE>

 
BENEFIT PLANS
 
    2000 STOCK OPTION AND INCENTIVE PLAN.  Our board of directors has adopted
the 2000 Stock Option and Incentive Plan, subject to stockholder approval. The
2000 Stock Option and Incentive Plan will be submitted to our stockholders for
approval in November 2000. The 2000 Stock Option and Incentive Plan allows for
the issuance of up to 3,750,000 shares of common stock plus an additional amount
equal to 15% of any net increase in the total number of shares of common stock
outstanding after this offering. Our compensation committee will administer the
2000 Stock Option and Incentive Plan.
 
    Under the 2000 Stock Option and Incentive Plan, our compensation committee
may:
 
    - grant incentive stock options,
 
    - grant non-qualified stock options,
 
    - grant stock appreciation rights,
 
    - issue or sell common stock with vesting or other restrictions, or without
      restrictions,
 
                                       48

<PAGE>
    - grant rights to receive common stock in the future with or without
      vesting,
 
    - grant common stock upon the attainment of specified performance goals, and
 
    - grant dividend rights in respect of common stock.
 
    These grants and issuances may be made to our officers, employees,
directors, consultants, advisors and other key persons.
 
    Our compensation committee has the right, in its discretion, to select the
individuals eligible to receive awards, determine the terms and conditions of
the awards granted, accelerate the vesting schedule of any award and generally
administer and interpret the plan.
 
    The exercise price of options granted under the 2000 Stock Option and
Incentive Plan is determined by our compensation committee. Under present law,
incentive stock options and options intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code of 1986 may not
be granted at an exercise price less than the fair market value of the common
stock on the date of grant, or less than 110% of the fair market value in the
case of incentive stock options granted to optionees holding more than 10% of
the voting power.
 
    Non-qualified stock options may be granted at prices which are less than the
fair market value of the underlying shares on the date granted. Options are
typically subject to vesting schedules, terminate 10 years from the date of
grant and may be exercised for specified periods after the termination of the
optionee's employment or other service relationship with us. Upon the exercise
of options, the option exercise price must be paid in full either in cash or by
certified or bank check or other instrument acceptable to the committee or, in
the sole discretion of the committee, by delivery of shares of common stock that
have been owned by the optionee free of restrictions for at least six months.
 
    The 2000 Stock Option and Incentive Plan and all awards issued under the
plan will terminate upon a merger, reorganization or consolidation, the sale of
all or substantially all of our assets or all of our outstanding capital stock
or a liquidation or other similar transaction, unless Harvard Bioscience and the
other parties to such transactions have agreed otherwise. All participants under
the 2000 Stock Option and Incentive Plan will be permitted to exercise for a
period of 30 days before any such termination all awards held by them which are
then exercisable or will become exercisable upon the closing of the transaction.
 
    EMPLOYEE STOCK PURCHASE PLAN.  The Employee Stock Purchase Plan was adopted
by our board of directors in October 2000 subject to stockholder approval. The
Employee Stock Purchase Plan will be submitted to stockholders in November 2000.
Up to 500,000 shares of our common stock may be issued under the Employee Stock
Purchase Plan. The Employee Stock Purchase Plan is administered by our
compensation committee.
 
    The first offering under the Employee Stock Purchase Plan will commence on
January 1, 2001 and end on June 30, 2001. Subsequent offerings will commence on
each January 1 and July 1 thereafter and will have a duration of six months.
Generally, all employees who are customarily employed for more than 20 hours per
week as of the first day of the applicable offering period are eligible to
participate in the Employee Stock Purchase Plan. Any employee who owns or is
deemed to own shares of stock representing in excess of 5% of the combined
voting power of all classes of our stock may not participate in the Employee
Stock Purchase Plan.
 
    During each offering, an employee may purchase shares under the Employee
Stock Purchase Plan by authorizing payroll deductions of up to 10% of his cash
compensation during the offering period. Unless the employee has previously
withdrawn from the offering, his accumulated payroll deductions will be used to
purchase shares of our common stock on the last business day of the period at a
price equal to 85% of the fair market value of our common stock on the first or
last day of the offering period, whichever is lower. Under applicable tax rules,
an employee may purchase no more than
 
                                       49

<PAGE>
$25,000 worth of our common stock in any calendar year under the Employee Stock
Purchase Plan. We have not issued any shares to date under the Employee Stock
Purchase Plan.
 
    1996 STOCK OPTION AND GRANT PLAN.  Our 1996 Stock Option and Grant Plan was
initially approved by our board of directors and was approved by our
stockholders in March 1996. Our 1996 Stock Option and Grant Plan provides for
the issuance of 4,072,480 shares of our common stock. As of October 15, 2000,
options to purchase 599,096 shares of our common stock were outstanding under
our 1996 Stock Option and Grant Plan. Options granted under our 1996 Stock
Option and Grant Plan generally vest over four years and terminate on the tenth
anniversary of the date of grant. We will not make any additional grants under
our 1996 Stock Option and Grant Plan after the completion of this offering.
 
EMPLOYMENT ARRANGEMENTS
 
    We anticipate entering into employment agreements with each of Messrs.
Graziano, Green and Warren. Each proposed agreement is for a period of two
years, other than Mr. Warren's agreement which is for one year. Messrs. Graziano
and Green's agreement automatically extends for two additional years on the
second anniversary date and Mr. Warren's agreement automatically extends for one
additional year on the anniversary date unless either party has given notice
that it does not wish to extend the agreement. Each agreement provides for the
payment of base salary and incentive compensation and for the provision of
certain fringe benefits to the executive. Under their respective employment
agreements, the annual salary for Mr. Graziano is $275,000, the annual salary
for Mr. Green is $225,000 and the annual salary for Mr. Warren is $185,000. The
agreements require our executive officers to refrain from competing with us and
from soliciting our employees for a period of 12 months following termination
for any reason. Each agreement also provides for certain payments and benefits
for an executive officer should his or her employment with us be terminated
because of death or disability, by the executive for good reason or by us
without cause, as further defined in the agreements. In general, in the case of
a termination by the executive officer for good reason, or by us without cause,
the executive officer will receive up to two years' salary and bonus in the
cases of Messrs. Graziano and Green and one years' salary and bonus in the case
of Mr. Warren, an extension of benefits for one year and an acceleration of
vesting for stock options and restricted stock which otherwise would vest during
the next twenty-four months. Upon a change of control, as defined in the
agreements, the executive officer is eligible for payment of up to three years'
salary and bonus in the cases of Messrs. Graziano and Green and one-and-a-half
years' salary and bonus in the case of Mr. Warren, an extension of benefits for
one year and an acceleration of vesting for all outstanding stock options and
restricted stock.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Messrs. Dick and Klaffky are the members of our compensation committee.
Neither Mr. Dick nor Mr. Klaffky is an executive officer of our company or has
received any compensation from us within the last three years other than in his
capacity as a director.
 
                                       50

<PAGE>
                  RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
STOCK REDEMPTIONS AND LOAN REPAYMENTS WITH STOCKHOLDERS
 
    In March 1996, our business was acquired by a group that was led by our
current management team of Chane Graziano, our Chief Executive Officer, and
David Green, our President, and that also included Paul Grindle, a former member
of our board of directors, Ascent Venture Partners, L.P. (formerly known as
Pioneer Venture Limited Partnership), Ascent Venture Partners II, L.P. (formerly
known as Pioneer Venture Limited Partnership II) and First New England Capital,
L.P. In connection with this acquisition, we issued redeemable preferred stock
for an aggregate purchase price of $1.5 million and subordinated debentures with
an aggregate principal amount of $1.0 million to our investors. The redeemable
preferred stock pays cumulative dividends at the rate of $0.26 per share
quarterly in arrears and the subordinated debentures bear interest at an annual
rate of 13% payable quarterly in arrears. The terms of the redeemable preferred
stock and the subordinated debentures require us to redeem or repay these
instruments upon the completion of this offering. A portion of the proceeds of
this offering will be used to retire the redeemable preferred stock and the
subordinated debentures. The redemption of the preferred stock and the
retirement of the subordinated debentures will result in payments of
approximately $167,000 to Mr. Graziano, our Chief Executive Officer and a member
of our board of directors, $500,000 to Ascent Venture Partners, L.P.,
$1.0 million to Ascent Venture Partners II, L.P. and $500,000 to First New
England Capital, L.P. Christopher W. Dick, a member of our board of directors,
is a Managing Director of Ascent Venture Management, Inc., the general partner
of Ascent Venture Partners, L.P., and Ascent Management SBIC Corp., the general
partner of Ascent Venture Partners II, L.P., and Richard C. Klaffky, Jr., a
member of our board of directors, is the President of FINEC Corp., the general
partner of First New England Capital, L.P.
 
TRANSACTIONS WITH AN AFFILIATE OF AN EXECUTIVE OFFICER
 
    In March 1996, we acquired our business from a company now known as Harvard
Clinical Technology Inc. Following this acquisition, we entered into several
transition-related transactions with Harvard Clinical. In 1997, we sold Harvard
Clinical several items of furniture, fixtures, appliances and equipment, leased
Harvard Clinical office space on the same terms as the underlying lease with the
third-party landlord, provided transition support services and assumed Harvard
Clinical's obligations to pay $10,000 in professional fees in exchange for
1,529,180 shares of our common stock held by a principal stockholder of Harvard
Clinical at an agreed upon value of $0.11 per share. The assets purchased by
Harvard Clinical had an aggregate purchase price of approximately $93,000, which
reflected their estimated fair market value as determined by Mr. Graziano, our
Chief Executive Officer, and the value at which they were recorded on our
balance sheet. We originally purchased these assets as part of the March 1996
acquisition of our business. We believe that each of these transactions was
consummated on terms at least as favorable to us as could have been obtained
from unaffiliated parties. Diane Green, who is an officer, director and
stockholder of Harvard Clinical, is the spouse of Mr. Green, our President and a
member of our board of directors.
 
LOANS TO OFFICERS IN CONNECTION WITH OPTION EXERCISES
 
    In September 2000, Mr. Graziano, our Chief Executive Officer, and
Mr. Green, our President, each exercised options to purchase 740,228 shares of
our common stock. Each of these officers paid substantially all of the exercise
price for these shares by issuing promissory notes to the Company. The aggregate
loans to Mr. Graziano are $789,000 and to Mr. Green are $789,000 pursuant to
these promissory notes. Each of these promissory notes is due in September 2003
and bears interest at an annual rate of 10%. These promissory notes are secured
by a pledge of all of the shares for which the exercise price was paid with the
respective promissory notes as well as additional shares held by each of these
officers.
 
                                       51

<PAGE>
CONSULTING RELATIONSHIP WITH FORMER DIRECTOR
 
    Mr. Grindle, a member of our board of directors until October 2000, was
retained by us as a consultant to provide general marketing and other advice to
our senior management team and to review all of the revisions to our catalog
from March 1996 to September 2000 when the consulting agreement was terminated.
In connection with this consulting agreement, Mr. Grindle received consulting
fees of $294,583 for the nine months ended September 30, 2000 and $258,437,
$262,040 and $268,030 for the years ended December 31, 1999, 1998 and 1997,
respectively. Mr. Grindle is no longer affiliated with us.
 
                                       52

<PAGE>
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
    The following table sets forth information regarding the beneficial
ownership of Harvard Bioscience common stock as of October 15, 2000 and on an as
adjusted basis to reflect the sale of the common stock offered hereby by:
 
    - all persons known by us to own beneficially 5% or more of the common
      stock,
 
    - each of our directors,
 
    - the executive officers listed in the summary compensation table,
 
    - the stockholder selling shares in this offering, and
 
    - all of our directors and executive officers as a group.
 
    The number of shares beneficially owned by each stockholder is determined
under rules issued by the Securities and Exchange Commission and includes voting
or investment power with respect to securities. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting power or investment power and includes any shares as to which the
individual or entity has the right to acquire beneficial ownership within
60 days after October 15, 2000 through the exercise of any warrant, stock option
or other right. The inclusion in this prospectus of such shares, however, does
not constitute an admission that the named stockholder is a direct or indirect
beneficial owner of such shares. Unless otherwise indicated, the address of all
listed stockholders is c/o Harvard Bioscience, Inc., 84 October Hill Road,
Holliston, MA 01746-1371.
 

<TABLE>
<CAPTION>
                                                        BENEFICIAL OWNERSHIP                 BENEFICIAL OWNERSHIP
                                                        PRIOR TO OFFERING(1)                  AFTER OFFERING(1)
                                                       ----------------------   SHARES TO   ----------------------
NAME OF BENEFICIAL OWNER                                 SHARES      PERCENT     BE SOLD      SHARES      PERCENT
------------------------                               ----------   ---------   ---------   ----------   ---------
<S>                                                    <C>          <C>         <C>         <C>          <C>
Christopher W. Dick(2) ..............................   6,465,037     34.9%           --     6,465,037     26.1%
  255 State Street
  Boston, MA 02109
 
Chane Graziano(3) ...................................   5,089,929     27.5%           --     5,089,929     20.5%
 
Ascent Venture Partners II, L.P.(4) .................   3,927,651     21.2%           --     3,927,651     15.8%
  255 State Street
  Boston, MA 02109
 
David Green .........................................   3,479,386     18.8%      172,450     3,306,936     13.3%
 
Ascent Venture Partners, L.P.(5) ....................   2,537,386     13.7%           --     2,537,386     10.2%
  255 State Street
  Boston, MA 02109
 
First New England Capital, L.P.(6) ..................   1,963,825     10.6%           --     1,963,825      7.9%
  100 Pearl Street
  Hartford, CT 06103
 
Richard C. Klaffky(7) ...............................   1,963,825     10.6%           --     1,963,825      7.9%
  100 Pearl Street
  Hartford, CT 06103
 
NEGF, II, L.P.(8) ...................................     955,935      5.2%           --       955,935      3.9%
  One Boston Place
  Suite 2100
  Boston, MA 02108
 
Susan M. Luscinski ..................................     111,972        *            --       111,972        *
 
Mark A. Norige ......................................      83,964        *            --        83,964        *
 
Robert Dishman ......................................          --        *            --            --        *
 
John F. Kennedy .....................................          --        *            --            --        *
 
Earl R. Lewis .......................................          --        *            --            --        *
 
All executive officers and directors, as a group
  (9 persons) .......................................  17,194,113     92.8%      172,450    17,021,663     68.7%
</TABLE>

 
--------------------------
 
  *  Represents less than 1% of the outstanding shares of common stock.
 
                                       53

<PAGE>
 (1) All percentages assume the underwriters do not elect to exercise the
     over-allotment option to purchase an additional 937,500 shares of common
     stock. The number of shares of common stock set forth herein includes
     shares to be issued upon completion of this offering pursuant to the
     conversion of all outstanding shares of our series B convertible preferred
     stock into shares of common stock and the exercise of all outstanding
     warrants to purchase shares of our common stock.
 
 (2) Consists solely of the shares described in notes (4) and (5) below, of
     which Mr. Dick may be considered the beneficial owner. Mr. Dick disclaims
     beneficial ownership of such shares, except to the extent of his pecuniary
     interest therein.
 
 (3) Includes 1,291,004 shares held by two trusts for the benefit of
     Mr. Graziano's children, of which Mr. Graziano is a trustee.
 
 (4) Ascent Management SBIC Corp. is the general partner of Ascent Venture
     Management II, L.P., which is the general partner of Ascent Venture
     Partners II, L.P., which exercises sole voting and investment power with
     respect to all of the shares held of record by Ascent Venture Partners II,
     L.P. Mr. Dick, a member of our board of directors, is the Managing Director
     of Ascent Management SBIC Corp. Mr. Dick disclaims any beneficial ownership
     of the shares held by Ascent Venture Partners II, L.P., except to the
     extent of his pecuniary interest therein.
 
 (5) Ascent Venture Management, Inc. is the general partner of Ascent Venture
     Partners, L.P., which exercises sole voting and investment power with
     respect to all of the shares held of record by Ascent Venture Partners,
     L.P. Mr. Dick, a member of our board of directors, is the Managing Director
     of Ascent Venture Management, Inc. Mr. Dick disclaims any beneficial
     ownership of the shares held by Ascent Venture Partners, L.P., except to
     the extent of his pecuniary interest therein.
 
 (6) FINEC Corp. is the general partner of First New England Capital, L.P.,
     which exercises sole voting and investment power with respect to all of the
     shares held of record by First New England Capital, L.P. Mr. Klaffky, a
     member of our board of directors, is the President of FINEC Corp.
     Mr. Klaffky disclaims any beneficial ownership of the shares held by First
     New England Capital, L.P., except to the extent of his pecuniary interest
     therein.
 
 (7) Consists solely of the shares described in note (6) above, of which
     Mr. Klaffky may be considered the beneficial owner. Mr. Klaffky disclaims
     beneficial ownership of such shares, except to the extent of his pecuniary
     interest therein.
 
 (8) NEGF Ventures, Inc. is the general partner of New England Partners, II,
     L.P., which is the general partner of NEGF II, L.P. NEGF Ventures, Inc.
     exercises sole voting and investment power with respect to all of the
     shares held of record by NEGF II, L.P. Individually, no stockholder,
     director or officer of NEGF Ventures, Inc. is deemed to have or share such
     voting or investment power.
 
                                       54

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK
 
    Following this offering, our authorized capital stock will consist of
80,000,000 shares of common stock and 5,000,000 shares of undesignated preferred
stock, issuable in one or more series designated by our board of directors. No
other class of capital stock will be authorized. Prior to this offering, our
common stock was held by seven stockholders of record. The following information
relates only to our certificate of incorporation and by-laws, as they will exist
after this offering.
 
COMMON STOCK
 
    VOTING RIGHTS.  The holders of our common stock have one vote per share.
Holders of our common stock are not entitled to vote cumulatively for the
election of directors. Generally, all matters to be voted on by stockholders
must be approved by a majority, or, in the case of election of directors, by a
plurality, of the votes cast at a meeting at which a quorum is present, voting
together as a single class, subject to any voting rights granted to holders of
any then outstanding preferred stock.
 
    DIVIDENDS.  Holders of common stock will share ratably in any dividends
declared by our board of directors, subject to the preferential rights of any
preferred stock then outstanding. Dividends consisting of shares of common stock
may be paid to holders of shares of common stock.
 
    OTHER RIGHTS.  Upon our liquidation, dissolution or winding up, all holders
of common stock are entitled to share ratably in any assets available for
distribution to holders of shares of common stock. No shares of common stock are
subject to redemption or have preemptive rights to purchase additional shares of
common stock.
 
PREFERRED STOCK
 
    Our certificate of incorporation provides that 5,000,000 shares of preferred
stock may be issued from time to time in one or more series. Our board of
directors is authorized to fix the voting rights, if any, designations, powers,
preferences, qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our board of directors may, without stockholder
approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common
stock and could have anti-takeover effects, including preferred stock or rights
to acquire preferred stock in connection with implementing a shareholder rights
plan. We have no present plans to issue any shares of preferred stock. The
ability of our board of directors to issue preferred stock without stockholder
approval could have the effect of delaying, deferring or preventing a change of
control with respect to our company or the removal of existing management.
 
WARRANTS
 
    As of October 15, 2000, we had outstanding warrants to purchase 8,509,905
shares of common stock at an exercise price of $0.0005 per share. The warrants
will expire on March 15, 2003. These warrants will be exercised in connection
with this offering.
 
REGISTRATION RIGHTS
 
    Following this offering, the holders of 17,208,101 shares of our common
stock will have rights with respect to registration of these shares under the
Securities Act of 1933. These rights are provided under the terms of a
securityholders agreement between us and certain of the holders of registrable
securities. Under these registration rights, holders of registrable securities
holding 30% or more of the then outstanding registrable securities held by all
holders of registrable securities may require on two occasions that we register
their shares for public resale. In addition, certain holders of registrable
securities may require that we register their shares for public resale on
Form S-3 or similar short-form registration, if we are eligible to use Form S-3
or similar short form registration and the value of the
 
                                       55

<PAGE>
securities to be registered is at least $2,000,000. If we elect to register any
of our shares of common stock for any public offering, the holders of
registrable securities are entitled to include shares of common stock in the
registration. However, we may reduce the number of shares proposed to be
registered in view of market conditions. We will pay all expenses in connection
with any registration, other than underwriting discounts and commissions.
 
INDEMNIFICATION MATTERS
 
    Prior to the offering, we will have entered into indemnification agreements
with each of our directors. The form of indemnification agreement provides that
we will indemnify our directors for expenses incurred because of their status as
a director to the fullest extent permitted by Delaware law, our certificate of
incorporation and our by-laws.
 
    Our certificate of incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation Law
or obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws and does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. Our by-laws provide that directors and officers shall
be, and in the discretion of our board of directors, non-officer employees may
be, indemnified by us to the fullest extent authorized by Delaware law, as it
now exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of us. Our
by-laws also provide for the advancement of expenses to directors and, in the
discretion of our board of directors, to officers and non-officer employees. In
addition, our by-laws provide that the right of directors and officers to
indemnification shall be a contract right and shall not be exclusive of any
other right now possessed or hereafter acquired under any by-law, agreement,
vote of stockholders or otherwise. We also have directors' and officers'
insurance against certain liabilities. We believe that the indemnification
agreements, together with the limitation of liability and indemnification
provisions of our certificate of incorporation and by-laws and directors' and
officers' insurance will assist us in attracting and retaining qualified
individuals to serve as our directors and officers.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be provided to directors, officers or persons controlling us as
described above, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. At present, there is no
pending material litigation or proceeding involving any of our directors,
officers, employees or agents in which indemnification will be required or
permitted.
 
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS THAT MAY HAVE
  ANTI-TAKEOVER EFFECTS
 
    Certain provisions of our certificate of incorporation and by-laws described
below, as well as the ability of our board of directors to issue shares of
preferred stock and to set the voting rights, preferences and other terms
thereof, may be deemed to have an anti-takeover effect and may discourage
takeover attempts not first approved by our board of directors, including
takeovers which particular stockholders may deem to be in their best interests.
These provisions also could have the effect of discouraging open market
purchases of our common stock because they may be considered disadvantageous by
a stockholder who desires subsequent to such purchases to participate in a
business combination transaction with us or to elect a new director to our
board.
 
                                       56

<PAGE>
    NO STOCKHOLDER ACTION BY WRITTEN CONSENT
 
    Our certificate of incorporation provides that any action required or
permitted to be taken by our stockholders at an annual or special meeting of
stockholders must be effected at a duly called meeting and may not be taken or
effected by a written consent of stockholders.
 
    SPECIAL MEETINGS OF STOCKHOLDERS
 
    Our certificate of incorporation and by-laws provide that a special meeting
of stockholders may be called only by our board of directors. Our by-laws
provide that only those matters included in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law.
 
    ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
 
    Our by-laws include advance notice and informational requirements and time
limitations on any director nomination or any new proposal which a stockholder
wishes to make at an annual meeting of stockholders. For the first annual
meeting following the completion of this offering, a stockholder's notice of a
director nomination or proposal will be timely if delivered to our secretary at
our principal executive offices not later than the close of business on the
later of the 75th day prior to the scheduled date of such annual meeting or the
10th day following the day on which public announcement of the date of such
annual meeting is made by us.

 
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
 
    As required by Delaware law, any amendment to our certificate of
incorporation must first be approved by a majority of our board of directors
and, if required by law, thereafter approved by a majority of the outstanding
shares entitled to vote with respect to such amendment, except that any
amendment to the provisions relating to stockholder action by written consent,
directors, limitation of liability and the amendment of our certificate of
incorporation must be approved by not less than 75% of the outstanding shares
entitled to vote with respect to such amendment.
 
AMENDMENT OF BY-LAWS
 
    Our certificate of incorporation and by-laws provide that our by-laws may be
amended or repealed by our board of directors or by the stockholders. Such
action by the board of directors requires the affirmative vote of a majority of
the directors then in office. Such action by the stockholders requires the
affirmative vote of at least 75% of the shares present in person or represented
by proxy at an annual meeting of stockholders or a special meeting called for
such purpose unless our board of directors recommends that the stockholders
approve such amendment or repeal at such meeting, in which case such amendment
or repeal only requires the affirmative vote of a majority of the shares present
in person or represented by proxy at the meeting.
 
STATUTORY BUSINESS COMBINATION PROVISION
 
    Following the offering, we will be subject to Section 203 of the Delaware
General Corporation Law, which prohibits a publicly-held Delaware corporation
from consummating a "business combination," except under certain circumstances,
with an "interested stockholder" for a period of three years after the date such
person became an "interested stockholder" unless:
 
    - before such person became an interested stockholder, the board of
      directors of the corporation approved the transaction in which the
      interested stockholder became an interested stockholder or approved the
      business combination;
 
                                       57

<PAGE>
    - upon the closing of the transaction that resulted in the interested
      stockholder becoming such, the interested stockholder owned at least 85%
      of the voting stock of the corporation outstanding at the time the
      transaction commenced, excluding shares held by directors who are also
      officers of the corporation and shares held by employee stock plans; or
 
    - following the transaction in which such person became an interested
      stockholder, the business combination is approved by the board of
      directors of the corporation and authorized at a meeting of stockholders
      by the affirmative vote of the holders of at least two-thirds of the
      outstanding voting stock of the corporation not owned by the interested
      stockholder.
 
    The term "interested stockholder" generally is defined as a person who,
together with affiliates and associates, owns, or, within the prior three years,
owned, 15% or more of a corporation's outstanding voting stock. The term
"business combination" includes mergers, consolidations, asset sales involving
10% or more of a corporation's assets and other similar transactions resulting
in a financial benefit to an interested stockholder. Section 203 makes it more
difficult for an "interested stockholder" to effect various business
combinations with a corporation for a three-year period. A Delaware corporation
may "opt out" of Section 203 with an express provision in its original
certificate of incorporation or an express provision in its certificate of
incorporation or by-laws resulting from an amendment approved by holders of at
least a majority of the outstanding voting stock. Neither our certificate of
incorporation nor our by-laws contain any such exclusion.
 
TRADING ON THE NASDAQ NATIONAL MARKET SYSTEM
 
   
    We have been approved for quotation on the Nasdaq National Market under the
symbol "HBIO."
    
 
NO PREEMPTIVE RIGHTS
 
    No holder of any class of our stock has any preemptive right to purchase any
of our securities.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for our common stock will be Registrar and
Transfer Company.
 
                                       58

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Upon consummation of the offering, we will have outstanding 24,782,422
shares of common stock or 25,719,922 shares if the underwriters' over-allotment
option is exercised in full, in each case excluding shares underlying
outstanding options. Of these shares, all of the shares sold in this offering
(6,422,450 shares, or 7,359,950 shares if the underwriters' over-allotment
option is exercised in full) will be freely tradeable without restriction or
further registration under the Securities Act except for any shares purchased by
an "affiliate," which will be subject to the limitations of Rule 144 of the
Securities Act. As defined in Rule 144, an "affiliate" of an issuer is a person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the issuer. The remaining
outstanding shares of common stock will be "restricted securities" as defined in
Rule 144 and may not be resold in the absence of registration under the
Securities Act or pursuant to an exemption from such registration, including
exemptions provided by Rule 144.
 
    In addition, our executive officers, directors, and existing stockholders,
who own all of the shares of our capital stock outstanding prior to this
offering, have signed lock-up agreements in which they have agreed not to offer,
sell, contract to sell or otherwise dispose of any common stock or any
securities convertible into or exchangeable for common stock for a period of
180 days after the date of this prospectus without the prior written consent of
Thomas Weisel Partners LLC. Immediately following this offering, the shares
subject to the lock-up agreements will represent approximately 74% of the then
outstanding shares of common stock (71% if the underwriters' over-allotment
option is exercised in full). While the underwriters have indicated no present
intention to waive these restrictions, were they to do so, up to approximately
an additional 18,359,972 shares of our common stock could be available for sale
during the period following the offering, which could harm our stock price or
make it more difficult to sell our shares. Historically, factors that have led
underwriters to waive lock-up restrictions on a case by case basis include bona
fide gifts to charitable institutions and other small waivers which underwriters
reasonably believe will have minimal effect on the trading price of the common
stock of the applicable company.
 
RULE 144
 
    In general, under Rule 144, beginning 90 days after the date of this
prospectus, a person who has beneficially owned restricted shares for at least
one year, including persons who are affiliates, would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:
 
    - 1% of the then outstanding shares of our common stock, approximately
      247,824 shares immediately after this offering; or
 
    - the reported average weekly trading volume of our common stock during the
      four calendar weeks preceding a sale by such person.
 
    Sales under Rule 144 are also subject to manner-of-sale provisions, notice
requirements and the availability of current public information.
 
RULE 144(k)
 
    Under Rule 144(k), a person who has not been one of our affiliates during
the 90 days preceding a sale, and who has beneficially owned the shares proposed
to be sold for at least two years, is free to sell such shares without regard to
the volume, manner-of-sale or certain other limitations contained in Rule 144.
Upon completion of this offering, no holders of shares of our common stock will
be eligible to freely sell shares under Rule 144(k).
 
    Prior to this offering, there has been no public market for our common stock
and we can make no predictions about the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price of
our common stock prevailing from time to time. Future sales of substantial
 
                                       59

<PAGE>
amounts of our common stock in the public market, or the perception that such
sales may occur, may cause the market prices of our common stock to decline.
 
REGISTRATION RIGHTS
 
    After the 180-day period following the closing of this offering, the holders
of 17,208,101 shares of our common stock will have rights which require us to
register their shares for sale. See "Description of Capital Stock--Registration
Rights."
 
OPTIONS
 
    As of October 15, 2000, options to purchase 599,096 shares of our common
stock were outstanding. At some time following the effectiveness of the offering
chosen by the board of directors in its discretion, we intend to file a
registration statement on Form S-8 under the Securities Act to register all of
the shares of our common stock reserved for issuance under our 2000 Stock Option
and Incentive Plan, our Employee Stock Purchase Plan and our 1996 Stock Option
and Grant Plan. The filing of this registration statement will allow these
shares, other than those held by members of management who are deemed to be
affiliates, to be eligible for resale without restriction, subject to the
lock-up period related to this offering, or further registration upon issuance
to participants. After the effective date of the registration statement on
Form S-8 and, if applicable, the expiration of the lock-up period related to
this offering, shares purchased upon exercise of options granted pursuant to
these plans, generally will be available for resale in the public market by
non-affiliates without restriction. Sales by our affiliates of shares registered
on this registration statement are subject to all of the Rule 144 restrictions
except for the one-year minimum holding period requirement.
 
    In addition to possibly being able to sell option shares without restriction
under a Form S-8 registration statement when effective, persons other than our
affiliates are allowed under Rule 701 of the Securities Act to sell shares of
our common stock issued upon exercise of stock options beginning 90 days after
the date of this prospectus, subject only to the manner of sale provisions of
Rule 144 and to the lock-up period related to this offering. Our affiliates may
also begin selling option shares beginning 90 days after the date of this
prospectus but are subject to all of the Rule 144 restrictions except for the
one-year holding period requirement and to the 180-day lock-up period related to
this offering.
 
                                       60

<PAGE>

                                  UNDERWRITING
 
GENERAL
 
    Subject to the terms and conditions set forth in an agreement among the
underwriters and us, each of the underwriters named below, through their
representatives, Thomas Weisel Partners LLC, Dain Rauscher Incorporated and ING
Barings LLC have severally agreed to purchase from us the aggregate number of
shares of common stock set forth opposite its name below:
 

<TABLE>
<CAPTION>
                                                              NUMBER OF
UNDERWRITERS                                                   SHARES
------------                                                  ---------
<S>                                                           <C>
Thomas Weisel Partners LLC..................................
Dain Rauscher Incorporated..................................
ING Barings LLC.............................................
                                                              ---------
 
    Total...................................................  6,422,450
                                                              =========
</TABLE>

 
    Of the 6,422,450 shares to be purchased by the underwriters, 6,250,000
shares will be purchased from us and 172,450 shares will be purchased from our
president as a selling stockholder.
 
    The underwriting agreement provides that the obligations of the several
underwriters are subject to various conditions. The nature of the underwriters'
obligations commits them to purchase and pay for all of the shares of common
stock listed above if any are purchased.
 
    The underwriting agreement provides that we and the selling stockholder will
indemnify the underwriters against liabilities specified in the underwriting
agreement under the Securities Act or will contribute to payments that the
underwriters may be required to make relating to these liabilities.
 
    Thomas Weisel Partners LLC expects to deliver the shares of common stock to
purchasers on               , 2000.
 
OVER-ALLOTMENT OPTION
 
    We have granted a 30-day over-allotment option to the underwriters to
purchase up to a total of 937,500 additional shares of our common stock from us
at the initial public offering price, less the underwriting discounts and
commissions payable by us, as set forth on the cover page of this prospectus. If
the underwriters exercise this option in whole or in part, then each of the
underwriters will be separately committed, subject to conditions described in
the underwriting agreement, to purchase the additional shares of our common
stock in proportion to their respective commitments set forth in the table
above.
 
DETERMINATION OF OFFERING PRICE
 
    Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined through negotiations
between us and the representatives. In addition to prevailing market conditions,
the factors to be considered in determining the initial public offering price
will include:
 
    - the valuation multiples of publicly-traded companies that the
      representatives believe are comparable to us,
 
    - our financial information,
 
                                       61

<PAGE>
    - our history and prospects and the outlook for our industry,
 
    - an assessment of our management, our past and present operations, and the
      prospects for, and timing of, our future revenues,
 
    - the present state of our development and the progress of our business
      plan, and
 
    - the above factors in relation to market values and various valuation
      measures of other companies engaged in activities similar to ours.
 
    We cannot assure you that an active or orderly trading market will develop
for our common stock or that our common stock will trade in the public markets
subsequent to this offering at or above the initial offering price.
 
COMMISSIONS AND DISCOUNTS
 
    The underwriters propose to offer the shares of common stock directly to the
public at the public offering price set forth on the cover page of this
prospectus, and at this price less a concession not in excess of $      per
share of common stock to other dealers specified in a master agreement among
underwriters who are members of the National Association of Securities
Dealers, Inc. The underwriters may allow, and the other dealers specified may
reallow, concessions, not in excess of $      per share of common stock to these
other dealers. After this offering, the offering price, concessions and other
selling terms may be changed by the underwriters. Our common stock is offered
subject to receipt and acceptance by the underwriters and to other conditions,
including the right to reject orders in whole or in part.
 
    The following table summarizes the compensation to be paid to the
underwriters by us and the expenses payable by us:
 

<TABLE>
<CAPTION>
                                                                                   TOTAL
                                                                      -------------------------------
                                                                         WITHOUT            WITH
                                                          PER SHARE   OVER-ALLOTMENT   OVER-ALLOTMENT
                                                          ---------   --------------   --------------
<S>                                                       <C>         <C>              <C>
Public offering price...................................  $              $                $
Underwriting discount...................................
Proceeds, before expenses, to us........................
Proceeds, before expenses, to our president as a selling
  stockholder...........................................
</TABLE>

 
INDEMNIFICATION OF THE UNDERWRITERS
 
    We and the selling stockholder will indemnify the underwriters against some
civil liabilities, including liabilities under the Securities Act and
liabilities arising from breaches of our representations and warranties
contained in the underwriting agreement. If we are unable to provide this
indemnification, we will contribute to payments the underwriters may be required
to make in respect of those liabilities.
 
RESERVED SHARES
 
    The underwriters, at our request, have reserved for sale at the initial
public offering price up to 300,000 shares of common stock to be sold in this
offering for sale to our employees and other persons designated by us. The
number of shares available for sale to the general public will be reduced to the
extent that any reserved shares are purchased. Any reserved shares not purchased
in this manner will be offered by the underwriters on the same basis as the
other shares offered in this offering.
 
                                       62

<PAGE>
NO SALES OF SIMILAR SECURITIES
 
    Our directors, officers, selling stockholder and other stockholders holding
all of the outstanding shares of our capital stock prior to this offering have
agreed or have a contractual obligation to agree, subject to specified
exceptions, not to offer, sell, agree to sell, directly or indirectly, or
otherwise dispose of any shares of common stock or any securities convertible
into or exchangeable for shares of common stock without the prior written
consent of Thomas Weisel Partners LLC for a period of 180 days after the date of
this prospectus.
 
    We have agreed that for a period of 180 days after the date of this
prospectus we will not, without the prior written consent of Thomas Weisel
Partners LLC, offer, sell, or otherwise dispose of any shares of common stock,
except for the shares of common stock offered in the offering and the shares of
common stock issuable upon exercise of outstanding options and warrants on the
date of this prospectus.
 
INFORMATION REGARDING THOMAS WEISEL PARTNERS LLC
 
    Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners LLC has been named as a lead or co-manager on 148
completed transactions and has acted as a syndicate member in an additional 129
public offerings of equity securities. Thomas Weisel Partners LLC does not have
any material relationship with us or any of our officers, directors or other
controlling persons, except with respect to its contractual relationship with us
pursuant to the underwriting agreement entered into in connection with this
offering.
 
NASDAQ NATIONAL MARKET LISTING
 
   
    We have been approved for quotation on the Nasdaq National Market under the
symbol "HBIO."
    
 
DISCRETIONARY ACCOUNTS
 
    The underwriters do not expect sales of shares of common stock offered by
this prospectus to any accounts over which they exercise discretionary authority
to exceed five percent of the shares offered.
 
SHORT SALES, STABILIZING TRANSACTIONS AND PENALTY BIDS
 
    In order to facilitate this offering, persons participating in this offering
may engage in transactions that stabilize, maintain or otherwise affect the
price of our common stock during and after this offering. Specifically, the
underwriters may engage in the following activities in accordance with the rules
of the U.S. Securities and Exchange Commission.
 
    SHORT SALES.  Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from the issuer in the offering. The
underwriters may close out any covered short position by either exercising their
option to purchase shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. "Naked" short sales are any
sales in excess of such over-allotment option. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the common stock in the open
market after pricing that could adversely affect investors who purchase in the
offering.
 
                                       63

<PAGE>
    STABILIZING TRANSACTIONS.  The underwriters may make bids for or purchases
of the shares for the purpose of pegging, fixing or maintaining the price of the
shares, so long as stabilizing bids do not exceed a specified maximum.
 
    PENALTY BIDS.  If the underwriters purchase shares in the open market in a
stabilizing transaction or syndicate covering transaction, they may reclaim a
selling concession from the underwriters and selling group members who sold
those shares as part of this offering. Stabilization and syndicate covering
transactions may cause the price of the shares to be higher than it would be in
the absence of these transactions. The imposition of a penalty bid might also
have an effect on the price of the shares if it discourages resales of the
shares.
 
    The transactions above may occur on the Nasdaq National Market or otherwise.
Neither we nor the underwriters make any representation or prediction as to the
effect that the transactions described above may have on the price of the
shares. If these transactions are commenced, they may be discontinued without
notice at any time.
 

                                 LEGAL MATTERS
 
    The validity of the shares of common stock offered hereby will be passed
upon for us by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Various legal
matters related to the sale of the common stock offered hereby will be passed
upon for the underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., Boston, Massachusetts.
 

                                    EXPERTS
 
    The consolidated financial statements of Harvard Apparatus, Inc. and
subsidiaries as of December 31, 1998, 1999 and September 30, 2000, and for each
of the years ended December 31, 1997, 1998 and 1999, and for the nine months
ended September 30, 2000, have been included herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, appearing elsewhere herein, and the authority of said firm as
experts in auditing and accounting.
 
    The audited consolidated financial statements of Pharmacia & Upjohn
(Cambridge) Limited as of December 31, 1997 and 1998, and for each of the years
ended December 31, 1997 and 1998, have been included herein and in the
registration statement in reliance upon the report of PricewaterhouseCoopers,
independent chartered accountants, appearing elsewhere herein, and the authority
of said firm as experts in auditing and accounting.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
    We have filed with the Securities and Exchange Commission, or SEC, a
registration statement on Form S-1 (including the exhibits and schedules
thereto) under the Securities Act and the rules and regulations thereunder, for
the registration of the common stock offered hereby. This prospectus is part of
the registration statement. This prospectus does not contain all the information
included in the registration statement because we have omitted certain parts of
the registration statement as permitted by the SEC rules and regulations. For
further information about us and our common stock, you should refer to the
registration statement. Statements contained in this prospectus as to any
contract, agreement or other document referred to are not necessarily complete.
Where the contract or other document is an exhibit to the registration
statement, each statement is qualified by the provisions of that exhibit.
 
    You can inspect and copy the registration statement at the public reference
facility maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison
 
                                       64

<PAGE>
Street, Suite 1400, Chicago, Illinois 60661. You may call the SEC at
1-800-732-0330 for further information about the operation of the public
reference rooms. Copies of all or any portion of the registration statement can
be obtained from the Public Reference Section of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the registration
statement is publicly available through the SEC's site on the Internet's World
Wide Web, located at http://www.sec.gov.
 
    We will also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can also request copies of these
documents, for a copying fee, by writing to the SEC. We intend to furnish to our
stockholders annual reports containing audited financial statements for each
fiscal year.
 
                                       65

<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<S>                                                           <C>
HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
Independent Auditors' Report................................     F-2
Consolidated Balance Sheets at December 31, 1998 and 1999
  and September 30, 2000....................................     F-3
Consolidated Statements of Operations for the years ended
  December 31, 1997, 1998 and 1999 and the nine months ended
  September 30, 1999 (unaudited) and 2000...................     F-5
Consolidated Statements of Stockholders' Equity (Deficit)
  and Comprehensive Income (Loss) for the years ended
  December 31, 1997, 1998 and 1999 and the nine months ended
  September 30, 2000........................................     F-6
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1998 and 1999 and the nine months ended
  September 30, 1999 (unaudited) and 2000...................     F-7
Notes to Consolidated Financial Statements..................     F-8
 
PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
Directors' Report...........................................    F-28
Statement of Directors' Responsibilities....................    F-30
Report of the Auditors......................................    F-31
Profit and Loss Account for the years ended December 31,
  1997 and 1998.............................................    F-32
Balance Sheet for the years ended December 31, 1997 and
  1998......................................................    F-33
Cash Flow Statement for the years ended December 31, 1997
  and 1998..................................................    F-34
Notes to the Accounts.......................................    F-35
</TABLE>

 
                                      F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors
Harvard Apparatus, Inc.:
 
    We have audited the accompanying consolidated balance sheets of Harvard
Apparatus, Inc. and subsidiaries (the "Company") as of September 30, 2000,
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity (deficit) and comprehensive income (loss), and
cash flows for the nine months ended September 30, 2000 and for each of the
years in the three-year period ended December 31, 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Harvard Apparatus, Inc. and subsidiaries at September 30, 2000, December 31,
1999 and 1998, and the results of their operations and their cash flows for the
nine months ended September 30, 2000 and for each of the years in the three-year
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America.
 

/s/ KPMG LLP
KPMG LLP
October 19, 2000, except as to

note 20 which is
as of October 25, 2000
Boston, Massachusetts
 
                                      F-2

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                         DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,
                                                             1998            1999             2000
                                                         -------------   -------------   --------------
<S>                                                      <C>             <C>             <C>
                                        ASSETS (NOTES 6 AND 7)
 
Current assets:
  Cash and cash equivalents............................   $  956,771      $ 2,396,053     $ 2,148,880
  Trade accounts receivable, net of reserve for
    uncollectible accounts of $61,004 and $87,642 at
    December 31, 1998 and 1999, respectively, and
    $88,648 at September 30, 2000......................    1,659,766        4,191,850       3,878,152
  Other receivables and other assets...................       49,716          201,946         223,090
  Inventories (note 4).................................    1,656,318        2,849,670       3,679,735
  Catalog costs........................................      450,087           66,829         394,558
  Prepaid expenses.....................................      202,916          593,348         265,340
  Deferred tax asset (note 13).........................       96,736          987,853         344,714
                                                          ----------      -----------     -----------
      Total current assets.............................    5,072,310       11,287,549      10,934,469
                                                          ----------      -----------     -----------
 
Property, plant and equipment, net (notes 5 and 10)....      969,905        1,559,922       1,513,098
                                                          ----------      -----------     -----------
 
Other assets:
  Catalog costs, less current portion..................      163,497          165,419         193,712
  Deferred tax asset (note 13).........................       28,182          432,797         344,304
  Deferred initial public offering costs...............           --               --         596,365
  Goodwill, net of accumulated amortization of $27,661,
    $395,896 and $902,891 at December 31, 1998 and 1999
    and September 30, 2000, respectively (note 3)......      925,973        6,583,354       9,148,744
  Other assets (notes 3 and 12)........................       60,626          580,829         505,387
                                                          ----------      -----------     -----------
      Total other assets...............................   $1,178,278      $ 7,762,399     $10,788,512
                                                          ----------      -----------     -----------
                                                          $7,220,493      $20,609,870     $23,236,079
                                                          ==========      ===========     ===========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-3

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,
                                                           1998            1999             2000
                                                       -------------   -------------   --------------
<S>                                                    <C>             <C>             <C>
Current liabilities:
  Short-term debt (note 6)...........................   $1,050,000     $  2,200,000    $   3,150,000
  Current installments of long-term debt (note 7)....      190,389          794,173        1,556,618
  Trade accounts payable.............................      751,338        1,880,246        2,107,838
  Accrued income taxes payable (note 13).............      162,726          957,834          638,862
  Accrued expenses (note 17).........................      586,289        1,399,523        2,266,547
  Other liabilities..................................      101,271          272,731          183,478
  Current deferred income tax liability..............       24,524               --            6,011
                                                        ----------     ------------    -------------
      Total current liabilities......................    2,866,537        7,504,507        9,909,354
                                                        ----------     ------------    -------------
 
Long-term debt, less current installments (note 7)...      638,466        5,072,941        5,730,313
Deferred income tax liability (note 13)..............       37,601           48,649               --
                                                        ----------     ------------    -------------
      Total long-term liabilities....................      676,067        5,121,590        5,730,313
                                                        ----------     ------------    -------------
 
Commitments and contingencies (notes 8, 9, 10, 11,
  and 18)
 
Preferred stock, 600,000 shares authorized (note 8);
    Redeemable series "A" 469,300 shares issued and
      outstanding....................................    1,500,000        1,500,000        1,500,000
    Convertible and redeemable series "B" 48,500
      shares issued and outstanding..................           --        1,000,000        1,000,000
Common stock warrants (note 9).......................    1,500,352       31,194,371      102,114,613
                                                        ----------     ------------    -------------
      Total redeemable preferred stock and common
        stock warrants...............................    3,000,352       33,694,371      104,614,613
                                                        ----------     ------------    -------------
 
Stockholders' equity (deficit) (notes 9 and 14):
  Common stock, par value $.01 per share, 80,000,000
    shares authorized; 10,259,410 shares issued and
    outstanding at December 31, 1998 and 1999,
    13,727,365 shares issued and outstanding at
    September 30, 2000...............................      102,604          102,604          137,274
  Accumulated other comprehensive loss...............      (34,720)         (54,690)        (713,265)
  Additional paid-in capital--stock options..........           --        3,283,164        3,292,593
  Additional paid-in capital--common stock...........           --               --       14,838,792
  Retained earnings (accumulated deficit)............    1,277,398      (28,373,931)    (112,357,900)
  Notes receiveable..................................           --               --       (1,547,950)

  Treasury stock, 4,660,784 common shares, at cost...     (667,745)        (667,745)        (667,745)
                                                        ----------     ------------    -------------
      Total stockholders' equity (deficit)...........      677,537      (25,710,598)     (97,018,201)
                                                        ----------     ------------    -------------
                                                        $7,220,493     $ 20,609,870    $  23,236,079
                                                        ==========     ============    =============
</TABLE>

 
                See accompanying notes to financial statements.
 
                                      F-4

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                              YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                      ----------------------------------------   --------------------------
                                         1997          1998           1999          1999           2000
                                      -----------   -----------   ------------   -----------   ------------
                                                                                 (UNAUDITED)
<S>                                   <C>           <C>           <C>            <C>           <C>
Revenues (notes 15 and 19)..........  $11,464,157   $12,154,025   $ 26,177,814   $18,469,913   $ 22,069,026
Cost of goods sold..................    5,127,709     5,351,271     13,546,933     9,359,160     11,461,610
Stock compensation expense (note
  14)...............................           --            --             --            --        151,200
                                      -----------   -----------   ------------   -----------   ------------
    Gross profit....................    6,336,448     6,802,754     12,630,881     9,110,753     10,456,216
 
General and administrative
  expense...........................    2,338,423     2,317,021      4,146,564     2,926,818      3,733,613
Sales and marketing expense.........    1,672,388     1,721,606      2,448,505     1,841,771      2,358,965
Research and development............      206,497       324,792      1,187,584       840,767      1,207,522
Stock compensation expense (note
  14)...............................           --            --      3,283,164       937,138     13,180,743
Amortization of goodwill
  (note 3)..........................           --        27,661        368,235       251,843        423,126
                                      -----------   -----------   ------------   -----------   ------------
    Operating (loss) income.........    2,119,140     2,411,674      1,196,829     2,312,416    (10,447,753)
                                      -----------   -----------   ------------   -----------   ------------
 
Other (expense) income:
  Foreign currency (loss) gain......      (96,549)       21,418        (47,982)       60,967       (456,393)
  Common stock warrant interest
    expense (note 9)................     (116,574)   (1,379,460)   (29,694,019)   (7,402,457)   (70,920,242)
  Interest expense..................     (238,669)     (221,932)      (679,122)     (484,330)      (689,066)
  Interest income...................       16,176        12,567         22,767        16,159         34,536
  Amortization of deferred financing
    costs...........................           --            --        (63,442)      (44,437)       (56,102)
  Other.............................      106,013        10,067        (17,468)      (14,813)        27,830
                                      -----------   -----------   ------------   -----------   ------------
    Other expense, net..............     (329,603)   (1,557,340)   (30,479,266)   (7,868,911)   (72,059,437)
                                      -----------   -----------   ------------   -----------   ------------
 
    (Loss) income before income
      taxes.........................    1,789,537       854,334    (29,282,437)   (5,556,495)   (82,507,190)
 
Income taxes (note 13)..............      682,329       783,192        137,480       649,392      1,354,351
                                      -----------   -----------   ------------   -----------   ------------
    Net (loss) income...............    1,107,208        71,142    (29,419,917)   (6,205,887)   (83,861,541)
Preferred stock dividends...........     (121,668)     (121,666)      (156,586)     (115,444)      (122,428)
                                      -----------   -----------   ------------   -----------   ------------
Net (loss) income available to
  common shareholders...............  $   985,540   $   (50,524)  $(29,576,503)  $(6,321,331)  $(83,983,969)
                                      ===========   ===========   ============   ===========   ============
 
(Loss) income per share
  (note 16):
  Basic.............................  $      0.13   $     (0.01)  $      (5.28)  $     (1.13)  $     (13.11)
                                      ===========   ===========   ============   ===========   ============
  Diluted...........................  $      0.06   $     (0.01)  $      (5.28)  $     (1.13)  $     (13.11)
                                      ===========   ===========   ============   ===========   ============
 
Weighted average common shares:
  Basic.............................    7,406,486     5,598,626      5,598,626     5,598,626      6,407,682
                                      ===========   ===========   ============   ===========   ============
  Diluted...........................   17,500,194     5,598,626      5,598,626     5,598,626      6,407,682
                                      ===========   ===========   ============   ===========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-5

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE
                                 INCOME (LOSS)

<TABLE>
<CAPTION>
                                                                  ADDITIONAL    ADDITIONAL
                                                  ACCUMULATED      PAID-IN        PAID-IN       RETAINED
                                                     OTHER        CAPITAL--      CAPITAL--      EARNINGS
                                       COMMON    COMPREHENSIVE      STOCK         COMMON      (ACCUMULATED       NOTES
                                       STOCK         LOSS          OPTIONS         STOCK        DEFICIT)      RECEIVABLE
                                      --------   -------------   ------------   -----------   -------------   -----------
<S>                                   <C>        <C>             <C>            <C>           <C>             <C>
Balance at December 31, 1996........  $102,604     $  71,183     $         --   $        --   $     342,382   $        --
  Preferred stock dividends.........       --             --               --            --        (121,668)           --
  Purchase of treasury stock........       --             --                             --              --            --
  Comprehensive income (loss):
    Net income......................       --             --               --            --       1,107,208            --
    Translation adjustments.........       --        (97,444)              --            --              --            --
  Total comprehensive income........
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at December 31, 1997........  102,604        (26,261)              --            --       1,327,922            --
 
  Preferred stock dividends.........       --             --               --            --        (121,666)           --
 
  Comprehensive income (loss):
    Net income......................       --             --               --            --          71,142            --
    Translation adjustments.........       --         (8,459)              --            --              --            --
  Total comprehensive income........
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at December 31, 1998........  102,604        (34,720)              --            --       1,277,398            --
 
  Preferred stock dividends.........       --             --               --            --        (156,586)           --
 
  Preferred stock issuance
    costs...........................       --             --               --            --         (74,826)           --
 
  Stock compensation expense........       --             --        3,283,164            --              --            --
  Comprehensive income (loss):
    Net loss........................       --             --               --            --     (29,419,917)           --
    Translation adjustments.........       --        (19,970)              --            --              --            --
  Total comprehensive income
    (loss)..........................
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at December 31, 1999........  102,604        (54,690)       3,283,164            --     (28,373,931)           --
 
  Preferred stock dividends.........       --             --               --            --        (122,428)           --
 
  Issuance of common stock..........   34,670             --      (13,322,514)   14,838,792              --    (1,547,950)
 
  Stock compensation expense........       --             --       13,331,943            --              --            --
  Comprehensive income (loss):
    Net loss........................       --             --               --            --     (83,861,541)           --
    Translation adjustments.........       --       (658,575)              --            --              --            --
  Total comprehensive income
    (loss)..........................
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at September 30, 2000.......  $137,274     $(713,265)    $  3,292,593   $14,838,792   $(112,357,900)  $(1,547,950)
                                      ========     =========     ============   ===========   =============   ===========
 
<CAPTION>
 
                                                         TOTAL
                                                     STOCKHOLDERS'
                                        TREASURY        EQUITY
                                         STOCK         (DEFICIT)
                                      ------------   -------------
<S>                                   <C>            <C>
Balance at December 31, 1996........  $         --   $    516,169
  Preferred stock dividends.........            --       (121,668)
  Purchase of treasury stock........      (667,745)      (667,745)
  Comprehensive income (loss):
    Net income......................            --      1,107,208
    Translation adjustments.........            --        (97,444)
                                                     ------------
  Total comprehensive income........                    1,009,764
                                      ------------   ------------
Balance at December 31, 1997........      (667,745)       736,520
  Preferred stock dividends.........            --       (121,666)
  Comprehensive income (loss):
    Net income......................            --         71,142
    Translation adjustments.........            --         (8,459)
                                                     ------------
  Total comprehensive income........                       62,683
                                      ------------   ------------
Balance at December 31, 1998........      (667,745)       677,537
  Preferred stock dividends.........            --       (156,586)
  Preferred stock issuance
    costs...........................            --        (74,826)
  Stock compensation expense........            --      3,283,164
  Comprehensive income (loss):
    Net loss........................            --    (29,419,917)
    Translation adjustments.........            --        (19,970)
                                                     ------------
  Total comprehensive income
    (loss)..........................                  (29,439,887)
                                      ------------   ------------
Balance at December 31, 1999........      (667,745)   (25,710,598)
  Preferred stock dividends.........                     (122,428)
  Issuance of common stock..........            --          2,998
  Stock compensation expense........            --     13,331,943
  Comprehensive income (loss):
    Net loss........................            --    (83,861,541)
    Translation adjustments.........            --       (658,575)
                                                     ------------
  Total comprehensive income
    (loss)..........................                  (84,520,116)
                                      ------------   ------------
Balance at September 30, 2000.......  $   (667,745)  $(97,018,201)
                                      ============   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-6

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                                                           NINE MONTHS ENDED
                                                                    YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                                             ---------------------------------------   --------------------------
                                                                1997         1998           1999          1999           2000
                                                             ----------   -----------   ------------   -----------   ------------
                                                                                                       (UNAUDITED)
<S>                                                          <C>          <C>           <C>            <C>           <C>
Cash flows from operating activities:
  Net (loss) income........................................  $1,107,208   $    71,142   $(29,419,917)  $(6,205,887)  $(83,861,541)
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
    Common stock warrant interest expense..................     116,574     1,379,460     29,694,019    7,402,457      70,920,242
    Stock compensation expense.............................          --            --      3,283,164      937,138      13,331,943
    Depreciation...........................................     127,555       154,776        331,822      219,965         284,747
    Amortization of catalog costs..........................     328,713       525,600        493,428      481,488         228,978
    Loss (gain) on sale of fixed assets....................     (33,980)       (4,075)         7,584       (7,584)             --
    Provision for bad debts................................      14,321       (41,388)        26,877        2,901           2,480
    Amortization of goodwill...............................          --        27,661        368,235      226,250         423,126
    Amortization of deferred financing costs...............          --            --         63,442       44,437          56,102
    Deferred income taxes..................................    (106,321)      (16,277)    (1,310,325)    (504,188)        669,584
    Changes in operating assets and liabilities, net of
      effects of business acquisition:
      (Increase) decrease in accounts receivable...........    (193,547)       46,214     (2,282,344)  (1,758,222)         22,884
      (Increase) decrease in other receivables.............      (2,741)       57,711       (113,949)    (134,915)        (40,785)
      (Increase) decrease in inventories...................      58,631        80,430        215,152      165,203        (777,071)
      (Increase) decrease in prepaid expenses and other
        assets.............................................     (19,306)       (5,514)      (260,285)    (115,048)        304,718
      (Increase) decrease in other assets..................     112,716      (184,534)      (202,460)    (162,220)         74,237
      Increase (decrease) in trade accounts payable........    (211,303)     (115,065)       541,065      371,739         351,636
      Increase (decrease) in accrued income taxes
        payable............................................      27,247      (191,013)       797,633      488,632        (224,673)
      Increase (decrease) in accrued expense...............    (178,965)       19,874        666,637      406,952         366,788
      Increase (decrease) in other liabilities.............     (30,881)        1,388         26,663      (23,912)       (106,253)
                                                             ----------   -----------   ------------   -----------   ------------
        Net cash provided by operating activities..........   1,115,921     1,806,390      2,926,441    1,835,186       2,027,142
                                                             ----------   -----------   ------------   -----------   ------------
Cash flows from investing activities:
  Additions to property, plant and equipment...............    (389,543)      (87,405)      (332,474)    (247,748)       (363,716)
  Additions to catalog costs...............................    (429,207)     (250,183)      (121,644)     (73,853)       (606,069)
  Proceeds from sales of fixed assets......................     165,528         8,173         34,566       41,946              --
  Acquisition of businesses, net of cash acquired..........          --    (1,090,553)    (8,126,656)  (7,164,454)     (3,682,482)
                                                             ----------   -----------   ------------   -----------   ------------
        Net cash used in investing activities..............    (653,222)   (1,419,968)    (8,546,208)  (7,444,109)     (4,652,267)
                                                             ----------   -----------   ------------   -----------   ------------
Cash flows from financing activities:
  Proceeds from short-term debt............................     275,000       600,000      2,300,000    1,050,000       1,350,000
  Repayments of short-term debt............................          --      (300,000)    (1,150,000)    (650,000)       (400,000)
  Proceeds from long-term debt.............................          --            --      5,500,000    5,500,000       2,000,000
  Repayments of long-term debt.............................    (263,050)     (283,433)      (460,663)    (336,313)       (282,778)
  Dividends paid...........................................    (218,667)     (121,666)      (121,666)     (91,000)        (91,000)
  Net proceeds from issuance of preferred stock............          --            --        925,174      925,174              --
  Treasury stock purchase..................................    (667,745)           --             --           --              --
  Issuance of common stock.................................          --            --             --           --           2,998
  Deferred initial public offering costs paid..............          --            --             --           --         (63,905)
                                                             ----------   -----------   ------------   -----------   ------------
        Net cash provided by (used in) financing
          activities.......................................    (874,462)     (105,099)     6,992,845    6,397,861       2,515,315
                                                             ----------   -----------   ------------   -----------   ------------
Effect of exchange rate changes on cash....................      30,572       (31,505)        66,204      (57,867)       (137,363)
                                                             ----------   -----------   ------------   -----------   ------------
Increase (decrease) in cash and cash equivalents...........    (381,191)      249,818      1,439,282      731,071        (247,173)
Cash and cash equivalents at beginning of period...........   1,088,144       706,953        956,771      956,771       2,396,053
                                                             ----------   -----------   ------------   -----------   ------------
Cash and cash equivalents at end of period.................  $  706,953   $   956,771   $  2,396,053   $1,687,842    $  2,148,880
                                                             ==========   ===========   ============   ===========   ============
Supplemental disclosures of cash flow information:
  Cash paid for interest...................................  $  227,747   $   241,002   $    671,452   $  392,414    $    634,089
                                                             ==========   ===========   ============   ===========   ============
  Cash paid for income taxes...............................  $  761,251   $ 1,128,929   $    686,675   $  617,076    $    697,049
                                                             ==========   ===========   ============   ===========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-7

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(1)  ORGANIZATION
 
    On March 15, 1996, HAI Acquisition Corp. and its subsidiary, Guell Limited,
purchased certain assets and assumed certain liabilities of the former Harvard
Apparatus, Inc. and its subsidiary in the United Kingdom, Harvard
Apparatus, Ltd. (the "Purchase"). For cash consideration of approximately
$3,342,000 (including $342,000 of acquisition related expenses). The costs of
the acquisition were allocated based on the fair market value of the assets
acquired. The assets acquired consisted principally of cash of $441,000,
accounts receivable of $1,397,000, inventories of $1,661,000, miscellaneous
prepaid assets of $241,000, fixed assets of $846,000, and catalog costs of
$366,000. The Company assumed liabilities of approximately $1,605,000. The
acquisition was financed principally by issuing preferred stock of $1,500,000
and debt of $1,750,000. Assets acquired at the time of the purchase included 79%
of the capital stock of Ealing Scientific Ltd. (Canada) and Ealing S.A.R.L., now
Harvard Apparatus S.A.R.L. (France). The remainder of the capital stock of
Ealing Scientific Ltd. and Ealing S.A.R.L. was also acquired directly from the
stockholder at the time of the Purchase. After the date of the Purchase, HAI
Acquisition Corp. and Guell Limited legally changed their names to Harvard
Apparatus, Inc. and Harvard Apparatus, Ltd., respectively.
 
    The Company manufactures and distributes syringe pumps, ventilators, cell
injectors, diffusion chambers and other products principally used in the
toxicology, metabolism and efficacy testing of new drugs, as well as
spectrophotometers and amino acid analyzers primarily used in molecular biology
which are manufactured by Biochrom Ltd., a wholly owned subsidiary acquired
during 1999.
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    (A)  PRINCIPLES OF CONSOLIDATION
 
       The consolidated financial statements include the accounts of Harvard
       Apparatus, Inc. and its subsidiaries. All intercompany balances and
       transactions have been eliminated in consolidation.
 
    (B)  INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
       The interim consolidated financial statements for the nine months ended
       September 30, 1999 are unaudited. In the opinion of management, all
       adjustments, consisting only of normal recurring adjustments, necessary
       for the fair presentation of the financial position and results of
       operations have been included in such unaudited consolidated financial
       statements. The results of operations for the nine months ended
       September 30, 2000 are not necessarily indicative of the results to be
       expected for the entire year.
 
    (C)  CASH AND CASH EQUIVALENTS
 
       For purposes of the consolidated statements of cash flows, the Company
       considers all highly liquid instruments with original maturities of three
       months or less to be cash equivalents.
 
    (D)  INVENTORIES
 
       Inventories are stated at the lower of cost or market. Cost is determined
       using a standard costing system which approximates the first-in,
       first-out (FIFO) method.
 
                                      F-8

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (E)  PROPERTY, PLANT AND EQUIPMENT
 
       Property, plant and equipment are stated at cost. Equipment under capital
       leases is stated at the present value of the minimum lease payments at
       the lease agreement date. Property, plant and equipment is depreciated
       using the straight-line method over the estimated useful lives of the
       assets as follows:
 

<TABLE>
<S>                                                        <C>
Buildings................................................    40 years
Machinery and equipment..................................  3-10 years
Computer equipment.......................................   3-7 years
Furniture and fixtures...................................  5-10 years
Automobiles..............................................   4-6 years
</TABLE>

 
    (F)  CATALOG COSTS
 
       Significant costs of product catalog design, development and production
       are capitalized and amortized over the expected useful life of the
       catalog (usually two to three years). Costs of drawings and design that
       were acquired at the purchase on March 15, 1996 are being amortized over
       their estimated useful life of six years.
 
    (G)  INCOME TAXES
 
       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases. Deferred tax assets and liabilities are measured using enacted
       tax rates expected to be applied to taxable income in the years in which
       those temporary differences are expected to be recovered or settled. The
       effect on deferred tax assets and liabilities of a change in tax rates is
       recognized in income in the period that includes the enactment date.
 
    (H)  FOREIGN CURRENCY TRANSLATION
 
       All assets and liabilities of the Company's foreign subsidiaries are
       translated at exchange rates in effect at year-end. Income and expenses
       are translated at rates which approximate those in effect on the
       transaction dates. The resulting translation adjustment is recorded as a
       separate component of stockholders' equity in other comprehensive income.
 
    (I)  STOCK OPTIONS
 
       The Company accounts for stock options granted to employees in accordance
       with the requirements of Statement of Financial Accounting Standards
       (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. As is permitted
       by this Statement, the Company has elected to account for stock options
       in accordance with the provisions of APB Opinion No. 25, ACCOUNTING FOR
       STOCK ISSUED TO EMPLOYEES and provide the additional disclosures that are
       required by SFAS No. 123.
 
                                      F-9

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (J)  USE OF ESTIMATES
 
       The preparation of financial statements in conformity with generally
       accepted accounting principles requires the use of management's
       estimates. Such estimates include the determination and establishment of
       certain accruals and provisions, including those for inventory
       obsolescence, catalog cost amortization and reserves for bad debts.
       Actual results could differ from those estimates.
 
    (K)  REVENUE RECOGNITION
 
       The Company recognizes revenue from product sales at the time of
       shipment. Product returns are estimated and provided for based on
       historical experience.
 
    (L)  GOODWILL
 
       Goodwill, which represents the excess of purchase price over fair value
       of net assets acquired, is amortized on a straight-line basis over the
       expected periods to be benefited, ranging from 5 to 15 years. The Company
       continually evaluates whether events or circumstances have occurred that
       indicate that the remaining useful life of goodwill may warrant revision
       or that the remaining balance may not be recoverable. When factors
       indicate that goodwill should be evaluated for possible impairment, the
       Company estimates the undiscounted cash flow of the business segment, net
       of tax, over the remaining life of the asset in determining whether the
       asset is recoverable. Charges for impairment of goodwill would be
       recorded to the extent unamortized book value exceeds the related future
       discounted cash flow, net of tax. The discount factor would be the
       long-term debt rate currently obtainable by the Company.
 
    (M)  IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
 
       The Company uses the provisions of SFAS No. 121, ACCOUNTING FOR THE
       IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
       OF. This statement requires that long-lived assets and certain
       identifiable intangibles be reviewed for impairment whenever events or
       changes in circumstances indicate that the carrying amount of an asset
       may not be recoverable. Recoverability of assets to be held and used is
       measured by a comparison of the carrying amount of an asset to
       undiscounted future net cash flows expected to be generated by the asset.
       If such assets are considered to be impaired, the impairment to be
       recognized is measured by the amount by which the carrying amount of the
       assets exceeds the fair value of the assets. Assets to be disposed of are
       reported at the lower of the carrying amount or fair value less costs to
       sell.
 
    (N)  EFFECT OF ACCOUNTING CHANGES
 
       In 1998, the Financial Accounting Standards Board issued SFAS 133,
       ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133,
       which was deferred through the issuance of SFAS 137 and subsequently
       amended by SFAS 138, is effective for fiscal years beginning after
       June 15, 2000. SFAS 133 will be adopted on January 1, 2001. Its impact on
       the consolidated financial statements is still being evaluated, but is
       not expected to be material.
 
                                      F-10

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (O)  FAIR VALUE OF FINANCIAL INSTRUMENTS
 
       The carrying value of the Company's cash and cash equivalents, trade
       accounts receivable, trade accounts payable and accrued expenses
       approximate their fair values because of the short maturities of those
       instruments. The carrying value of the Company's debt approximates its
       fair value because of the short maturities and/or interest rates which
       are comparable to those available to the Company on similar terms.
 
(3)  ACQUISITION OF BUSINESSES
 
    On June 30, 1998, the Company acquired certain assets of Medical Systems
Corporation, a manufacturer and product developer of research medical equipment.
Cash consideration of approximately $1,000,000 plus certain acquisition costs
was paid for the assets. The costs of the acquisition were allocated on the
basis of the estimated fair market value of the assets acquired. The net
purchase price resulted in an allocation of $784,047 to goodwill and $281,506 to
tangible net assets.
 
    On February 26, 1999, the Company acquired substantially all of the assets
and certain liabilities of Pharmacia Biotech (Biochrom) Ltd. ("Biochrom"), a UK
manufacturer and developer of spectrophotometers, amino acid analyzers and other
related research equipment. Cash consideration of approximately $6,981,000
(including $502,000 of acquisition related expenses) was paid for the assets.
The costs of the acquisition allocated on the basis of estimated fair market
value of the assets acquired using the purchase method of accounting resulted in
an allocation of $5,446,000 to goodwill and other intangibles. The assets
acquired consisted of approximately $61,000 of accounts receivable, $1,039,000
of inventory, $100,000 of prepaid expenses, $612,000 of fixed assets, $372,000
of pension assets and liabilities assumed totaled approximately $649,000.
 
    On September 10, 1999, the Company acquired certain assets of Clark
Electromedical Instruments, a manufacturer of glass capillaries and distributor
of research equipment. Cash consideration of approximately $349,000 was paid for
the assets. The costs of the acquisition allocated on the basis of estimated
fair market value of the assets acquired using the purchase method of accounting
resulted in an allocation of $288,000 to goodwill and other intangibles.
 
    On November 19, 1999, the Company acquired the NaviCyte diffusion chamber
systems product line from NaviCyte, a wholly-owned subsidiary of Trega
Biosciences, Inc. Cash consideration of approximately $390,000 (including
$33,000 of acquisition related expenses) was paid for the assets. The costs of
the acquisition allocated on the basis of estimated fair market value of the
assets acquired and the purchase method of accounting resulted in an allocation
of $333,000 to goodwill and other intangibles.
 
    On November 30, 1999, the Company acquired substantially all of the assets
and certain liabilities of Hugo Sachs Elektronik a developer and manufacturer of
perfusion systems for research. Cash consideration of approximately $568,000 was
paid for the assets, net of cash acquired of $31,000. The costs of the
acquisition allocated on the basis of estimated fair market value of the assets
acquired and the purchase method of accounting resulted in an allocation of
$89,000 to goodwill and other intangibles.
 
                                      F-11

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(3)  ACQUISITION OF BUSINESSES (CONTINUED)
    On May 19, 2000, the Company acquired substantially all of the assets of
Biotronik, a manufacturer of Amino Acid Analyzers. Cash consideration of
approximately $469,000 was paid for the assets (including approximately $12,000
of acquisition related expenses). The cost of the acquisition was allocated on
the basis of fair market value of the assets acquired and the purchase method of
accounting resulted in an allocation of $335,000 to goodwill.
 
    On July 14, 2000, the Company acquired substantially all of the assets of
Amika Corporation, a manufacturer and distributor of sample preparation devices
and consumables. Cash consideration of $3,096,000 was paid for the assets
including approximately $61,000 of acquisition related expenses. The cost of the
acquisition allocated on the basis of fair market value of the assets acquired
and the purchase method of accounting resulted in an allocation of $3,011,000 to
goodwill and other intangibles. The assets acquired consisted of approximately
$85,000 of inventory. In addition, the Company acquired the right of first
refusal to all new technologies developed and offered for sale by the
predecessor Company for a period of four years on a fair value licensing
arrangement.
 
    All acquisitions have been accounted for by the purchase method of
accounting for business combinations. Accordingly, the accompanying consolidated
statements of operations do not include any revenues or expenses related to
these acquisitions prior to the respective acquisition dates.
 
    The following unaudited pro forma results of operations gives effect to the
acquisition of Biochrom as if it had occurred at the beginning of fiscal 1998
(the effect of the other acquisitions are considered insignificant). Such pro
forma information reflects certain adjustments including amortization of
goodwill, interest expense, income tax effect and an increase in the number of
weighted average shares outstanding. The pro forma information does not
necessarily reflect the results of operations that would have occurred had the
acquisition taken place as described and is not necessarily indicative of
results that may be obtained in the future.
 

<TABLE>
<CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                                    --------------------------
                                                       1998           1999
                                                    -----------   ------------
                                                           (UNAUDITED)
<S>                                                 <C>           <C>
Pro forma revenues................................  $23,942,973   $ 27,590,714
                                                    ===========   ============
Pro forma net earnings (loss).....................  $  (120,186)  $(29,415,046)
                                                    ===========   ============
Pro forma basic net earnings (loss) per share:
  Basic...........................................  $     (0.04)  $      (5.25)
                                                    ===========   ============
  Diluted.........................................  $     (0.04)  $      (5.25)
                                                    ===========   ============
Pro forma weighted average common shares:
  Basic...........................................    5,598,626      5,598,626
                                                    ===========   ============
  Diluted.........................................    5,598,626      5,598,626
                                                    ===========   ============
</TABLE>

 
                                      F-12

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(4)  INVENTORIES
 
    Inventories consist of the following:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   SEPTEMBER 30,
                                              1998         1999          2000
                                           ----------   ----------   -------------
<S>                                        <C>          <C>          <C>
Finished goods...........................  $  686,555   $  857,202    $1,194,810
Work in process..........................     335,150      359,505       448,744
Raw materials............................     634,613    1,632,963     2,036,181
                                           ----------   ----------    ----------
                                           $1,656,318   $2,849,670    $3,679,735
                                           ==========   ==========    ==========
</TABLE>

 
(5)  PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment consists of the following:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   SEPTEMBER 30,
                                              1998         1999          2000
                                           ----------   ----------   -------------
<S>                                        <C>          <C>          <C>
Land and buildings.......................  $  654,172   $  636,250    $  576,366
Machinery and equipment..................     126,891      726,933       913,617
Computer equipment.......................     103,218      378,400       398,639
Furniture and fixtures...................     234,882      326,978       348,022
Automobiles..............................     190,354      123,113       122,051
                                           ----------   ----------    ----------
                                            1,309,517    2,191,674     2,358,695
Less accumulated depreciation............     339,612      631,752       845,597
                                           ----------   ----------    ----------
                                           $  969,905   $1,559,922    $1,513,098
                                           ==========   ==========    ==========
</TABLE>

 
(6)  SHORT-TERM DEBT
 
    At September 30, 2000, December 31, 1999 and 1998, short-term debt consisted
of an amount outstanding under a bank line of credit that is secured by a first
priority security interest in all assets of the Company and a pledge of 65% of
the capital stock of the Company's subsidiaries. Interest on the line of credit
is payable monthly, in arrears, at the related bank's "base rate" plus 1%
(10.5%, 9.5% and 8.75% at September 30, 2000, December 31, 1999 and 1998,
respectively). Borrowings under the line of credit are limited to an available
amount determined by an accounts receivable and inventory based formula,
$3,750,000, $3,750,000 and $2,000,000 at September 30, 2000, December 31, 1999
and 1998, respectively. This line of credit is due to mature on January 29,
2002. At September 30, 2000, December 31, 1999 and 1998, borrowings under the
line of credit were $3,150,000, $2,200,000 and $700,000, respectively.
 
    At December 31, 1998, short-term debt also included a note from the same
bank in the amount of $350,000 with interest payable monthly, in arrears at the
bank's "base rate" plus 1.5% (9.25%). This debt was rolled into long-term debt
on March 2, 1999 as part of the financing arrangement to acquire Biochrom in
March 1999 (see notes 3 and 7).
 
                                      F-13

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(7)  LONG-TERM DEBT
 
    Long-term debt consists of the following:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                            ---------------------   SEPTEMBER 30,
                                              1998        1999          2000
                                            --------   ----------   -------------
<S>                                         <C>        <C>          <C>
Subordinated debentures, at 13%, payable
  in quarterly installments through March
  15, 2003................................  $787,500   $  727,500    $   477,500
Notes payable.............................        --    5,125,000      6,800,000
Capital lease obligations (note 10).......    41,355       14,614          9,431
                                            --------   ----------    -----------
                                             828,855    5,867,114      7,286,931
Less current installments.................   190,389      794,173      1,556,618
                                            --------   ----------    -----------
                                            $638,466   $5,072,941    $ 5,730,313
                                            ========   ==========    ===========
</TABLE>

 
    On March 2, 1999, the Company entered into two loan agreements with two
banks to borrow up to $5.5 million. The purpose of the loan agreements was to
partially finance the acquisition of Biochrom (see note 3). Principal and
interest are being paid in quarterly installments, with the final payment due in
January 2002. The interest rate is determined by one of the banks base rate plus
1%, (10.5% and 9.5% at September 30, 2000 and December 31, 1999, respectively).
The loans are secured by substantially all of the Company's assets. The loan
agreements contain covenants relating to net income, debt service coverage and
cash flow coverage. At September 30, 2000 and December 31, 1999, the Company was
not in compliance with certain of its covenants. The Company has either received
waivers from its banks or had the covenants amended by its banks.
 
    Financing costs of $221,074 were incurred in 1999. These costs were
capitalized and are being amortized over the term of the loans. Amortization
expense was $56,102 for the nine months ended September 30, 2000 and $63,442 for
the year ended December 31, 1999.
 
    Aggregate annual principal payments on all long-term debt, excluding capital
lease obligations, for the next five years and thereafter at September 30, 2000
are as follows:
 

<TABLE>
<S>                                                           <C>
2001........................................................  $ 1,550,004
2002........................................................    4,449,996
2003........................................................      777,500
2004........................................................      500,000
Thereafter..................................................           --
                                                              -----------
                                                              $ 7,277,500
                                                              ===========
</TABLE>

 
(8)  CONVERTIBLE AND REDEEMABLE PREFERRED STOCK
 
    During 1999, 48,500 shares of Series B convertible and redeemable preferred
stock were issued to partially finance the acquisition of Biochrom (note 3). The
net proceeds from this issuance were $925,174. The Company's Series B
convertible redeemable preferred stock has a dividend preference over the
Series A preferred stock, and as a result, no dividends shall be paid in respect
of shares of
 
                                      F-14

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(8)  CONVERTIBLE AND REDEEMABLE PREFERRED STOCK (CONTINUED)
Series A preferred stock unless all accrued dividends that become payable in
respect of Series B preferred stock have been paid. The Series B redeemable
convertible preferred stock is convertible at the option of the holder, at any
time, into shares of common stock of the Company at a conversion rate of 19.71
shares of common stock for each share of Series B redeemable convertible
preferred stock, subject to adjustment for subdivision of Series B preferred
stock or any issuance of additional shares of Series B preferred stock.
 
    Redeemable preferred Series A stock pays quarterly cumulative dividends in
arrears at a rate of approximately $0.26 per share. On March 3, 2000,
convertible and redeemable preferred "B" stock started to accrue dividends at a
rate of $1.44 that will be payable a year in arrears on March 3, 2001, and
thereafter quarterly in arrears.
 
    In the event of any liquidation of the Company, the holders of the Company's
redeemable preferred stock are entitled to be paid from the assets available for
distribution to holders of the Company's capital stock $2,500,000, plus any
related dividends that are accrued but unpaid at such time, prior to other stock
distributions.
 
    Mandatory redemption requirements for the preferred stock are as follows:
 

<TABLE>
<CAPTION>
                                                        SERIES "A"     SERIES "B"
                                                       ------------   ------------
<S>                                                    <C>            <C>
March 15, 2002.......................................   $  500,000     $  333,320
March 15, 2003.......................................      500,000        333,320
March 15, 2004.......................................      500,000        333,320
                                                        ----------     ----------
                                                        $1,500,000     $1,000,000
                                                        ==========     ==========
</TABLE>

 
(9)  COMMON STOCK WARRANTS
 
    At September 30, 2000, December 31, 1999 and 1998, there were outstanding
8,509,905 warrants, which enable the holders to purchase a like amount of the
Company's common stock for $0.0005 per share. The warrants were issued in
connection with the issuance of Series A redeemable preferred stock (6,046,510
warrants) and subordinated debentures (2,463,395 warrants) that occurred on
March 15, 1996.
 
    Commencing on March 15, 2002, the holders of the warrants may at any time
require the Company to repurchase the warrants, or any common shares previously
acquired from exercise of the warrants, for their fair market value as
determined in good faith by the Company's board of directors. Such repurchase
price would be repaid in 12 equal quarterly installments beginning on the first
business day of the month following the surrender of the warrants or applicable
shares of common stock. In 1999, 1998 and 1997 and for the nine months ended
September 30, 2000 and 1999, $29,694,019, $1,379,460, $116,574, $70,920,242 and
$7,402,457, respectively, has been recorded as interest expense to accrue the
estimated amount of this potential liability in accordance with EITF 96-13,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND POTENTIALLY
SETTLED IN, A COMPANY'S OWN STOCK. Future changes in the fair value of common
stock warrants will also be recorded as interest expense.
 
    In September 2000, the holders of the warrants agreed to automatically
terminate the requirement of the Company to repurchase the warrants in the event
of an initial public offering of the Company's Common Stock.
 
                                      F-15

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(10)  LEASES
 
    The Company leases automobiles under various leases that are classified as
capital leases. The carrying value of automobiles under capital leases at
September 30, 2000, December 31, 1999 and 1998 was $9,502, $14,532 and $40,795,
respectively, which is net of $48,871, $68,602 and $76,352, respectively, of
accumulated depreciation.
 
    The Company has noncancelable operating leases for office and warehouse
space expiring at various dates through 2009. Rent expense for the nine months
ended September 30, 2000 and for the years ended December 31, 1999, 1998 and
1997 was approximately $439,000, $484,000, $134,000 and $151,262, respectively.
 
    Future minimum lease payments for both capital and operating leases, with
initial or remaining terms in excess of one year at September 30, 2000, are as
follows:
 

<TABLE>
<CAPTION>
                                                         CAPITAL    OPERATING
                                                          LEASES      LEASES
                                                         --------   ----------
<S>                                                      <C>        <C>
2001...................................................  $ 9,116    $  660,861
2002...................................................    1,157       417,710
2003...................................................       --       372,238
2004...................................................       --       352,806
2005 and thereafter....................................       --            --
                                                         -------    ----------
  Net minimum lease payments...........................   10,273    $1,803,615
                                                                    ==========
Less amount representing interest......................      842
                                                         -------
Present value of net minimum lease payments............  $ 9,431
                                                         =======
</TABLE>

 
(11)  RELATED PARTY TRANSACTIONS
 
    The Company paid an annual consulting fee to a former stockholder who
formerly served on its board of directors and, by written agreement, provided no
less than five days of consulting services each month. The agreement was
scheduled to expire on March 15, 2001 or at the time of any initial public
offering of the Company's stock or other sale of a material portion of the
Company's stock or assets, if such a transaction occurred before that date. As
of September 30, 2000, the agreement with the former stockholder was rescinded.
The related consulting expense amounted to $294,583 for the nine months ended
September 30, 2000 and $258,437, $262,040 and $268,030 for the years ended
December 31, 1999, 1998 and 1997, respectively.
 
(12)  EMPLOYEE BENEFIT PLANS
 
    The Company sponsors a profit sharing retirement plan for its U.S.
employees, which includes an employee savings plan established under
Section 401(k) of the U.S. Internal Revenue Code. The plan covers substantially
all full-time employees who meet certain eligibility requirements. Contributions
to the profit sharing retirement plan are at the discretion of management. For
the nine months ended September 30, 2000 and for the years ended December 31,
1999, 1998 and 1997, the Company contributed approximately $60,000, $67,000,
$41,000 and $27,000, respectively, to the plan.
 
                                      F-16

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(12)  EMPLOYEE BENEFIT PLANS (CONTINUED)
    Certain of the Company's subsidiaries in the United Kingdom (UK), Harvard
Apparatus Limited, and Biochrom Limited maintain contributory, defined benefit
pension plans for substantially all of their employees.
 
    The components of the Company's pension expense, primarily for Biochrom, for
the nine months ended September 30, 2000 and for the year ended December 31,
1999 follow:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   SEPTEMBER 30,
                                                          1999           2000
                                                      ------------   -------------
<S>                                                   <C>            <C>
Components of net periodic benefit cost:
  Service cost......................................    $ 288,640      $ 182,376
  Interest cost.....................................      250,437        197,263
  Expected return on plan assets....................     (364,684)      (291,771)
  Net amortization gain.............................        6,965         (9,364)
                                                        ---------      ---------
    Net periodic benefit cost.......................    $ 181,358      $  78,504
                                                        =========      =========
</TABLE>

 
                                      F-17

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(12)  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The funded status of the Company's defined benefit pension plans and the
amount recognized in the balance sheet at September 30, 2000 and December 31,
1999 follow:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   SEPTEMBER 30,
                                                          1999           2000
                                                      ------------   -------------
<S>                                                   <C>            <C>
Change in benefit obligation:
  Balance at beginning of period....................   $1,215,000     $5,829,403
  Acquisitions......................................    4,848,552             --
  Service cost......................................      288,640        182,376
  Interest cost.....................................      250,437        197,263
  Participants' contributions.......................       60,745         45,931
  Actuarial (gain)/loss.............................     (824,672)       571,532
  Benefits paid.....................................       (9,299)       (42,993)
  Currency translation adjustment...................           --       (594,437)
                                                       ----------     ----------
    Balance at end of period........................    5,829,403      6,189,075
                                                       ----------     ----------
 
Change in fair value of plan assets:
  Balance at beginning of period....................    1,158,138      7,062,645
  Acquisitions......................................    5,231,470             --
  Actual return on plan assets......................      440,606        (39,627)
  Participants' contributions.......................       60,745         45,931
  Employer contributions............................      180,985        153,275
  Benefits paid.....................................       (9,299)       (42,993)
  Currency translation adjustment...................           --       (673,592)
                                                       ----------     ----------
    Balance at end of period........................    7,062,645      6,505,639
                                                       ----------     ----------
Funded status:
  Plan assets greater than benefit obligation.......    1,233,242        316,564
  Unrecognized (gain) loss..........................     (881,299)        73,808
                                                       ----------     ----------
    Prepaid pension expense in consolidated balance
      sheet.........................................   $  351,943     $  390,372
                                                       ==========     ==========
</TABLE>

 
    The weighted average assumptions used in determining the net pension cost
for the Company's plans follows:
 

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    SEPTEMBER 30,
                                                           1999             2000
                                                      --------------   --------------
<S>                                                   <C>              <C>
Weighted average assumptions:
  Discount rate.....................................  5.5%             6.5-8.5%
  Expected return on assets.........................  7.0-8.0%         7.0-8.0%
  Rate of compensation increase.....................  3.8-4.0%         4.5%
</TABLE>

 
                                      F-18

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES
 
    The significant components of the Company's deferred tax assets and
liabilities at September 30, 2000, December 31, 1999 and 1998 are as follows:
 

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            ---------------------   SEPTEMBER 30,
                                                              1998        1999          2000
                                                            --------   ----------   -------------
<S>                                                         <C>        <C>          <C>
Deferred tax assets:
  Accounts receivable.....................................  $     --   $   31,755    $   31,755
  Inventory...............................................   111,676      129,097       141,113
  Operating loss carryforward.............................    28,182       34,417       387,188
  Accrued expenses........................................   (14,940)   1,196,338       135,398
  Goodwill................................................        --       37,679        46,567
  Catalog costs...........................................        --        8,503            --
                                                            --------   ----------    ----------
Total deferred tax assets.................................   124,918    1,437,789       742,021
                                                            --------   ----------    ----------
Deferred tax liabilities:
  Catalog costs...........................................    24,524           --         6,011
  Pension fund asset......................................    15,051       18,461        16,725
  Property, plant and equipment...........................    22,053       42,632        36,278
  Other...................................................       497        4,695            --
                                                            --------   ----------    ----------
Total deferred tax liabilities............................    62,125       65,788        59,014
                                                            --------   ----------    ----------
Net deferred tax assets...................................  $ 62,793   $1,372,001    $  683,007
                                                            ========   ==========    ==========
</TABLE>

 
    In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Based upon the level of historical taxable income
and projections for future taxable income over the periods during which deferred
tax assets are deductible, management believes it is more likely than not that
the Company will realize the benefits of these deductible differences.
 
    Income tax expense is based on the following pre-tax income (loss) for the
nine months ended September 30, 2000 and for the years ended December 31, 1999,
1998 and 1997:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                              ------------------------------------   SEPTEMBER 30,
                                 1997        1998         1999           2000
                              ----------   --------   ------------   -------------
<S>                           <C>          <C>        <C>            <C>
Domestic....................  $1,253,916   $115,418   $(32,040,219)  $(83,771,998)
Foreign.....................     535,621    738,916      2,757,782      1,264,808
                              ----------   --------   ------------   ------------
                              $1,789,537   $854,334   $(29,282,437)   (82,507,190)
                              ==========   ========   ============   ============
</TABLE>

 
                                      F-19

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES (CONTINUED)
    Income tax expense (benefit) for the nine months ended September 30, 2000
and for the years ended December 31, 1999, 1998 and 1997 consisted of:
 

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                 ----------------------------------   SEPTEMBER 30,
                                   1997        1998        1999           2000
                                 ---------   --------   -----------   -------------
<S>                              <C>         <C>        <C>           <C>
Current income tax expense:
  Federal and state............  $ 584,239   $579,152   $   403,149    $        --
  Foreign......................    208,103    214,112     1,043,539        506,532
                                 ---------   --------   -----------    -----------
                                   792,342    793,264     1,446,688        506,532
                                 ---------   --------   -----------    -----------
Deferred income tax (benefit)
  expense:
  Federal and state............    (56,939)   (19,380)   (1,238,399)       840,106
  Foreign......................    (53,074)     9,308       (70,809)         7,713
                                 ---------   --------   -----------    -----------
                                  (110,013)   (10,072)   (1,309,208)       847,819
                                 ---------   --------   -----------    -----------
    Total income tax expense...  $ 682,329   $783,192   $   137,480    $ 1,354,351
                                 =========   ========   ===========    ===========
</TABLE>

 
                                      F-20

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES (CONTINUED)
    Income tax expense for the nine months ended September 30, 2000 and for the
years ended December 31, 1999, 1998 and 1997 differed from the amount computed
by applying the U.S. federal income tax rate of 34% to pretax income as a result
of the following:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                               -----------------------------------   SEPTEMBER 30,
                                 1997       1998          1999           2000
                               --------   ---------   ------------   -------------
<S>                            <C>        <C>         <C>            <C>
Computed "expected" income
  tax (benefit) expense......  $608,443   $ 290,474   $ (9,956,029)  $(28,052,445)
Increase (decrease) in income
  taxes resulting from:
  Foreign tax rate and
    regulation
    differential.............    (3,625)    (27,811)        35,804         85,909
  State income taxes, net of
    federal income tax
    benefit..................    73,757      86,068       (154,569)       130,804
  Interest expense (common
    stock warrants)..........    39,564     469,002     10,254,946     24,177,992
  Foreign Subsidiary
    Corporation tax
    benefits.................        --     (27,804)       (28,761)       (32,876)
  Other......................     9,220      (6,737)       (13,911)         7,698
  Stock compensation expense
    in excess of allowable
    tax benefits on exercise
    of options...............        --          --             --      5,037,269
  Decrease in deferred tax
    valuation allowance......   (45,030)         --             --             --
                               --------   ---------   ------------   ------------
    Total....................  $682,329   $ 783,192   $    137,480   $  1,354,351
                               ========   =========   ============   ============
</TABLE>

 
    Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $4,013,000, $3,185,000 and $1,565,000 at September 30, 2000,
December 31, 1999 and 1998, respectively. Those earnings are considered to be
indefinitely reinvested and, accordingly, no related provision for U.S federal
and state income taxes has been provided. Upon distribution of those earnings in
the form of dividends or otherwise, the Company will be subject to both U.S.
income taxes (subject to an adjustment for foreign tax credits) and withholding
taxes in the various foreign countries.
 
(14)  STOCK OPTION PLAN
 
    The Company has adopted a stock option plan (the "Plan") pursuant to which
the Company's Board of Directors may grant stock options to employees. The Plan
authorizes grants of options to purchase up to 4,072,480 shares of authorized
but unissued stock.
 
    For the nine months ended September 30, 2000, and for the years ended
December 31, 1999 and 1998, 2,254,272, 1,119,725 and 1,119,725 "Incentive Stock
Options," and 1,812,295, 1,812,295 and 895,780 "Non-qualified Stock Options,"
respectively, had been granted to employees. The Incentive Stock Options become
fully vested over a four year period, on a pro rata basis. The Non-qualified
 
                                      F-21

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
Stock Options granted prior to 1999 only become vested if, prior to the end of
the year 2000: a sale of substantially all of the Company's assets or capital
stock occurs; or an initial public offering of the Company's common stock at a
net price of not less than $1.42 per share; or the fair market value of the
Company's common stock is otherwise determined to be, on a fully diluted basis,
not less than $1.42 per common share. For non-qualified options granted under
the plan during 1999, prior to an amendment to the plan dated September 29,
2000, the options were deemed to be vested and exercisable upon either (i) the
sale of all or substantially all of the assets or capital stock of the Company
for an actual or implied price per share of not less than $2.09 or (ii) an
initial public offering of the Company's stock with a price per share of not
less than $2.09 and gross proceeds to the Company of at least $15 million. On
September 29, 2000, the vesting schedule was amended so that the options are
vested and exercisable upon either (i) a sale of all or substantially all of the
assets or capital stock of the Company for an actual or implied net price per
share of Common Stock of not less than $2.09 or (ii) if the fair market value of
the Company at any time prior to December 31, 2000 results in a per share
valuation, on a fully diluted basis, of not less than $2.09 per share. As a
result of the Plan amendment, the related options vested immediately as a per
share valuation of $2.09 was attained.
 
    The Company applies APB Opinion No. 25 in accounting for the Plan. APB
No. 25 requires no recognition of compensation expense for stock option awards
when on the date of grant the exercise price is equal to the estimated fair
market value of the Company's common stock and the number of options granted is
fixed. During the nine months ended September 30, 2000, 1,134,547 stock options
were granted to employees at an exercise price of $1.05 which was estimated to
be less than the fair market value of the Company's common stock on the date of
grant. Accordingly, compensation expense of $3,292,593 was recognized on these
stock option grants. Additional compensation expense will be recognized in
future periods over the four year vesting period of the options. The Company's
1996 and 1999 Non-qualified Stock Option awards are considered variable awards
as the number of shares to be acquired by the employees is indeterminable at the
date of grant. Accordingly, in 1999 and for the nine months ended September 30,
1999, the Company recognized compensation expense of $3,283,164 and $937,138,
respectively, on the non-qualified Stock Options granted in 1996. At
December 31, 1999, all non-qualified stock options granted in 1996 were fully
vested because a per share valuation of $1.42 was attained. For the nine months
ended September 30, 2000, the Company recognized compensation expense of
$10,039,350 on the non-qualified options granted in 1999.
 
    On September 29, 2000, two employees exercised 563,942 non-vested options
that were granted during 2000 for 563,942 shares of restricted common shares for
cash consideration of $286 and two promissory notes amounting to $589,652
payable to the Company. The notes have a three-year maturity and a fixed
interest rate of 10% per annum, compounded annually. The restricted stock
becomes fully vested over a four-year period, on a pro rata basis. The estimated
fair market value of the shares awarded on the original option date grant and on
the date of exercise was estimated to be $6,767,310 of which $2,412,865 has been
recognized as stock compensation expense for the nine months ended
September 30, 2000. The remaining unearned compensation is being amortized to
expense over the four year vesting period. Also on September 29, 2000, two
employees of the Company exercised 916,514 fully vested options for cash of $465
and two promissory notes amounting to $958,298 payable to the Company. The notes
have a three-year maturity and a fixed interest rate of 10% per annum,
compounded annually.
 
                                      F-22

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
    The following is a summary of stock option activity.
 

<TABLE>
<CAPTION>
                                                        EMPLOYEE STOCK OPTIONS
                                                    ------------------------------
                                                      OPTIONS     WEIGHTED AVERAGE
                                                    OUTSTANDING    EXERCISE PRICE
                                                    -----------   ----------------
<S>                                                 <C>           <C>
Balance at December 31, 1996......................   1,903,533        $0.0005
  Options granted.................................     111,972         0.0147
                                                    ----------        -------
Balance at December 31, 1997......................   2,015,505         0.0152
  Options granted.................................          --             --
                                                    ----------        -------
Balance at December 31, 1998......................   2,015,505         0.0152
  Options granted.................................     916,515         1.0462
                                                    ----------        -------
Balance at December 31, 1999......................   2,932,020         0.3278
                                                    ----------        -------
  Options exercised...............................  (3,467,955)        0.4475
  Options granted.................................   1,134,547         1.0462
                                                    ----------        -------
Balance at September 30, 2000.....................     598,612        $0.9980
                                                    ==========        =======
</TABLE>

 
    During 1999, 1998 and 1997 and the first nine months of 2000, there were no
other additional options exercised, canceled, expired or forfeited, or changes
in any option terms, including exercise prices. The weighted-average fair value
of options granted during the nine months ended September 30, 2000 and fiscal
1999 and 1997 was $9.73, $1.05 and $0.01, respectively. No options were granted
during 1998.
 
    The following is a summary of information relating to stock options
outstanding at September 30, 2000 (no options were exercisable at September 30,
2000):
 

<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING
                      ---------------------------------------------
                          NUMBER                           WEIGHTED
                      OUTSTANDING AT       WEIGHTED-       AVERAGE
     RANGE OF         SEPTEMBER 30,    AVERAGE REMAINING   EXERCISE
  EXERCISE PRICE           2000        CONTRACTUAL LIFE     PRICE
-------------------   --------------   -----------------   --------
<C>                   <C>              <S>                 <C>
$      0.01               28,008         6.3 years          $ 0.01
$      1.05              570,605         9.5 years            1.05
-------------------      -------           ---------        ------
$        0.01-$1.05      598,613         9.4 years          $ 1.00
</TABLE>

 
                                      F-23

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
 
    Had the Company determined compensation cost based on the fair value of the
options at the grant date, as is permitted by SFAS No. 123, the Company's net
income would have been as follows:
 

<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                            ------------------------------------   NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                               1997        1998         1999             2000
                                            ----------   --------   ------------   -----------------
<S>                                         <C>          <C>        <C>            <C>
Net income (loss) as reported.............  $1,107,208   $71,142    $(29,419,917)    $(83,861,541)
                                            ----------   -------    ------------     ------------
Pro forma net income (loss)...............  $1,106,988   $70,922    $(29,420,033)    $(83,926,155)
                                            ----------   -------    ------------     ------------
Basic net income (loss) per share.........  $     0.13   $ (0.01)   $      (5.28)    $     (13.11)
                                            ----------   -------    ------------     ------------
Pro forma basic net income (loss) per
  share...................................  $     0.13   $ (0.01)   $      (5.28)    $     (13.12)
                                            ----------   -------    ------------     ------------
Diluted net income (loss) per share.......  $     0.06   $ (0.01)   $      (5.28)    $     (13.11)
                                            ----------   -------    ------------     ------------
Diluted pro forma net income (loss) per
  share...................................  $     0.06   $ (0.01)   $      (5.28)    $     (13.12)
                                            ----------   -------    ------------     ------------
</TABLE>

 
    The fair value of each option grant for the Company's plans is estimated on
the date of the grant using the minimum value pricing model, with the following
weighted average assumptions used for grants in 2000, 1999 and 1997. There were
no grants of options in 1998.
 

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                -------------------   SEPTEMBER 30,
                                                  1997       1999         2000
                                                --------   --------   -------------
<S>                                             <C>        <C>        <C>
Risk free interest rates......................  6.4%       5.6%       6.1%
 
Expected option lives.........................  7 years    7 years    2 years
 
Expected dividend yields......................  0%         0%         0%
</TABLE>

 
(15)  SEGMENT AND RELATED INFORMATION
 
    The Company operates in one significant business segment.
 
    Revenues by geographic area consists of the following:
 

<TABLE>
<CAPTION>
                                               YEARS ENDED                         NINE MONTHS ENDED
                                ------------------------------------------   -----------------------------
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                    1997           1998           1999           1999            2000
                                ------------   ------------   ------------   -------------   -------------
                                                                              (UNAUDITED)
<S>                             <C>            <C>            <C>            <C>             <C>
United States.................  $ 6,263,264    $ 7,347,907    $ 8,169,470     $ 6,266,620     $ 6,867,515
United Kingdom................    2,668,300      2,458,772     15,353,761      10,344,187      11,549,083
Canada and Europe.............    2,532,593      2,347,346      2,654,583       1,859,106       3,652,428
                                -----------    -----------    -----------     -----------     -----------
                                $11,464,157    $12,154,025    $26,177,814     $18,469,913     $22,069,026
                                ===========    ===========    ===========     ===========     ===========
</TABLE>

 
                                      F-24

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(15)  SEGMENT AND RELATED INFORMATION (CONTINUED)
    Long lived assets by geographic area consists of the following:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,
                                              1998           1999           2000
                                          ------------   ------------   -------------
<S>                                       <C>            <C>            <C>
United States...........................    $260,977      $  307,286     $  259,430
United Kingdom..........................     677,889       1,189,269      1,197,896
Canada and Europe.......................      31,039          63,367         55,772
                                            --------      ----------     ----------
                                            $969,905      $1,559,922     $1,513,098
                                            ========      ==========     ==========
</TABLE>

 
(16)  INCOME (LOSS) PER SHARE
 
    Basic income (loss) per share is based upon net income less dividends on
preferred stock divided by the weighted average common shares outstanding during
each year. The calculation of diluted net income (loss) per share assumes
conversion of convertible preferred stock, stock options and common stock
warrants into common stock, and also adjusts net income (loss) for the effect of
converting convertible preferred stock and common stock warrants into common
stock. Net income (loss) and shares used to compute net income per share, basic
and diluted, are reconciled below:
 

<TABLE>
<CAPTION>
                                              YEARS ENDED                         NINE MONTHS ENDED
                               ------------------------------------------   -----------------------------
                               DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                   1997           1998           1999           1999            2000
                               ------------   ------------   ------------   -------------   -------------
                                                                             (UNAUDITED)
<S>                            <C>            <C>            <C>            <C>             <C>
Net income (loss) available
  to common shareholders.....   $  985,540      $ (50,524)   $(29,576,503)   $(6,321,331)   $(83,983,969)
Effect of dilutive
  securities:
Common stock warrants........      116,574             --              --             --              --
                                ----------      ---------    ------------    -----------    ------------
Net income (loss), assuming
  dilution...................   $1,102,114      $ (50,524)   $(29,576,503)   $(6,321,331)   $(83,983,969)
                                ==========      =========    ============    ===========    ============
Weighted average common
  shares outstanding during
  the year...................    7,406,486      5,598,626       5,598,626      5,598,626       6,407,682
Effect of dilutive
  securities:
Common stock warrants........    8,509,911             --              --             --              --
Common stock options.........    1,583,797             --              --             --              --
                                ----------      ---------    ------------    -----------    ------------
                                17,500,194      5,598,626       5,598,626      5,598,626       6,407,682
                                ==========      =========    ============    ===========    ============
</TABLE>

 
    For the years ended December 31, 1999 and 1998, and for the nine months
ended September 30, 2000 and 1999, common equivalent shares of 11,378,110,
9,688,766, 10,628,401 and 11,446,996, respectively, resulting from stock
options, warrants and restricted stock were not included in the computation of
diluted earnings per share because to do so would have been antidilutive.
 
                                      F-25

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(17)  ACCRUED EXPENSES
 
    Accrued expenses consist of:
 

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                                    ---------------------   SEPTEMBER 30,
                                                      1998        1999          2000
                                                    --------   ----------   -------------
<S>                                                 <C>        <C>          <C>
Accrued compensation and payroll..................  $392,066   $  736,021    $  955,543
Accrued interest..................................     8,062      158,101       153,682
Accrued legal and professional fees...............   128,812      251,926       720,599
Other.............................................    57,349      253,475       436,723
                                                    --------   ----------    ----------
                                                    $586,289   $1,399,523    $2,266,547
                                                    ========   ==========    ==========
</TABLE>

 
(18) CONTINGENCIES
 
    The Company is subject to legal proceedings and claims arising out of its
normal course of business. Management, after review and consultation with
counsel, considers that amounts accrued for in connection therewith are
adequate.
 
(19) CONCENTRATION OF CREDIT RISK
 
    One commercial customer accounted for 44% of revenues for the year ended
December 31, 1999 and 39% and 41% for the nine months ended September 30, 2000
and 1999, respectively. At September 30, 2000 and 1999, and December 31, 1999,
one customer accounted for 41%, 46% and 48% of accounts receivable,
respectively. Except as noted above, no other individual customer accounted for
more than 10% of revenues for the nine months ended September 30, 2000 and 1999
and for the years ended December 31, 1999, 1998, and 1997. In addition, except
as noted above, no other individual customer accounted for more than 10% of
account receivable at September 30, 2000, December 31, 1999 and December 31,
1998.
 
(20) STOCK SPLIT
 
    On October 25, 2000, the Board of Directors approved a merger, subject to
stockholder approval, of the Company with and into its wholly-owned subsidiary,
Harvard Bioscience, Inc., to be effected prior to the consummation of the
anticipated initial public offering ("IPO"). In the merger each share of common
stock of the Company will be exchanged for one share of Harvard Bioscience, Inc.
The Board of Directors of Harvard Bioscience, Inc. has approved a 19.71:1 stock
split effective immediately after consummation of the merger. All common stock
share and per share data have been restated in these financial statements for
all periods presented to reflect this split.
 
(21) SUBSEQUENT EVENT
 
    Subsequent to September 30, 2000, 5,913 stock options were granted to
employees resulting in deferred compensation of approximately $65,000.
 
                                      F-26

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(22) UNASSERTED LEGAL CLAIM (UNAUDITED)
 
    On November 7, 2000 the Company received correspondence from counsel to
Harvard University claiming that the Company's use of the term "Harvard
Bioscience" and other terms containing or consisting of the term "Harvard"
constitutes trademark infringement, false designation of origin, unfair
competition and cybersquatting. Counsel to Harvard University has threatened
legal action if the Company does not take certain steps, including ceasing and
permanently refraining from using these terms. Management denies the allegations
contained in the above correspondence, and intends to vigorously seek to protect
the Company's rights should such claims be asserted against the Company.
 
                                      F-27

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
The Directors present their report and the audited financial statements for the
year ended 31st December 1998.
 
TRADING RESULTS FOR THE YEAR AND OUTLOOK
 
    The trading results for the year are set out on page F-29 of the accounts.
The year was satisfactory.
 
    Following the Company's disposal of the majority of its net assets on the
26th February 1999, (note 23), the Company will cease to trade.
 
PRINCIPAL ACTIVITIES
 
    During the year the Company developed, manufactured and marketed scientific
instruments and associated chemicals.
 
DIRECTORS
 
    The Directors throughout the year were as listed below. None of the
Directors holds any beneficial interest in the share capital of the Company.
 

<TABLE>
<S>              <C>        <C>        <C>        <C>
W.B. Brown       --         Managing   Resigned   01/03/99
J.G. Lee         --                    Joined     23/12/98
K.T. Krzywicki   --                    Joined     23/12/98
</TABLE>

 
YEAR 2000 AND EUROPEAN MONETARY UNION
 
    As the Company ceased to trade on the 26th February 1999 the directors are
satisfied that there are no risks associated with the impact of the Year 2000
date change or European Monetary Union.
 
RESEARCH AND DEVELOPMENT
 
    It is the Company's policy to carry out research and development to develop
products in the fields of spectrophotometry and amino acid analysis. Our
objective is the rapid creation of products utilising Biochrom's strengths in
electronic, software, optical and mechanical design plus production skills.
 
    Expenditure on research and development is set out in the profit and loss
accounts on page F-29.
 
CLOSE COMPANY PROVISIONS
 
    As far as the Directors are aware the close company provisions of the Income
and Corporation Taxes Act 1988 as amended do not apply to the Company. There has
been no change in this respect since the end of the financial year.
 
POST BALANCE SHEET EVENT
 
    Effective 26th February 1999, the Company sold the majority of its net
assets to Biochrom Limited.
 
    (See note 23).
 
                                      F-28

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
AUDITORS
 
    Our auditors, Coopers & Lybrand, merged with Price Waterhouse on 1
July 1998, following which Coopers & Lybrand resigned and the directors
appointed the new firm, PricewaterhouseCoopers, as auditors.
 
    A resolution to reappoint PricewaterhouseCoopers as auditors to the company
will be proposed at the annual general meeting.
 
BY ORDER OF THE BOARD
 
J.G. LEE
DIRECTOR
 
                                      F-29

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                         YEAR ENDED 31ST DECEMBER 1998
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES
 
    Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
these financial statements, the directors are required to:
 
    * Select suitable accounting policies and then apply them consistently;
 
    * Make judgements and estimates that are reasonable and prudent;
 
    * State whether applicable accounting standards have been followed, subject
      to any material departures disclosed and explained in the financial
      statements;
 
    * Prepare the financial statements on the going concern basis unless it is
      inappropriate to presume that the company will continue in business.
 
    The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
 
BY ORDER OF THE BOARD
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-30

<PAGE>
                    REPORT OF THE AUDITORS TO THE MEMBERS OF
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
 
                      REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Directors of Pharmacia & Upjohn (Cambridge) Limited:
 
    In our opinion, the accompanying balance sheet, profit and loss account and
statement of cash flows present fairly, in all material respects, the financial
position of Pharmacia & Upjohn (Cambridge) Limited as at 31 December 1997 and
1998 and the profit and loss accounts and cash flows for the years ended
31 December 1997 and 1998 in conformity with generally accepted accounting
principles in the United Kingdom, which differ in certain respects from those
accepted in the United States (see note 24 to the financial statements).
 
    These financial statements are the responsibility of Pharmacia & Upjohn
(Cambridge) Limited's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
 
    We conducted our audit of these statements in accordance with generally
accepted auditing standards in the United Kingdom and the United States. These
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statements presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
 
PRICEWATERHOUSECOOPERS
Chartered Accountants and Registered Auditors
Cambridge, England
February 26, 1998 (year ended December 31, 1997)
and April 9, 1999 (year ended December 31, 1998),
except for Note 24, which is as of September 15, 2000.
 
                                      F-31

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
                            PROFIT AND LOSS ACCOUNT
                         YEAR ENDED 31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                              1998                           1997
                                                    ------------------------   --------------------------------
                                          NOTES         L             L            L                 L
                                         --------   ----------   -----------   ----------   -------------------
<S>                                      <C>        <C>          <C>           <C>          <C>
TURNOVER...............................     2                      7,101,776                          8,699,944
Cost of sales..........................                           (5,160,296)                        (6,252,278)
                                                                 -----------                -------------------
GROSS PROFIT...........................                            1,941,480                          2,447,666
Distribution costs.....................               (457,939)                  (421,254)
Administration costs...................               (604,918)                  (493,374)
Research and Development costs.........               (395,569)                  (418,000)
                                                    ----------                 ----------
                                                    (1,458,426)                (1,332,628)
Other operating income.................     4           48,808                     61,019
                                                    ----------                 ----------
NET OPERATING EXPENSES.................                           (1,409,618)                        (1,271,609)
                                                                 -----------                -------------------
OPERATING PROFIT.......................     3                        531,862                          1,176,057
Interest receivable....................     5                         83,095                            114,392
                                                                 -----------                -------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE
  TAXATION.............................                              614,957                          1,290,449
Tax on profit on ordinary activities...     6                       (194,935)                          (444,323)
                                                                 -----------                -------------------
PROFIT FOR THE YEAR....................                              420,022                            846,126
Dividend Paid Net......................                                   --                         (2,349,827)
                                                                 -----------                -------------------
PROFIT(LOSS) RETAINED FOR THE YEAR.....                             L420,022                        L(1,503,701)
                                                                 ===========                ===================
</TABLE>

 
Reserves statement see note 15
 
All activities are discontinued (note 23).
 
    The company has no recognised gains and losses other than those included in
the profits above, and therefore no separate statement of total recognised gains
and losses has been presented.
 
    There is no difference between the profit on ordinary activities before
taxation and the retained profit for the year stated above and historical cost
equivalents.
 
                                      F-32

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                                 BALANCE SHEET
 
                               31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                                    1998                             1997
                                                       ------------------------------   ------------------------------
                                             NOTES         L               L                L               L
                                            --------   ---------   ------------------   ---------   ------------------
<S>                                         <C>        <C>         <C>                  <C>         <C>
FIXED ASSETS
Tangible assets...........................    9                               415,900                          455,504
 
CURRENT ASSETS
Stock.....................................   10          636,556                          706,141
Debtors...................................   11        1,603,559                        1,537,499
Cash at bank and in hand..................             1,545,230                        1,026,766
                                                       ---------                        ---------
                                                       3,785,345                        3,270,406
CREDITORS: Amounts falling due within one
  year....................................   12          888,747                          804,784
                                                       ---------                        ---------
 
NET CURRENT ASSETS........................                                  2,896,598                        2,465,622
                                                                   ------------------               ------------------
 
TOTAL ASSETS LESS CURRENT LIABILITIES.....                                 L3,312,498                       L2,921,126
PROVISIONS FOR LIABILITIES AND CHARGES....   13                                46,350                           75,000
                                                                   ------------------               ------------------
NET ASSETS................................                                 L3,266,148                       L2,846,126
                                                                   ==================               ==================
 
CAPITAL AND RESERVES
Called up share capital...................   14                             2,000,000                        2,000,000
Profit and loss account...................   15                             1,266,148                          846,126
                                                                   ------------------               ------------------
 
EQUITY SHAREHOLDERS' FUNDS................   16                            L3,266,148                       L2,846,126
                                                                   ==================               ==================
</TABLE>

 
    The financial statements on pages F-29 to F-43 were approved by the Board of
Directors on 9 April 1999 and were signed on its behalf by:
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-33

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
           CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                                1998        1997
See note 19                                                   --------   ----------
<S>                                                           <C>        <C>
                                                                 L           L
Operating Activities
Net cash in flow from operating activities..................   742,243    1,355,841
 
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received...........................................    81,764      118,918
                                                              --------   ----------
 
TAXATION
UK Corporation Tax paid.....................................  (160,915)    (576,323)
Advance Corporation Tax paid................................        --     (587,457)
                                                              --------   ----------
                                                              (160,915)  (1,163,780)
                                                              --------   ----------
 
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets...........................  (144,628)    (123,966)
Sale of tangible fixed assets...............................        --          350
                                                              --------   ----------
                                                              (144,628)    (123,616)
                                                              --------   ----------
 
Equity Dividends Paid Net...................................        --   (2,349,827)
                                                              --------   ----------
INCREASE/(DECREASE) IN CASH IN THE PERIOD...................   518,464   (2,162,464)
                                                              ========   ==========
</TABLE>

 
                                      F-34

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
1. ACCOUNTING POLICIES
 
(a) BASIS OF ACCOUNTING
    Although it is intended that the Company shall cease to trade following the
    sale of its net assets on the 26th February 1999 (note 23), the accounts
    have been prepared on the going concern basis. This is because in the
    directors' opinion there is no material difference between the recoverable
    amounts of the assets and liabilities and their values in the balance sheet.
    The accounts have been prepared on the historical cost basis and in
    accordance with applicable Accounting Standards in the United Kingdom. A
    summary of the more important accounting policies which have been applied
    consistently is set out below:
 
(b) DEPRECIATION OF TANGIBLE FIXED ASSETS
    The cost of fixed assets is their purchase cost, together with any
    incidental costs of acquisition.
 
    Depreciation is calculated using the straight line method to write off the
    fixed assets over their estimated useful lives as follows:
 

<TABLE>
<S>                                                           <C>        <C>
Leasehold improvements......................................     --        7 years
Plant, machinery, equipment and tooling.....................     --      3-7 years
Computer equipment..........................................     --        5 years
</TABLE>

 
(c) DEFERRED TAXATION
    Provision is made using the liability method for the tax effect of all
    material timing differences between profits computed for taxation purposes
    and those stated in the accounts, except insofar as the timing differences
    are expected to continue for the foreseeable future.
 
(d) FOREIGN CURRENCY
    Assets and liabilities in foreign currencies are translated to sterling at
    the rates of exchange ruling at the end of the financial year. Exchange
    differences resulting from changes in foreign currency rates are written off
    to the profit and loss account.
 
(e) RESEARCH AND DEVELOPMENT EXPENDITURE
    Expenditure on research and development is written off to the profit and
    loss account during the year in which it is incurred.
 
(f) OPERATING LEASES
    Costs in respect of operating leases are charged on a straight line basis in
    arriving at the operating profit.
 
                                      F-35

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
1. ACCOUNTING POLICIES (CONTINUED)
 

<TABLE>
<S>                                                           <C>        <C>
</TABLE>

 
(g) STOCKS AND WORK IN PROGRESS
    Stocks are stated at the lower of cost and net realisable value. Cost in
    this context includes all attributable costs in getting each item to its
    present location and condition and, for finished goods and work in progress,
    a proportion of attributable overheads based on a normal level of activity.
    Net realisable value is the price at which stock can be sold in the normal
    course of business after allowing for the costs of realisation, and where
    appropriate, the costs of conversion from their existing state to a finished
    condition. Provision is made for obsolete, slow moving and defective stocks.
 
(h) PENSION COSTS
    The Company operates a funded defined benefit pension scheme which is
    contracted out of the state scheme. The fund is valued every three years by
    a professionally qualified independent actuary, the rates of contribution
    payable being determined by the actuary. Pension costs are accounted for on
    the basis of charging the expected cost of providing pensions over the
    period during which the company benefits from the employees' services. The
    effects of variations from regular cost are spread over the expected average
    remaining service lives of members of the scheme.
 
2. TURNOVER
 
    Turnover represents the invoiced value of goods and services supplied during
the year, less trade discounts and trade commissions, excluding Value Added Tax.
 
    Turnover arises from the principal activity of the Company and was derived
from the following geographical areas by destination:
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Europe...............................................           4,519,415            5,280,673
Asia and Australasia.................................             831,277              978,144
The Americas.........................................           1,693,897            2,301,527
Middle East and Africa...............................              57,187              139,600
                                                       ------------------   ------------------
Turnover is all UK by origin.........................           7,101,776            8,699,944
                                                       ==================   ==================
</TABLE>

 
                                      F-36

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
3. OPERATING PROFIT
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Operating profit has been arrived at after charging:-
  Auditors remuneration--audit services..............              22,030               19,350
                     --non audit services............              13,325               15,175
Operating lease rentals:-
  Machinery, equipment and vehicles..................              51,753               58,987
  Premises...........................................             231,333              227,000
  Depreciation.......................................             190,915              212,740
</TABLE>

 
4. OTHER OPERATING INCOME
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Miscellaneous income.................................              48,808               61,019
                                                       ------------------   ------------------
                                                                  L48,808              L61,019
                                                       ==================   ==================
</TABLE>

 
5. INTEREST RECEIVABLE
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
On bank current account cash balance.................              83,095              114,392
                                                       ------------------   ------------------
                                                                  L83,095             L114,392
                                                       ==================   ==================
</TABLE>

 
6. TAXATION
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
United Kingdom corporation tax at 31%
  Current............................................             193,000              439,000
Under provision in respect of prior years;
  Current............................................               1,935                5,323
                                                       ------------------   ------------------
                                                                 L194,935             L444,323
                                                       ==================   ==================
</TABLE>

 
                                      F-37

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
7. EMPLOYEES
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                              NO.                  NO.
The average number of employees, (including the
  executive Director) was made up as follows:
  Manufacturing, production and development..........                  48                   48
  Distribution.......................................                   7                    8
  Administration.....................................                   5                    5
                                                       ------------------   ------------------
                                                                       60                   61
                                                       ==================   ==================
                                                               L                    L
Staff costs, including full time working Directors
  amounted to:
  Salaries and bonuses...............................           1,308,728            1,368,189
  National insurance.................................             105,959              107,986
  Pension costs......................................             127,348              118,317
                                                       ------------------   ------------------
                                                               L1,542,035           L1,594,492
                                                       ==================   ==================
</TABLE>

 
8. DIRECTORS` EMOLUMENTS
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Emoluments of Directors of Pharmacia & Upjohn
  (Cambridge) Limited
  Fees...............................................                  --                   --
  Other emoluments--salary, bonus and benefits in
    kind.............................................              73,705               68,244
                                                       ------------------   ------------------
                                                                   73,705               68,244
                                                       ==================   ==================
</TABLE>

 
    Retirement benefits are accruing to one Director under a defined benefit
scheme (1997:one).
 
                                      F-38

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
9. TANGIBLE FIXED ASSETS
 

<TABLE>
<CAPTION>
                                                                               PLANT
                                                              LEASEHOLD      MACHINERY
                                                 COMPUTER      BUILDING     EQUIPMENT &
                                                 EQUIPMENT   IMPROVEMENTS     TOOLING       TOTAL
                                                 ---------   ------------   -----------   ---------
                                                     L            L              L            L
<S>                                              <C>         <C>            <C>           <C>
COST
At 1st January 1998............................   428,534       227,692      1,263,370    1,919,596
Disposals during year..........................   (45,949)           --        (12,929)     (58,878)
Additions......................................    42,429            --        108,882      151,311
                                                  -------       -------      ---------    ---------
At 31st December 1998..........................   425,014       227,692      1,359,323    2,012,029
                                                  -------       -------      ---------    ---------
DEPRECIATION
At 1st January 1998............................   323,582       203,176        937,334    1,464,092
Disposals during year..........................   (45,949)           --        (12,929)     (58,878)
Charge for the year............................    43,780         6,475        140,660      190,915
                                                  -------       -------      ---------    ---------
At 31st December 1998..........................   321,413       209,651      1,065,065    1,596,129
                                                  -------       -------      ---------    ---------
NET BOOK VALUE
At 31st December 1998..........................   103,601        18,041        294,258      415,900
                                                  =======       =======      =========    =========
At 31st December 1997..........................   104,952        24,516        326,036      455,504
                                                  =======       =======      =========    =========
</TABLE>

 
10. STOCK
 

<TABLE>
<CAPTION>
                                                                1998        1997
                                                              ---------   ---------
                                                                  L           L
<S>                                                           <C>         <C>
Components, materials and supplies..........................    528,408     636,259
Work in progress............................................     32,002       3,053
Finished goods..............................................     76,146      66,829
                                                              ---------   ---------
                                                               L636,556    L706,141
                                                              =========   =========
</TABLE>

 
    The Directors do not believe that the current replacement cost of stock is
materially different from its historical cost.
 
                                      F-39

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
11. DEBTORS
 

<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------   ----------
                                                                  L            L
<S>                                                           <C>          <C>
Advance Corporation Tax Recoverable.........................     307,437      306,187
Trade debtors...............................................   1,093,118    1,038,502
Amounts owed by holding company and fellow subsidiaries.....       4,145        2,814
Other debtors and prepayments...............................     198,859      189,996
                                                              ----------   ----------
                                                              L1,603,559   L1,537,499
                                                              ==========   ==========
</TABLE>

 
12. CREDITORS--AMOUNTS FALLING DUE WITHIN ONE YEAR
 

<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------   ----------
                                                                  L            L
<S>                                                           <C>          <C>
Trade creditors.............................................     484,770      526,387
Other creditors.............................................     181,806       86,986
Other taxation and social security..........................      29,171       33,681
Corporation tax.............................................     193,000      157,730
                                                              ----------   ----------
                                                                 888,747     L804,784
                                                              ==========   ==========
</TABLE>

 
13.(A) PROVISIONS FOR LIABILITIES AND CHARGES
 

<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------   --------
                                                                 L          L
<S>                                                           <C>        <C>
Pension fund liability......................................   46,350         --
</TABLE>

 
    Following the net asset sale dated 26th February 1999 a pension fund
liability may crystalise when the Company's pension fund transfers scheme assets
to Biochrom Limited's new pension scheme in 1999.
 

<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------   --------
                                                                 L          L
<S>                                                           <C>        <C>
Building lease dilapidation provision.......................       --     75,000
</TABLE>

 
    The dilapidation provision was released to the Profit and Loss account in
the light of the surrender without penalty of the building lease on the sale of
net assets of the Company described in note 23.
 
                                      F-40

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
13.(B) DEFERRED TAXATION
 
    The provision for deferred taxation, and the full potential asset, are made
up as follows:-
 

<TABLE>
<CAPTION>
                                                         1998                             1997
                                            ------------------------------   ------------------------------
                                             FULL POTENTIAL     PROVISION     FULL POTENTIAL     PROVISION
                                            (ASSET)/LIABILITY      MADE      (ASSET)/LIABILITY      MADE
                                            -----------------   ----------   -----------------   ----------
                                                    L               L                L               L
<S>                                         <C>                 <C>          <C>                 <C>
Accelerated capital allowances............       (45,713)               --         (43,881)              --
Short term timing differences.............          (738)               --         (22,499)              --
                                                --------        ----------      ----------       ----------
                                                L(46,451)              L--        L(66,380)             L--
                                                ========        ==========      ==========       ==========
</TABLE>

 
14. CALLED UP SHARE CAPITAL
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
AUTHORISED
Ordinary shares of L1 each..................................         L2,000,000          L2,000,000
                                                              =================   =================
ALLOTTED, CALLED UP AND FULLY PAID
Ordinary shares of L1 each..................................         L2,000,000          L2,000,000
                                                              =================   =================
</TABLE>

 
15. STATEMENT OF RESERVES
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
At 1st January 1998.........................................            846,126           2,349,827
Retained Profit/(Loss) for the year.........................            420,022          (1,503,701)
                                                              -----------------   -----------------
At 31st December 1998.......................................          1,266,148             846,126
                                                              =================   =================
</TABLE>

 
16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
Profit for the year.........................................            420,022             846,126
Appropriation, net dividend on ordinary shares..............                 --          (2,349,827)
                                                              -----------------   -----------------
Net addition/(reduction) to shareholders' funds.............            420,022          (1,503,701)
Opening shareholders' funds.................................          2,846,126           4,349,827
Closing shareholders' funds.................................          3,266,148           2,846,126
                                                              =================   =================
</TABLE>

 
                                      F-41

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
17. CAPITAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
Future capital expenditure contracted, but not provided
  for:......................................................                 --                  --
                                                              =================   =================
</TABLE>

 
18. CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                                    1998               1997
                                                              ----------------   ----------------
                                                                     L                  L
<S>                                                           <C>                <C>
Amount of performance bonds.................................               944                944
Guarantee given to H.M. Customs & Excise in respect of
  import duty & VAT.........................................           120,000            120,000
                                                              ----------------   ----------------
                                                                      L120,944           L120,944
                                                              ================   ================
</TABLE>

 
    a)  The Directors do not expect liabilities to arise from the performance
       bonds issued.
 
    b)  The company has entered into a composite accounting agreement with
       Barclays Bank PLC., along with other members of the Pharmacia & Upjohn
       Limited group. As a member of the Pharmacia & Upjohn Limited group cash
       pool, the company has a contingent liability of L10 million (1997
       L10 million) in respect of overdrafts of the other members in the group
       cash pool.
 
    c)  At 31st December 1998, the Company had financial commitments in respect
       of operating leases for vehicles, equipment and premises, terminating in
       1999 and thereafter. The total amount payable in the next year under
       these leases is as follows:-
 

<TABLE>
<CAPTION>
                                                                       1998                             1997
                                                        ----------------------------------   ---------------------------
                                                            LAND AND                         LAND AND
                                                           BUILDINGS            OTHER        BUILDINGS        OTHER
                                                        ----------------   ---------------   ---------   ---------------
                                                               L                  L              L              L
<S>                                                     <C>                <C>               <C>         <C>
Leases expiring between
Less than one year....................................           170,250             3,870          --             2,894
One to two years......................................                --             2,497     227,000             4,992
Two and five years inclusive..........................                --            42,048          --            34,356
                                                        ----------------   ---------------   ---------   ---------------
                                                                L170,250           L48,415    L227,000           L42,242
                                                        ================   ===============   =========   ===============
</TABLE>

 
                                      F-42

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
19. CASH FLOW STATEMENT
 
(a) Reconciliation of operating profit to net cash inflow from operating
    activities:
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              ----------------   ------------------
                                                                     L                   L
<S>                                                           <C>                <C>
Operating profit............................................           531,862            1,176,057
Depreciation charges........................................           190,915              212,740
(Gain) on sale of tangible fixed assets.....................                --                 (215)
Decrease/(Increase) in stocks...............................            69,585               59,566
(Increase) in debtors.......................................           (63,479)             (63,377)
Increase/(Decrease) in creditors............................            13,360              (28,930)
                                                              ----------------   ------------------
Net cash inflow from operating activities...................          L742,243           L1,355,841
                                                              ================   ==================
</TABLE>

 
(b) Analysis of changes in net funds and movement during the year
 

<TABLE>
<CAPTION>
                                                                     1998                 1997
                                                              ------------------   ------------------
                                                                      L                    L
<S>                                                           <C>                  <C>
Balance at 1st January 1998.................................           1,026,766            3,189,230
Net cash inflow/(outflow)...................................             518,464           (2,162,464)
                                                              ------------------   ------------------
Balance at 31st December 1998...............................          L1,545,230           L1,026,766
                                                              ==================   ==================
</TABLE>

 
(c) Analysis of the balances of cash shown in the balance sheet
 

<TABLE>
<CAPTION>
                                                                                       CHANGE
                                                                1998        1997      IN YEAR
                                                              ---------   ---------   --------
                                                                  L           L          L
<S>                                                           <C>         <C>         <C>
Cash at bank and in hand....................................  1,545,230   1,026,766   518,464
</TABLE>

 
20. PENSION OBLIGATIONS
 
    The Company participates in a pension fund operated by Pharmacia Biotech UK,
a branch office of Pharmacia Biotech Europe GmbH (previously Pharmacia Limited)
providing benefits based on final pensionable pay. The assets of the fund are
held separately from those of the Company being invested with investment
managers in a managed fund.
 
                                      F-43

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
20. PENSION OBLIGATIONS (CONTINUED)
    The total pension cost for the company is set out in note 7. The pension
cost is assessed in accordance with the advice of an independent qualified
actuary using the projected unit method. The most recent actuarial valuation
adopted by the Trustees of the Pharmacia Limited Staff Superannuation Fund was
as at 1 January 1997. The assumptions which had the most significant effect on
the results of the valuation were those relating to:
 
    a)  the future rate of investment return on the fund;
 
    b)  the future rate at which members' salaries would increase;
 
    c)  the rate of withdrawal from service.
 
    It was assumed that the long term rate of investment return would be at an
average of 9% per annum and the rate of future salary increases would be at 7.5%
per annum. The rate of withdrawal from service was selected at a rate slightly
less than the rate experienced over the inter-valuation period.
 
    The most recent actuarial valuation adopted by the Trustees showed that the
market value of the fund's assets was L5,564,000 and that the actuarial value of
those assets represented 112% of the benefits that had accrued to members, after
allowing for expected future increases in basic salary.
 
    The existing pension fund was formed in 1986 by the amalgamation of the
Pharmacia Biotech Limited and Pharmacia LKB Biochrom Limited schemes. Following
the net asset sale on 26 February 1999 (note 23), all Pharmacia Biotech active
members (staff formerly employed by Pharmacia Biotech Limited) will transfer
into the Nycomed Amersham Scheme. The remaining "Biochrom" active members will
have the choice to transfer into the new Biochrom Limited pension scheme. All
current and deferred members will remain in the Pharmacia Biotech UK Pension
Fund which will be administered by Pharmacia & Upjohn at Milton Keynes.
 
21. RELATED PARTY TRANSACTIONS
 
    As a wholly owned subsidiary, whose results are included in the consolidated
financial statements of Pharmacia & Upjohn, Inc. (see note 22), the company is
exempt from the requirement to disclose details of transactions with other group
companies.
 
    The Director regards Amersham Pharmacia Biotech AB ("APB") as a related
party by virtue of the fact that the company's ultimate parent undertaking
Pharmacia & Upjohn Inc. holds a 45% interest in APB and that there are certain
common directorships. Sales to APB group companies amounted to L6,608,485 and
the company was owed L1,010,761 as at 31 December 1998 in relation to trading
balances.
 
                                      F-44

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
22. ULTIMATE AND IMMEDIATE PARENT UNDERTAKING
 
    The directors regard Pharmacia & Upjohn, Inc, a company incorporated in the
USA, as the ultimate parent and controlling undertaking. Copies of the ultimate
parent's consolidated financial statements may be obtained from:
 
    Pharmacia & Upjohn, Inc
    7000 Portage Road, Kalamazoo
    Michigan 49001, USA
 
    According to the register kept by the company, Pharmacia & Upjohn Limited, a
company registered in England and Wales, has a 100% interest in the equity
capital of the company at 31 December 1998.
 
23. POST BALANCE SHEET EVENTS
 
    On the 26th February 1999, the Company sold the majority of its net assets
to Biochrom Limited for a consideration of US Dollars 6,362,574. Following this,
the Company will cease to trade.
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP")
 
    The company has prepared financial statements in accordance with UK GAAP.
There are no reconciling differences between US and UK GAAP related to the
equity shareholders' funds as of 31 December 1997 and 1998 and the net income
for the years ended 31 December 1997 and 1998. The financial statements reflect
all costs of doing business including costs incurred by other group companies on
behalf of the Company. As of 31 December 1997 and 1998 the following other
differences exist:
 
DEFERRED TAXATION
 
    Under UK GAAP, provision for deferred tax is only required to the extent
that it is probable that a taxation liability or asset will crystallise, in the
foreseeable future, as a result of timing differences between taxable profits
and accounting profit, with provision made at the known tax rate.
 
    Under US GAAP, full provision for deferred tax is required to the extent
that accounting profit differs from taxable profit due to temporary differences.
Provision is made at the tax rate in effect at the time the difference is likely
to reverse. A valuation adjustment is made against deferred tax assets when it
is more likely than not that a deferred tax asset will not be realised. As such,
provision for the taxable losses carried forward of L46,451 would be provided
with a valuation allowance for the full amount, resulting in no net impact on
the profit and loss account or shareholders' equity, as of 31 December 1998.
Provision for the taxable losses carried forward of L66,380 would be provided
with a valuation allowance for the full amount, resulting in no net impact on
the profit and loss account or shareholders' equity, as of 31 December 1997.
 
                                      F-45

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP") (CONTINUED)
CASH FLOW STATEMENTS
 
    The cash flow statement is prepared in accordance with United Kingdom
Financial Reporting Standard 1 "FRS 1 (Revised 1996)", whose objective and
principles are similar to those set out in SFAS No.95, "Statement of Cash
Flows". The principal differences between the standards relate to
classification. Under FRS 1 (Revised 1996), the company presents its cash flows
for (a) operating activities, (b) returns on investments and servicing of
finance, (c) taxation, (d) capital expenditure and financial investment,
(e) equity dividends paid, (f) management of liquid resources and
(g) financing. SFAS No.95 requires only three categories of cash flow activity
being (a) operating, (b) investing and (c) financing.
 
    Cash flows from taxation and returns on investments and servicing of finance
under FRS 1 (Revised 1996) would be included as operating activities under SFAS
No.95, capital expenditure and financial investment would be included as
investing activities, and equity dividends paid would be included as a financing
activity under SFAS No.95. Under FRS 1 (Revised 1996) cash comprises cash in
hand and deposits repayable on demand, less overdrafts repayable on demand, and
liquid resources comprise current asset investments held as readily disposable
stores of value. Under SFAS No.95 cash equivalents, comprising short-term highly
liquid investments, generally with original maturities of three months or less,
are grouped together with cash. Cash equivalents exclude overdrafts. There are
no differences between cash as stated under UK GAAP and cash and cash
equivalents as stated under US GAAP at 31 December 1997 and 1998.
 
    Set out below, for illustrative purposes, is a summary of cash flows under
US GAAP.
 

<TABLE>
<CAPTION>
                                                              YEAR ENDED 31 DECEMBER
                                                              ----------------------
                                                                1998         1997
                                                              ---------   ----------
                                                                L'000       L'000
<S>                                                           <C>         <C>
Net cash provided by operating activities...................    663,092      310,979
Net cash used in investing activities.......................   (144,628)    (123,616)
Net cash used in financing activities.......................         --   (2,349,827)
                                                              ---------   ----------
Net increase/(decrease) in cash and cash equivalents........    518,464   (2,612,464)
Cash and cash equivalents at beginning of period............  1,026,766    3,639,230
Cash and cash equivalents at end of period..................  1,545,230    1,026,766
                                                              ---------   ----------
Supplement cash flow information:
Cash paid for interest......................................         --           --
Cash paid for income taxes..................................   (160,915)  (1,163,780)
                                                              ---------   ----------
</TABLE>

 
                                      F-46

<PAGE>
PROSPECTUS               ,2000
 
                       [THOMAS WEISEL PARTNERS LLC LOGO]
 
                           [HARVARD BIOSCIENCE LOGO]
 
                                6,422,450 SHARES
                                  COMMON STOCK
 
                           THOMAS WEISEL PARTNERS LLC
                             DAIN RAUSCHER WESSELS
                                  ING BARINGS
 
------------------------------------------------------------
 
Neither we nor any of the underwriters have authorized anyone to provide
information different from that contained in this prospectus. When you make a
decision about whether to invest in our common stock, you should not rely upon
any information other than the information in this prospectus. Neither the
delivery of this prospectus nor the sale of our common stock means that
information contained in this prospectus is correct after the date of this
prospectus. This prospectus is not an offer to sell or solicitation of an offer
to buy these shares of common stock in any circumstances under which the offer
or solicitation is unlawful.
 
Until               , 2000 (25 days after commencement of this offering), all
dealers that buy, sell or trade these shares of common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This is
an addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The following table sets forth the estimated expenses payable by us in
connection with the offering (excluding underwriting discounts and commissions):
 
   

<TABLE>
<CAPTION>
NATURE OF EXPENSE                                               AMOUNT
-----------------                                             ----------
<S>                                                           <C>
SEC Registration Fee........................................  $   25,260
NASD Filing Fee.............................................      10,070
Nasdaq National Market Listing Fee..........................      95,000
Accounting Fees and Expenses................................     550,000
Legal Fees and Expenses.....................................     600,000
Printing Expenses...........................................     200,000
Blue Sky Qualification Fees and Expenses....................       5,000
Transfer Agent's Fee........................................       5,000
Miscellaneous...............................................       9,670
                                                              ----------
    TOTAL...................................................  $1,500,000
</TABLE>

    
 
    The amounts set forth above, except for the Securities and Exchange
Commission, National Association of Securities Dealers, Inc. and Nasdaq National
Market fees, are in each case estimated.
 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    In accordance with Section 145 of the Delaware General Corporation Law,
Article VII of our certificate of incorporation provides that none of our
directors will be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(1) for any breach of the director's duty of loyalty to us or our stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) in respect of unlawful dividend
payments or stock redemptions or repurchases, or (4) for any transaction from
which the director derived an improper personal benefit. In addition, our
certificate of incorporation provides that if the Delaware General Corporation
Law is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
 
    Article V of our by-laws provides for our indemnification of our officers
and certain non-officer employees under certain circumstances against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or employee
of the registrant if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to our best interests, and, with
respect to criminal actions or proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.
 
    Prior to the offering, we will have entered into indemnification agreements
with each of our directors. The form of indemnification agreement provides that
we will indemnify our directors for expenses incurred because of their status as
a director to the fullest extent permitted by Delaware law, our certificate of
incorporation and our by-laws.
 
                                      II-1

<PAGE>

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
    Set forth in chronological order below is information regarding the number
of shares of capital stock issued by us since October 15, 1997. Also included is
the consideration, if any, received by us for such shares. There was no public
offering in any such transaction and we believe that each transaction was exempt
from the registration requirements of the Securities Act of 1933 by reason of
Section 4(2) thereof, based on the private nature of the transactions and the
financial sophistication of the purchasers, all of whom had access to complete
information concerning us and acquired the securities for investment and not
with a view to the distribution thereof. In addition, we believe that the
transactions described below with respect to issuances and option grants to our
employees and directors were exempt from the registration requirements of said
Act by reason of Section 4(2) of said Act or Rule 701 promulgated thereunder.
 
    (a) ISSUANCE OF CAPITAL STOCK
 
       (i) In 1999, we issued an aggregate of 48,500 shares of our series B
           convertible preferred stock to Ascent Venture Partners, L.P.
           (formerly known as Pioneer Capital Corp.) and Citizens Capital, Inc.
           for an aggregate purchase price of $1,000,000.
 
       (ii) In March 2000, we issued 1,091,716 shares of our common stock upon
           the exercise of previously granted stock options at an aggregate
           exercise price of $1,792.14.
 
       (iii) In September 2000, we issued 2,376,236 shares of our common stock
           upon the exercise of previously granted stock options at an aggregate
           exercise price of $1,549,155.40.
 
    (b) GRANTS OF STOCK OPTIONS
 
       (i) As of October 15, 2000, options to purchase 599,096 shares of common
           stock were outstanding under our 1996 Stock Option and Grant Plan.
           None of these options is exercisable within 60 days of such date. All
           such options were granted between March 1996 and October 2000 to our
           officers, directors, employees and consultants.
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    (A) EXHIBITS.  The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.
 
   

<TABLE>
    <C>       <S>
       1.1    Form of Underwriting Agreement.
     **2.1    Asset Purchase Agreement dated March 2, 1999 by and among
              Biochrom Limited and Pharmacia Biotech Limited and Pharmacia
              & Upjohn, Inc. and Harvard Apparatus, Inc. (Excluding
              schedules and exhibits which Registrant agrees to furnish
              supplementally to the Commission upon request.)
     **2.2    Asset Purchase Agreement dated July 14, 2000 by and between
              Harvard Apparatus, Inc., AmiKa Corporation and Ashok Shukla.
              (Excluding schedules and exhibits which Registrant agrees to
              furnish supplementally to the Commission upon request.)
     **3.1    Form of Amended and Restated Certificate of Incorporation of
              the Registrant.
     **3.2    Form of Second Amended and Restated Certificate of
              Incorporation of the Registrant.
     **3.3    Form of Amended and Restated By-laws of the Registrant.
     **4.1    Specimen certificate for shares of Common Stock, $0.01 par
              value, of the Registrant.
     **4.2    Amended and Restated Securityholders' Agreement dated as of
              March 2, 1999 by and among Harvard Apparatus, Inc., Pioneer
              Ventures Limited Partnership, Pioneer Ventures Limited
              Partnership II, Pioneer Capital Corp., First New England
              Capital, L.P. and Citizens Capital, Inc. and Chane Graziano
              and David Green.
     **5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of
              the securities offered.
</TABLE>

    
 
                                      II-2

<PAGE>
   

<TABLE>
    <C>       <S>
    **10.1    Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
    **10.2    Harvard Bioscience, Inc. 2000 Stock Option and Incentive
              Plan.
    **10.3    Harvard Bioscience, Inc. Employee Stock Purchase Plan.
     +10.4    Distribution Agreement dated March 2, 1999 by and between
              Biochrom Limited and Amersham Pharmacia Biotech AB.
    **10.5    Form of Employment Agreement between Harvard Bioscience and
              Chane Graziano.
    **10.6    Form of Employment Agreement between Harvard Bioscience and
              David Green.
    **10.7    Form of Employment Agreement between Harvard Bioscience and
              James L. Warren.
    **10.8    Form of Director Indemnification Agreement.
    **10.9    Lease Agreement dated December 16, 1996 between Seven
              October Hill LLC and Harvard Apparatus, Inc.
    **10.10   First Amendment to Lease dated November 13, 1998 to Lease
              Agreement dated December 16, 1996 between Seven October Hill
              LLC and Harvard Apparatus, Inc.
    **10.11   Lease of Unit 22 Phase I Cambridge Science Park, Milton
              Road, Cambridge dated March 3, 1999 between The Master
              Fellows and Scholars of Trinity College Cambridge, Biochrom
              Limited and Harvard Apparatus, Inc.
    **10.12   Lease Agreement for Commercial Premises dated November 26,
              1999 made between Mr. Heinz Dehnert, Grunstrabe 1, 79232
              March-Hugstetten, Lessor and the Company of Harvard
              Apparatus GmbH, Lessee.
    **10.13   Amended and Restated Loan and Security Agreement dated
              March 2, 1999 between Brown Brothers Harriman & Co.,
              BankBoston N.A. and Harvard Apparatus, Inc.
    **10.14   Amendment and Waiver dated December 31, 1999 to Amended and
              Restated Loan and Security Agreement between Brown Brothers
              Harriman & Co., Fleet National Bank (formerly known as
              BankBoston N.A.) and Harvard Apparatus, Inc.
    **10.15   Second Amendment dated July 14, 2000 to Amended and Restated
              Loan and Security Agreement between Brown Brothers
              Harriman & Co., and Fleet National Bank (formerly known as
              BankBoston N.A.) and Harvard Apparatus, Inc.
    **10.16   Third Amendment dated October 25, 2000 to Amended and
              Restated Loan and Security Agreement between Brown Brothers
              Harriman & Co., and Fleet National Bank (formerly known as
              BankBoston N.A.) and Harvard Apparatus, Inc.
    **21.1    Subsidiaries of the Registrant.
    **23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
              5.1 hereto).
      23.2    Consent of KPMG LLP.
      23.3    Consent of PricewaterhouseCoopers.
    **24.1    Powers of Attorney for Messrs. Graziano, Warren, Green, Dick
              and Klaffky.
    **24.2    Powers of Attorney for Messrs. Dishman, Kennedy and Lewis.
    **27.1    Financial Data Schedule.
    **99.1    Consent of Robert Dishman to be named as a person to be
              appointed a director of Registrant in this Registration
              Statement.
    **99.2    Consent of Earl R. Lewis to be named as a person to be
              appointed a director of Registrant in this Registration
              Statement.
    **99.3    Consent of John F. Kennedy to be named as a person to be
              appointed a director of Registrant in this Registration
              Statement.
</TABLE>

    
 
------------------------
 
   
 ** Previously filed.
    
 
  + Confidential treatment requested as to this previously filed exhibit.
 
                                      II-3

<PAGE>
    (B) FINANCIAL STATEMENT SCHEDULES
 
    All schedules have been omitted because they are not required or because the
required information is given in the consolidated financial statements or notes
to those statements.
 

ITEM 17.  UNDERTAKINGS
 
    The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
    The undersigned registrant hereby undertakes that:
 
        (1) For purposes of determining any liability under the Securities Act
    of 1933, the information omitted from the form of prospectus filed as part
    of this registration statement in reliance upon Rule 430A and contained in a
    form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
    or 497(h) under the Securities Act shall be deemed to be part of this
    registration statement as of the time it was declared effective.
 
        (2) For the purpose of determining any liability under the Securities
    Act of 1933, each post-effective amendment that contains a form of
    prospectus shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial BONA FIDE offering thereof.
 
                                      II-4

<PAGE>

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, on December 5,
2000.
    
 

<TABLE>
<S>                                                    <C>  <C>
                                                       HARVARD BIOSCIENCE, INC.
 
                                                       By:               /s/ JAMES WARREN
                                                            -----------------------------------------
                                                                           James Warren
                                                                     CHIEF FINANCIAL OFFICER
</TABLE>

 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
   

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                          *                            Chief Executive Officer and
     -------------------------------------------         Director (Principal         December 5, 2000
                   Chane Graziano                        Executive Officer)
 
                                                       Chief Financial Officer
                  /s/ JAMES WARREN                       (Principal Financial
     -------------------------------------------         Officer and Principal       December 5, 2000
                    James Warren                         Accounting Officer)
 
                          *
     -------------------------------------------       President and Director        December 5, 2000
                     David Green
 
                          *
     -------------------------------------------       Director                      December 5, 2000
                 Christopher W. Dick
 
                          *
     -------------------------------------------       Director                      December 5, 2000
               Richard C. Klaffky, Jr.
 
                          *
     -------------------------------------------       Director                      December 5, 2000
                   Robert Dishman
 
                          *
     -------------------------------------------       Director                      December 5, 2000
                   John F. Kennedy
 
                          *
     -------------------------------------------       Director                      December 5, 2000
                    Earl R. Lewis
</TABLE>

    
 

<TABLE>
<S>   <C>
*By:              /s/ JAMES WARREN
      ----------------------------------------
                    James Warren
                  Attorney-in-fact
</TABLE>

 
                                      II-5

<PAGE>

                                 EXHIBIT INDEX
 
   

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
       -------          ------------------------------------------------------------
<C>                     <S>
          1.1           Form of Underwriting Agreement.
        **2.1           Asset Purchase Agreement dated March 2, 1999 by and among
                          Biochrom Limited and Pharmacia Biotech Limited and
                          Pharmacia & Upjohn, Inc. and Harvard Apparatus, Inc.
                          (Excluding schedules and exhibits which Registrant agrees
                          to furnish supplementally to the Commission upon request.)
        **2.2           Asset Purchase Agreement dated July 14, 2000 by and between
                          Harvard Apparatus, Inc., AmiKa Corporation and Ashok
                          Shukla. (Excluding schedules and exhibits which Registrant
                          agrees to furnish supplementally to the Commission upon
                          request.)
        **3.1           Form of Amended and Restated Certificate of Incorporation of
                          the Registrant.
        **3.2           Form of Second Amended and Restated Certificate of
                          Incorporation of the Registrant.
        **3.3           Form of Amended and Restated By-laws of the Registrant.
        **4.1           Specimen certificate for shares of Common Stock, $0.01 par
                          value, of the Registrant.
        **4.2           Amended and Restated Securityholders' Agreement dated as of
                          March 2, 1999 by and among Harvard Apparatus, Inc.,
                          Pioneer Ventures Limited Partnership, Pioneer Ventures
                          Limited Partnership II, Pioneer Capital Corp., First New
                          England Capital, L.P. and Citizens Capital, Inc. and Chane
                          Graziano and David Green.
        **5.1           Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                          the securities offered.
       **10.1           Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
       **10.2           Harvard Bioscience, Inc. 2000 Stock Option and Incentive
                          Plan.
       **10.3           Harvard Bioscience, Inc. Employee Stock Purchase Plan.
        +10.4           Distribution Agreement dated March 2, 1999 by and between
                          Biochrom Limited and Amersham Pharmacia Biotech AB.
       **10.5           Form of Employment Agreement between Harvard Bioscience and
                          Chane Graziano.
       **10.6           Form of Employment Agreement between Harvard Bioscience and
                          David Green.
       **10.7           Form of Employment Agreement between Harvard Bioscience and
                          James L. Warren.
       **10.8           Form of Director Indemnification Agreement.
       **10.9           Lease Agreement dated December 16, 1996 between Seven
                          October Hill LLC and Harvard Apparatus, Inc.
       **10.10          First Amendment to Lease dated November 13, 1998 to Lease
                          Agreement dated December 16, 1996 between Seven October
                          Hill LLC and Harvard Apparatus, Inc.
       **10.11          Lease of Unit 22 Phase I Cambridge Science Park, Milton
                          Road, Cambridge dated March 3, 1999 between The Master
                          Fellows and Scholars of Trinity College Cambridge,
                          Biochrom Limited and Harvard Apparatus, Inc.
       **10.12          Lease Agreement for Commercial Premises dated November 26,
                          1999 made between Mr. Heinz Dehnert, Grunstrabe 1, 79232
                          March-Hugstetten, Lessor and the Company of Harvard
                          Apparatus GmbH, Lessee.
       **10.13          Amended and Restated Loan and Security Agreement dated
                          March 2, 1999 between Brown Brothers Harriman & Co.,
                          BankBoston N.A. and Harvard Apparatus, Inc.
       **10.14          Amendment and Waiver dated December 31, 1999 to Amended and
                          Restated Loan and Security Agreement between Brown
                          Brothers Harriman & Co., Fleet National Bank (formerly
                          known as BankBoston N.A.) and Harvard Apparatus, Inc.
       **10.15          Second Amendment dated July 14, 2000 to Amended and Restated
                          Loan and Security Agreement between Brown Brothers
                          Harriman & Co., and Fleet National Bank (formerly known as
                          BankBoston N.A.) and Harvard Apparatus, Inc.
       **10.16          Third Amendment dated October 25, 2000 to Amended and
                          Restated Loan and Security Agreement between Brown
                          Brothers Harriman & Co., and Fleet National Bank (formerly
                          known as BankBoston N.A.) and Harvard Apparatus, Inc.
       **21.1           Subsidiaries of the Registrant.
       **23.1           Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                          5.1 hereto).
         23.2           Consent of KPMG LLP.
</TABLE>

    
 

<PAGE>

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
       -------          ------------------------------------------------------------
<C>                     <S>
         23.3           Consent of PricewaterhouseCoopers.
       **24.1           Powers of Attorney for Messrs. Graziano, Warren, Green, Dick
                          and Klaffky.
       **24.2           Powers of Attorney for Messrs. Dishman, Kennedy and Lewis.
       **27.1           Financial Data Schedule.
       **99.1           Consent of Robert Dishman to be named as a person to be
                          appointed a director of Registrant in this Registration
                          Statement.
       **99.2           Consent of Earl R. Lewis to be named as a person to be
                          appointed a director of Registrant in this Registration
                          Statement.
       **99.3           Consent of John F. Kennedy to be named as a person to be
                          appointed a director of Registrant in this Registration
                          Statement.
</TABLE>

 
------------------------
 
   
 ** Previously filed.
    
 
  + Confidential treatment requested as to this previously filed exhibit.





<PAGE>

                                                                Exhibit 1.1



                                6,422,450 SHARES





                            HARVARD BIOSCIENCE, INC.

                          COMMON STOCK, $.01 PAR VALUE







                             UNDERWRITING AGREEMENT


                           DATED: DECEMBER ____, 2000





<PAGE>

                                                          December ____, 2000



Thomas Weisel Partners LLC
Dain Rauscher Incorporated
ING Barings LLC
As Representatives of the several Underwriters
c/o Thomas Weisel Partners LLC
One Montgomery Street, Suite 3700
San Francisco, California  94104



Ladies and Gentlemen:

         INTRODUCTION. Harvard Bioscience, Inc., a Delaware corporation (the
"COMPANY"), proposes, subject to the terms and conditions contained herein, to
issue and sell to the several underwriters named in SCHEDULE A hereto (the
"UNDERWRITERS"), and the stockholder of the Company (the "SELLING STOCKHOLDER")
named in SCHEDULE B hereto severally propose to sell to the several
Underwriters, an aggregate of 6,422,450 shares of the Common Stock, par value
$.01 per share, of the Company (the "FIRM SHARES"), of which 6,250,000 shares
are to be issued and sold by the Company and 172,450 shares are to be sold by
the Selling Stockholder, as set forth opposite such Selling Stockholder's name
in SCHEDULE B hereto.

         The Company also proposes to issue and sell to the several Underwriters
not more than an additional 937,500 shares of its Common Stock, par value $.01
per
 share (the "ADDITIONAL SHARES"), if and to the extent that you shall have
determined to exercise, on behalf of the Underwriters, the right to purchase
such shares of common stock granted to the Underwriters in Section 3 hereof. The
Firm Shares and the Additional Shares are hereinafter collectively referred to
as the "SHARES". The shares of Common Stock, par value $.01 per share, of the
Company to be outstanding after giving effect to the sales contemplated hereby
are hereinafter referred to as the "COMMON STOCK". The Company and the Selling
Stockholder are hereinafter sometimes collectively referred to as the "SELLERS".
Thomas Weisel Partners LLC, Dain Rauscher Incorporated and ING Barings LLC have
agreed to act as representatives of the several Underwriters (in such capacity,
the "REPRESENTATIVES") in connection with the offering and sale of the Shares.

         The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-1 (file no. 333-45996),
including a prospectus, relating to the Shares. The registration statement as
amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT".
The prospectus (as described in Rule 434(a)(i) under the Securities Act) in the
form first used to confirm sales of Shares is hereinafter referred to as the
"DISTRIBUTED PROSPECTUS"; the prospectus included in the Registration Statement
at the time of its effectiveness (including the information, if any, deemed to
be a part of the Registration Statement at the time of effectiveness pursuant to
Rule 430A under the Securities Act) is hereinafter referred to as the "FILED
PROSPECTUS"; and the Distributed Prospectus and the Filed Prospectus are
hereinafter referred to collectively as the "PROSPECTUS". If the Company has
filed a registration statement to register additional shares of Common Stock
pursuant to Rule 462(b) under the Securities Act (the "RULE 462 


                                       2

<PAGE>

REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION
STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All
references in this Agreement to the Registration Statement, the Rule 462
Registration Statement, a preliminary prospectus, the Prospectus, or any
amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").

         As part of the offering contemplated by this Agreement, Thomas Weisel
Partners has agreed to reserve out of the Shares set forth opposite its name on
SCHEDULE A to this Agreement, up to 300,000 shares, for sale to the Company's
employees, officers, and directors and other parties associated with the Company
(collectively, "PARTICIPANTS"), as set forth in the Prospectus under the heading
"Underwriting" (the "DIRECTED SHARE PROGRAM"). The Shares to be sold by Thomas
Weisel Partners pursuant to the Directed Share Program (the "DIRECTED SHARES")
will be sold by Thomas Weisel Partners pursuant to this Agreement at the public
offering price. Any Directed Shares not orally confirmed for purchase by any
Participants by the end of the first business day after the date on which this
Agreement is executed will be offered to the public by Thomas Weisel Partners as
set forth in the Prospectus.

         1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to, and agrees with, each of the Underwriters that:

         1.1. EFFECTIVE REGISTRATION STATEMENT. To the Company's knowledge,
based solely on oral advice provided by the Commission on the date hereof, the
Registration Statement has become effective; the Company has not received notice
of any stop order suspending the effectiveness of the Registration Statement,
and the Company has not received notice of any proceedings for such purpose
pending before or, threatened by, the Commission.

         1.2. CONTENTS OF REGISTRATION STATEMENT. (i) The Registration Statement
did not contain and, as amended or supplemented, if applicable, will not, as of
the applicable effective date of the Registration Statement and any amendment
thereto, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) the Registration Statement and the Prospectus
conform and, as amended or supplemented, if applicable, will conform in all
material respects to the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder, and (iii) the Prospectus
does not contain and, as amended or supplemented, if applicable, will not, as of
the applicable date of the Prospectus and any amendment or supplement thereto,
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or omissions
in the Registration Statement or the Prospectus based upon information furnished
to the Company in writing by, or on behalf of, any Underwriter through you
expressly for use therein.

         1.3. DUE INCORPORATION. The Company has been duly incorporated, exists
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

         1.4. SUBSIDIARIES. Each subsidiary of the Company has been duly
incorporated, exists as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power


                                       3

<PAGE>

and authority to own its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except where the
failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole. All of the
issued shares of capital stock of each subsidiary of the Company have been duly
authorized and validly issued, are fully paid and non-assessable and are owned
by the Company, directly or through a wholly-owned subsidiary of the Company,
free and clear of all liens, encumbrances, equities or claims, except as
disclosed in the Prospectus and any liens, encumbrances, equities or claims
placed on the Company's assets generally in the ordinary course of business.

         1.5. UNDERWRITING AGREEMENT. This Agreement has been duly authorized,
executed and delivered by the Company, and is a valid and binding agreement of
the Company, enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law, including federal
and state securities laws and pubic policy considerations and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

         1.6. DESCRIPTION OF CAPITAL STOCK. The authorized capital stock of the
Company conforms in all material respects as to legal matters to the description
thereof contained in the Prospectus.

         1.7. AUTHORIZED STOCK. The shares of Common Stock (including the Shares
to be sold by the Selling Stockholder) outstanding prior to the issuance of the
Shares to be sold by the Company have been duly authorized and are validly
issued, fully paid and non-assessable.

         1.8. VALIDLY ISSUED SHARES. The Shares to be sold by the Company have
been duly authorized and, when issued and delivered in accordance with the terms
of this Agreement, will be validly issued, fully paid and non-assessable, and
the issuance of such Shares will not be subject to any preemptive or similar
rights.

         1.9. NO CONFLICT. The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement will not
contravene any provision of applicable law or the certificate of incorporation
or by-laws of the Company or any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any
subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, except such
as have been obtained under the Securities Act or the rules and regulations
thereunder and such as may be required by the securities or Blue Sky laws of the
various states or by the by-laws and rules of the National Association of
Securities Dealers, Inc. in connection with the offer and sale of the Shares.

         1.10. NO MATERIAL ADVERSE CHANGE. There has not occurred any material
adverse change in the financial condition, earnings, business or operations of
the Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement).

         1.11. LEGAL PROCEEDINGS; EXHIBITS. There are no legal or governmental
proceedings pending or, to the best knowledge of the Company, threatened, to
which the Company or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject


                                       4

<PAGE>

that are required to be described in the Registration Statement or the
Prospectus and are not so described or any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that
are not described or filed as required.

         1.12. COMPLIANCE WITH SECURITIES ACT. Each preliminary prospectus filed
as part of the registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the Securities Act,
conformed when so filed in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder, other than with
respect to the omission of pricing and share information in the prospectus
contained in the initially filed Registration Statement.

         1.13. NOT AN INVESTMENT COMPANY. The Company is not and, after giving
effect to the offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be an "investment
company" as such term is defined in the Investment Company Act of 1940, as
amended.

         1.14. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Company and its
subsidiaries (i) are in compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals would not,
individually or in the aggregate, have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

         1.15. INTENTIONALLY OMITTED

         1.16. NO REGISTRATION RIGHTS. There are no contracts, agreements or
understandings between the Company and any person granting such person the right
to require the Company to file a registration statement under the Securities Act
with respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the Registration
Statement other than as described in the Registration Statement and as have been
waived in writing in connection with the offering contemplated hereby (except
with respect to the Shares to be sold by the Selling Stockholder pursuant to
this Agreement).

         1.17. CUBAN BUSINESS STATUTE. The Company has complied with all
provisions of Section 517.075, Florida Statutes relating to doing business with
the Government of Cuba or with any person or affiliate located in Cuba.

         1.18. ABSENCE OF MATERIAL CHARGES. Subsequent to the respective dates
as of which information is given in the Registration Statement and the
Prospectus, (i) the Company and its subsidiaries have not incurred any material
liability or obligation, direct or contingent, nor entered into any material
transaction except such liabilities or obligations incurred, or transactions
entered into, in the ordinary course of business; (ii) the Company has not
purchased any of its outstanding capital stock, nor declared, paid or otherwise
made any dividend or distribution of any kind on its capital stock other than
ordinary and customary dividends; and (iii) there has not been any material
change in the capital stock, short-term debt or long-term debt of the Company
and its subsidiaries, except in each case as described in the Registration
Statement and the Prospectus.


                                       5

<PAGE>

         1.19. TITLE TO PROPERTIES. The Company and its subsidiaries have good
and marketable title to all real property and valid title to all personal
property described in the Prospectus as owned by them which is material to the
business of the Company and its subsidiaries, in each case free and clear of all
liens, encumbrances and defects except such as are described in the Prospectus
or such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries; and any real property and buildings described in
the Prospectus as held under lease by the Company and its subsidiaries are held
by them under valid and subsisting leases enforceable against the Company and,
to the knowledge of the Company, the other parties thereto, with such exceptions
as are described in the Registration Statement or Propsectus or are not material
and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its subsidiaries.

         1.20. INTELLECTUAL PROPERTY RIGHTS. Except as disclosed in the
Registration Statement and the Prospectus, the Company and its subsidiaries own
or possess, or can acquire on reasonable terms, all material patents, patent
rights, licenses, inventions, copyrights, know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names necessary to
conduct the business as now conducted by them, and neither the Company nor any
of its subsidiaries has received any notice of infringement of or conflict with
asserted rights of others with respect to any of the foregoing which,
individually or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a material adverse affect on the Company and its
subsidiaries, taken as a whole.

         1.21. NO LABOR DISPUTES. No labor dispute with the employees of the
Company or any of its subsidiaries exists or, to the knowledge of the Company,
is imminent that would have a material adverse effect on the Company and its
subsidiaries, taken as a whole; and the Company is not aware of any existing,
threatened or imminent labor disturbance by the employees of any of its
principal suppliers, manufacturers or contractors that would be reasonably
likely to have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

         1.22. INSURANCE. The Company and its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are customary in the businesses in which they are
engaged; and neither the Company nor any of its subsidiaries has any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a
material adverse effect on the Company and its subsidiaries, taken as a whole.

         1.23. GOVERNMENTAL PERMITS. The Company and its subsidiaries possess
all certificates, authorizations and permits necessary to conduct their
respective businesses as presently conducted, and neither the Company nor any of
its subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit
which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

         1.24. ACCOUNTING CONTROLS. The Company and each of its subsidiaries
maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management's 


                                       6

<PAGE>

general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.

         1.25. DIRECTED SHARE PROGRAM. The Company represents and warrants to
Thomas Weisel Partners that, to the knowledge of the Company (i) the
Registration Statement, the Prospectus and any preliminary prospectus comply,
and any further amendments or supplements thereto will comply, with any
applicable laws or regulations of foreign jurisdictions in which the Prospectus
or any preliminary prospectus, as amended or supplemented, if applicable, are
distributed in connection with the Directed Share Program and (ii) no
authorization, approval, consent, license, order, registration or qualification
of or with any government, governmental instrumentality or court, other than
such as have been obtained, is necessary under the securities laws and
regulations of foreign jurisdictions in which the Directed Shares are offered
outside the United States.

         1.26. COMPLIANCE WITH LAWS. To the Company's knowledge, the Company and
each of its subsidiaries is conducting its business in compliance with the Fair
Labor Standards Act, the rules and regulations of the federal Food and Drug
Administration, and all applicable federal, state and local laws, rules and
regulations of the jurisdictions in which it is conducting business, including,
without limitation, all applicable local, state and federal laws and regulations
governing zoning and land use, except where the failure to be so in compliance
would not have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

         2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER. The
Selling Stockholder represents and warrants to, and agrees with, each of the
Underwriters that:

         2.1. DUE AUTHORIZATION. This Agreement has been duly authorized,
executed and delivered by or on behalf of such Selling Stockholder and
constitutes a valid and binding obligation of such Selling Stockholder,
enforceable against such Selling Stockholder in accordance with its terms,
except as rights to indemnification hereunder may be limited by applicable
federal or state securities laws and public policy considerations and except as
the enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

         2.2. SELLING STOCKHOLDER DOCUMENTS. The Custody Agreement and the Power
of Attorney have each been duly authorized, executed and delivered by such
Selling Stockholder and each such document constitutes a valid and binding
obligation of such Selling Stockholder enforceable against such Selling
Stockholder in accordance with its respective terms, except as rights to
indemnification thereunder may be limited by applicable federal or state
securities laws and public policy considerations and except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting the rights and remedies of creditors
or by general equitable principles.

         2.3. NO CONFLICT. The execution and delivery by such Selling
Stockholder of, and the performance by such Selling Stockholder of its
obligations under, this Agreement, the Custody Agreement signed by such Selling
Stockholder and Harvard Bioscience, Inc., as Custodian, relating to the deposit
of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT")
and the Power of Attorney appointing certain individuals as such Selling
Stockholder's attorneys-in-fact to the extent set forth therein, relating to the
transactions contemplated hereby and by the Registration Statement (the "POWER
OF ATTORNEY") will not contravene any provision of applicable law, or the
certificate of incorporation or by-laws of such Selling Stockholder (if such
Selling Stockholder is a corporation), or any material agreement or other
instrument binding upon such Selling Stockholder or any judgment, order or
decree of any governmental


                                       7

<PAGE>

body, agency or court having jurisdiction over such Selling Stockholder, and no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by such Selling
Stockholder of its obligations under this Agreement or the Custody Agreement or
Power of Attorney of such Selling Stockholder, except such as have been obtained
under the Securities Act or the rules and regulations thereunder and such as may
be required by the securities or Blue Sky laws of the various states or by the
by-laws and rules of the National Association of Securities Dealers, Inc. in
connection with the offer and sale of the Shares.

         2.4. INTENTIONALLY OMITTED

         2.5. GOOD TITLE TO SHARES. Such Selling Stockholder has, and on each
Closing Date will have, valid title to the Shares to be sold by such Selling
Stockholder and full right and power, and all authorization and approval
necessary to enter into this Agreement, the Custody Agreement and the Power of
Attorney and to sell, transfer and deliver the Shares to be sold by such Selling
Stockholder.

         2.6. DELIVERY OF COMMON SHARES. Delivery of the Shares to be sold by
such Selling Stockholder pursuant to this Agreement will pass title to such
Shares free and clear of any security interests, claims, liens and other
encumbrances, except those created by this Agreement or the Custody Agreement.

         2.7. NO REGISTRATION RIGHTS. Such Selling Stockholder does not have any
registration or other similar rights to have any equity or debt securities
registered for sale by the Company under the Registration Statement or included
in the offering contemplated by this Agreement, other than as described in the
Registration Statement and as have been waived in writing in connection with the
offering contemplated hereby.

         2.8. NO PRICE STABILIZATION OR MANIPULATION. Such Selling Stockholder
has not taken and will not take, directly or indirectly, any action designed to
or that might be reasonably expected to cause or result in stabilization or
manipulation of the price of the Common Stock to facilitate the sale or resale
of the Shares.

         2.9. DISCLOSURE BY SELLING STOCKHOLDER IN REGISTRATION STATEMENT. Such
parts of the Registration Statement comprised of the table and the notes thereto
under the caption "Principal and Selling Stockholder" in the form supplied to
the Selling Stockholder which specifically relate to the Selling Stockholder do
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading.

         3. PURCHASE AND SALE AGREEMENTS.

         3.1. FIRM SHARES. Subject to the terms and conditions of this
Agreement, each Seller, severally and not jointly, hereby agrees to sell to the
several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, agrees, severally and not
jointly, to purchase from such Seller at $______ a share (the "PURCHASE PRICE")
the number of Firm Shares (subject to such adjustments to eliminate fractional
shares as you may determine) that bears the same proportion to the number of
Firm Shares to be sold by such Seller as the number of Firm Shares set forth in
SCHEDULE A hereto opposite the name of such Underwriter bears to the total
number of Firm Shares.

         3.2. ADDITIONAL SHARES. On the basis of the representations and
warranties contained in this Agreement, and subject to its terms and conditions,
the Company agrees to sell to the Underwriters the Additional Shares, and the
Underwriters shall have a one-time right to purchase, severally and not jointly,
up


                                       8

<PAGE>

to 937,500 Additional Shares at the Purchase Price per share. If you, on behalf
of the Underwriters, elect to exercise such option, you shall so notify the
Company in writing not later than thirty (30) days after the date of this
Agreement, which notice shall specify the number of Additional Shares to be
purchased by the Underwriters and the date on which such shares are to be
purchased. Such date may be the same as the Closing Date (as defined below) but
not earlier than the Closing Date or, if delivered subsequent to the Closing
Date, three business days after delivery of such notice of the Company, nor
later than ten (10) business days after the date of such notice. Additional
Shares may be purchased as provided in Section 4 hereof solely for the purpose
of covering over-allotments made in connection with the offering of the Firm
Shares. If any Additional Shares are to be purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Additional Shares (subject
to such adjustments to eliminate fractional shares as you may determine) that
bears the same proportion to the total number of Additional Shares to be
purchased as the number of Firm Shares set forth in SCHEDULE A hereto opposite
the name of such Underwriter bears to the total number of Firm Shares.

         3.3. MARKET STANDOFF PROVISION. The Company hereby agrees that, without
the prior written consent of Thomas Weisel Partners, it will not, during the
period ending 180 days after the date of the Prospectus, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Shares to be sold by the Company hereunder, (B) the issuance by the Company
of shares of Common Stock upon the exercise of options or warrants or the
conversion of a security outstanding on the date hereof of which the
Underwriters have been advised in writing or which is described in the
Prospectus, (C) the award of options under the Company's stock plans in the
ordinary course of business consistent with past practices that are not
exercisable within 180 days from the date of the Prospectus or (D) the Company's
issuance of shares of Common Stock in connection with the acquisition by the
Company of another company or entity or any other strategic partnership or other
joint venture, provided that the terms of such issuance contractually prohibit
the resale or other disposition of such shares of Common Stock within 180 days
from the date of the Prospectus. The Selling Stockholder, agrees that, without
the prior written consent of Thomas Weisel Partners, it will not, during the
period ending 180 days after the date of the Prospectus, make any demand for, or
exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common
Stock.

         3.4. TERMS OF PUBLIC OFFERING. The Sellers are advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Sellers are further
advised by you that the Shares are to be offered to the public initially at
$_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers
selected by you at a price that represents a concession not in excess of $______
a share less than the Public Offering Price, and that any Underwriter may allow,
and such dealers may reallow, a concession, not in excess of $_____ a share, to
any Underwriter or to certain other dealers.


                                       9

<PAGE>

         4. PAYMENT AND DELIVERY.

         4.1. FIRM SHARES. Payment for the Firm Shares to be sold by each Seller
shall be made to such Seller by wire transfer in immediately available funds
against delivery of such Firm Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on December 11, 2000 or at such
other time on the same or such other date, not later than December 12, 2000 as
shall be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "CLOSING DATE".

         4.2. ADDITIONAL SHARES. Payment for any Additional Shares shall be made
to the Company by wire transfer in immediately available funds in New York City
against delivery of such Additional Shares for the respective accounts of the
several Underwriters at 10:00 a.m., New York City time, on the date specified in
the notice described in Section 3.2 or at such other time on the same or on such
other date, in any event not later than January 20, 2001 as shall be designated
in writing by you. The time and date of such payment are hereinafter referred to
as the "OPTION CLOSING DATE".

         4.3. DELIVERY OF CERTIFICATES. Certificates for the Firm Shares and the
Additional Shares, if any, shall be in definitive form and registered in such
names and in such denominations as you shall request in writing not later than
two (2) full business days prior to the Closing Date or the Option Closing Date,
as the case may be. The certificates evidencing the Firm Shares and Additional
Shares shall be delivered to you on the Closing Date or the Option Closing Date,
as the case may be, for the respective accounts of the several Underwriters,
with any transfer taxes payable in connection with the transfer of the Shares to
the Underwriters duly paid, against payment of the Purchase Price therefor.

         5. COVENANTS OF THE COMPANY. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

         5.1. FURNISH COPIES OF REGISTRATION STATEMENT AND PROSPECTUS. To
furnish to you, without charge, [NUMBER OF REPRESENTATIVES PLUS ONE] copies of
the signed Registration Statement (including exhibits thereto) and for delivery
to each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and to furnish to you in New York City, without
charge, prior to 10:00 a.m. New York City time on the business day next
succeeding the date of this Agreement and during the period mentioned in Section
5.3 below, as many copies of the Prospectus and any supplements and amendments
thereto or to the Registration Statement as you may reasonably request, provided
that copies of any such amendment or supplement made nine months or more after
the issue date of the Prospectus shall be at the expense of the Underwriters.

         5.2. NOTIFICATION OF AMENDMENTS OR SUPPLEMENTS. Before amending or
supplementing the Registration Statement or the Prospectus, to furnish to you a
copy of each such proposed amendment or supplement and not to file any such
proposed amendment or supplement to which you promptly and reasonably object in
writing, and to file with the Commission within the applicable period specified
in Rule 424(b) under the Securities Act any prospectus required to be filed
pursuant to such rule.

         5.3. FILINGS OF AMENDMENTS OR SUPPLEMENTS. If, during such period after
the first date of the public offering of the Shares as in the opinion of counsel
for the Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer (the "PROSPECTUS DELIVERY
PERIOD"), any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the
Underwriters, it is


                                       10

<PAGE>

necessary to amend or supplement the Prospectus to comply with applicable law,
forthwith to prepare, file with the Commission and furnish, at its own expense,
to the Underwriters and to the dealers (whose names and addresses you will
furnish to the Company) to which Shares may have been sold by you on behalf of
the Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus,
as amended or supplemented, will comply with law and in the case any Underwriter
is required by law to deliver a prospectus in connection with sales of any of
the Shares at any time nine months or more after the time of issue of the
Prospectus, upon your request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as you may request of an amended
or supplemented Prospectus complying with Section 10(a)(3) of the Securities
Act.

         5.4. BLUE SKY LAWS. To endeavor to qualify the Shares for offer and
sale under the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request.

         5.5. EARNINGS STATEMENT. To make generally available to its
securityholders as soon as practicable, but in any event not later than eighteen
(18) months after the effective date of the Registration Statement (as defined
in Rule 158(c) under the Securities Act), an earnings statement of the Company
and its subsidiaries (which need not be audited) complying with Section 11(a) of
the Securities Act and the rules and regulations thereunder (including, at the
option of the Company, Rule 158).

         5.6. USE OF PROCEEDS. To apply the net proceeds from the sale of the
Shares sold by it in the manner described under the caption "Use of Proceeds" in
the Prospectus.

         5.7. TRANSFER AGENT. To engage and maintain, at its expense, a
registrar and transfer agent for the Common Stock.

         5.8. INTENTIONALLY OMITTED

         5.9. DIRECTED SHARE PROGRAM. That in connection with the Directed Share
Program, the Company will ensure that the Directed Shares will be restricted to
the extent required by the National Association of Securities Dealers, Inc. (the
"NASD") or the NASD rules from sale, transfer, assignment, pledge or
hypothecation for a period of three (3) months following the date of the
effectiveness of the Registration Statement. Thomas Weisel Partners will notify
the Company as to which Participants will need to be so restricted. The Company
will direct the transfer agent to place stop transfer restrictions upon such
securities for such period of time.

         5.10. EXCHANGE ACT COMPLIANCE. During the Prospectus Delivery Period,
the Company will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within
the time periods required by the Exchange Act.

         6. CONDITIONS TO CLOSING. The obligations of the Sellers to sell the
Shares to the several Underwriters and the several obligations of the
Underwriters to purchase and pay for the Shares on the Closing Date are subject
to the following conditions:

         6.1. EFFECTIVE REGISTRATION STATEMENT. The Registration Statement shall
have become effective not later than 4:30 p.m. (New York City time) on the date
hereof.


                                       11

<PAGE>

         6.2. RULE 462 REGISTRATION STATEMENT. If the Company elects to rely
upon Rule 462(b), the Company shall file a Rule 462 Registration Statement with
the Commission in compliance with Rule 462(b) within the applicable time period
prescribed for such filing by the rules and regulations of the Securities Act,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462 Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the
Securities Act.

         6.3. PROSPECTUS FILED WITH COMMISSION. The Company shall have filed the
Prospectus with the Commission (including the information required by Rule 430A
under the Securities Act) in the manner and within the time period required by
Rule 424(b) under the Securities Act; or the Company shall have filed a
post-effective amendment to the Registration Statement containing the
information required by such Rule 430A, and such post-effective amendment shall
have become effective; or, if the Company elected to rely upon Rule 434 under
the Securities Act and obtained the Representatives' consent thereto, the
Company shall have filed a term sheet with the Commission in the manner and
within the time period required by such Rule 424(b).

         6.4. NO STOP ORDER. No stop order suspending the effectiveness of the
Registration Statement, any Rule 462 Registration Statement, or any
post-effective amendment to the Registration Statement, shall be in effect and
no proceedings for such purpose shall have been initiated or threatened by the
Commission.

         6.5. INTENTIONALLY OMITTED

         6.6. INTENTIONALLY OMITTED

         6.7. NO MATERIAL ADVERSE CHANGE. There shall not have occurred any
change in the financial condition or in the earnings, business or operations of
the Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement) that, in the reasonable judgment of the Representatives,
is material and adverse and that makes it, in the reasonable judgment of the
Representatives, impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

         6.8. OFFICER'S CERTIFICATE. The Underwriters shall have received on the
Closing Date a certificate, dated the Closing Date and signed by the Chief
Executive Officer or President of the Company, to the effect that the statements
set forth in Sections 6.4 and 6.7 and to the effect that the representations and
warranties of the Company contained in this Agreement are true and correct as of
the Closing Date and that the Company has complied with all of the agreements
and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.

         6.9. OPINION OF COMPANY COUNSEL. The Underwriters shall have received
on the Closing Date an opinion of Goodwin, Procter & Hoar LLP, counsel for the
Company, dated the Closing Date, the form of which is attached hereto as EXHIBIT
A. The opinion shall be rendered to the Underwriters at the request of the
Company and shall so state therein.

         6.10. OPINION OF SELLING STOCKHOLDERS' COUNSEL. The Underwriters shall
have received on the Closing Date an opinion of Goodwin, Procter & Hoar LLP,
counsel for the Selling Stockholder, dated the Closing Date, the form of which
is attached hereto as EXHIBIT B. The opinion shall be rendered to the
Underwriters at the request of the Selling Stockholder and shall so state
therein.


                                       12

<PAGE>

         6.11. OPINION OF PATENT COUNSEL. The Underwriters shall have received
on the Closing Date an opinion of Hale & Dorr LLP, patent counsel for the
Company, dated the Closing Date, the form of which is attached hereto as EXHIBIT
C. The opinion shall be rendered to the Underwriters at the request of the
Company and shall so state therein.

         6.12. OPINION OF UNDERWRITERS COUNSEL. The Underwriters shall have
received on the Closing Date an opinion of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., counsel for the Underwriters, dated the Closing Date, covering
the matters referred to in EXHIBIT A, paragraph (9) (but only as to the
statements in the Prospectus under "Description of Capital Stock" and
"Underwriters") and (14). With respect to paragraph (14) of EXHIBIT A, such
counsel may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and Prospectus
and any amendments or supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification, except as
specified.

         6.13. ACCOUNTANT'S COMFORT LETTER. The Underwriters shall have
received, on each of the date hereof and the Closing Date, a letter dated the
date hereof or the Closing Date, as the case may be, in form and substance
reasonably satisfactory to the Underwriters, from KPMG LLP, independent public
accountants, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in the
Registration Statement and the Prospectus; PROVIDED that the letter delivered on
the Closing Date shall use a "cut-off date" not earlier than the date hereof.

         6.14. LOCK-UP AGREEMENTS. The "lock-up" agreements, each substantially
in the form of EXHIBIT D hereto, between you and certain stockholders, officers
and directors of the Company, shall have been executed and delivered to you on
or before the date hereof.

         6.15. SELLING STOCKHOLDER'S CERTIFICATE. The Underwriters shall have
received on the Closing Date a certificate, dated the Closing Date and signed by
or on behalf of such Selling Stockholder, to the effect that the representations
and warranties of the Selling Stockholder contained in this Agreement are true
and correct as of the Closing Date and that the Selling Stockholder has complied
with all of the agreements and satisfied all of the conditions on his part to be
performed or satisfied hereunder on or before the Closing Date.

         6.16. SELLING STOCKHOLDER DOCUMENTS. On the date hereof, the Company
and the Selling Stockholder shall have furnished for review by the
Representatives copies of the Powers of Attorney and Custody Agreements executed
by each of the Selling Stockholder and such further information, certificates
and documents as the Representatives may reasonably request.

         6.17. ADDITIONAL DOCUMENTS. On the Closing Date, the Representatives
and counsel for the Underwriters shall have received such information, documents
and opinions as they may reasonably require for the purposes of enabling them to
pass upon the issuance and sale of the Shares as contemplated herein, or in
order to evidence the accuracy of any of the representations and warranties, or
the satisfaction of any of the conditions or agreements, herein contained.

         The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the satisfaction of each of the above conditions
on or prior to the Option Closing Date and to the delivery to you on the Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of the
Additional Shares and other matters related to the issuance of the Additional
Shares.


                                       13

<PAGE>

         7. EXPENSES. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company's counsel, the Company's accountants and counsel for the
Selling Stockholder in connection with the registration and delivery of the
Shares under the Securities Act and all other fees or expenses incurred in
connection with the preparation and filing of the Registration Statement, any
preliminary prospectus, the Prospectus and amendments and supplements to any of
the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove specified, (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the reasonable costs of printing or
producing any Blue Sky or legal investment memorandum in connection with the
offer and sale of the Shares under state securities laws and all expenses in
connection with the qualification of the Shares for offer and sale under state
securities laws as contemplated by Section 5.4 hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or legal
investment memorandum, (iv) all filing fees and the reasonable fees and
disbursements of counsel to the Underwriters incurred in connection with the
review and qualification of the offering of the Shares by the NASD, (v) all fees
and expenses in connection with the preparation and filing of the registration
statement on Form 8-A relating to the Common Stock and all costs and expenses
incident to listing the Shares on the Nasdaq National Market, (vi) the cost of
printing certificates representing the Shares, (vii) the costs and charges of
any transfer agent, registrar or depositary, (viii) the costs and expenses of
the Company relating to investor presentations on any "road show" undertaken in
connection with the marketing of the offering of the Shares, including, without
limitation, expenses associated with the production of road show slides and
graphics, fees and expenses of any consultants engaged in connection with the
road show presentations with the prior approval of the Company, travel and
lodging expenses of the representatives and officers of the Company and any such
consultants, (ix) all expenses in connection with any offer and sale of the
Shares outside of the United States, including filing fees and the reasonable
fees and disbursements of counsel for the Underwriters in connection with offers
and sales outside of the United States, (x) all reasonable fees and
disbursements of counsel incurred by the Underwriters in connection with the
Directed Share Program and stamp duties, similar taxes or duties or other taxes,
if any, incurred by the Underwriters in connection with the Directed Share
Program and (xi) all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section. It is understood, however, that except as provided in this
Section, Section 8 entitled "Indemnity and Contribution", and the last paragraph
of Section 11 below, the Underwriters will pay all of their costs and expenses,
including fees and disbursements of their counsel, stock transfer taxes on
resale of any of the Shares by them and any advertising expenses connected with
any offers they may make.

         The provisions of this Section shall not supersede or otherwise affect
any agreement that the Sellers may otherwise have for the allocation of such
expenses among themselves.

         8. INDEMNITY AND CONTRIBUTION.

         8.1. INDEMNIFICATION OF THE UNDERWRITERS. The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (a) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have 


                                       14

<PAGE>

furnished any amendments or supplements thereto), or (b) caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the case of any
preliminary prospectus or the Prospectus in light of the circumstances under
which they were made, not misleading, except (i) insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished to the
Company in writing by or on behalf of any Underwriter expressly for use therein
and (ii) that with respect to any preliminary prospectus, the foregoing
indemnity agreement shall not inure to the benefit of any Underwriter from whom
the person asserting any loss, claim, damage or liability purchased Shares, or
any person controlling such Underwriter, if copies of the Prospectus were timely
delivered to the Underwriter pursuant to Section 5 and a copy of the Prospectus
(as then amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been delivered, at or
prior to the written confirmation of the sale of the Shares to such person, and
if the Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim, damage, liability or expense.

         8.2. INTENTIONALLY OMITTED

         8.3. INDEMNIFICATION OF UNDERWRITERS BY THE SELLING STOCKHOLDER. The
Selling Stockholder agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of any preliminary
prospectus or the Prospectus in light of the circumstances under which they were
made, not misleading, but only with reference to information relating to such
Selling Stockholder furnished in writing by or on behalf of such Selling
Stockholder expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto, except that
with respect to any preliminary prospectus, the foregoing indemnity agreement
with respect to the preliminary prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any loss, claim, damage or liability
purchased Shares, or any person controlling such Underwriter, if copies of the
Prospectus were timely delivered to the Underwriter pursuant to Section 5 and a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law to have been
so delivered, at or prior to the written confirmation of the sale of the Shares
to such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage, liability or expense.
In no event shall the Selling Stockholder be liable or responsible for
indemnification or any other cause of action under this Agreement for any amount
in the aggregate in excess of the net proceeds received by the Selling
Stockholder with respect to the Shares sold by the Selling Stockholder.

         8.4. INDEMNIFICATION BY THE UNDERWRITERS. Each Underwriter agrees,
severally and not jointly, to indemnify and hold harmless the Company, the
Selling Stockholder, each of the directors of the Company, each of the officers
of the Company who sign the Registration Statement and each person, if any, who
controls the Company or any Selling Stockholder within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with


                                       15

<PAGE>

defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Preliminary
prospectus or the Prospectus in light of the circumstances under which they were
made, not misleading, but only with reference to information furnished to the
Company in writing by or on behalf of such Underwriter expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.

         8.5. INDEMNIFICATION PROCEDURES. In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to this Section 8, such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the fees and expenses of more than one separate firm (IN
ADDITION TO ANY LOCAL COUNSEL) for all Underwriters and all persons, if any, who
control any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, (ii) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration Statement and each person,
if any, who controls the Company within the meaning of either such Section and
(iii) the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Selling Stockholder and all persons, if any, who control
any Selling Stockholder within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Underwriters and such control persons of any
Underwriters, such firm shall be designated in writing by Thomas Weisel
Partners. In the case of any such separate firm for the Company, and such
directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. In the case of any such separate firm for
the Selling Stockholder and such control persons of any Selling Stockholder,
such firm shall be designated in writing by the persons named as
attorneys-in-fact for the Selling Stockholder under the Powers of Attorney. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity 


                                       16

<PAGE>

could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

         Notwithstanding anything contained herein to the contrary, if indemnity
may be sought pursuant to Section 8.6 hereof in respect of such action or
proceeding, then in addition to such separate firm for the indemnified parties,
the indemnifying party shall be liable for the reasonable fees and expenses of
not more than one separate firm (IN ADDITION TO ANY LOCAL COUNSEL) for Thomas
Weisel Partners for the defense of any losses, claims, damages and liabilities
arising out of the Directed Share Program, and all persons, if any, who control
Thomas Weisel Partners within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act.

         8.6. INDEMNIFICATION FOR DIRECTED SHARE PROGRAM. The Company agrees to
indemnify and hold harmless Thomas Weisel Partners and each person, if any, who
controls Thomas Weisel Partners within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act ("THOMAS WEISEL PARTNERS
ENTITIES"), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) (i)
caused by any untrue statement or alleged untrue statement of a material fact
contained in the prospectus wrapper material prepared by or with the consent of
the Company for distribution in foreign jurisdictions in connection with the
Directed Share Program attached to the Prospectus or any preliminary prospectus,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement therein, when
considered in conjunction with the Prospectus or any applicable preliminary
prospectus, not misleading; (ii) caused by the failure of any Participant to pay
for and accept delivery of the shares which, immediately following the
effectiveness of the Registration Statement, were subject to a properly
confirmed agreement to purchase; or (iii) related to, arising out of, or in
connection with the Directed Share Program, provided that, the Company shall not
be responsible under this subparagraph (iii) for any losses, claim, damages or
liabilities (or expenses relating thereto) that are finally judicially
determined to have resulted from the bad faith or gross negligence of Thomas
Weisel Partners Entities. Thomas Weisel Partners hereby agrees in connection
with any losses, claims, damages or liabilities for which indemnification is
sought pursuant to Section 8.6(ii) or (iii) above, that it shall act in good
faith and in a reasonable commercial manner to mitigate any such losses, claims,
damages and liabilities.

         8.7. CONTRIBUTION AGREEMENT. To the extent the indemnification provided
for in this Section 8 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party or parties on the other
hand from the offering of the Shares or (ii) if the allocation provided by
clause 8.7(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8.7(i) above but also the relative fault of the indemnifying party or parties on
the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand in connection
with the offering of the Shares shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Shares (before
deducting expenses) received by each Seller and the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the
table on the cover of 


                                       17

<PAGE>

the Prospectus, bear to the aggregate Public Offering Price of the Shares. The
relative fault of the Sellers on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Sellers
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
8 are several in proportion to their respective underwriting commitments, and
not joint.

         8.8. CONTRIBUTION AMOUNTS. The Sellers and the Underwriters agree that
it would not be just or equitable if contribution pursuant to this Section 8
were determined by PRO RATA allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in Section 8.7. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8.8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and the Selling Stockholder shall not
be required to contribute any amount in excess of the net proceeds received by
such Selling Stockholder with respect to the Shares sold by such Selling
STOCKHOLDER. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity; provided, however, the remedies as to
the Selling Stockholder shall be limited as set forth in the last sentence of
Section 8.3.

         9. SURVIVAL. The respective indemnity and contribution provisions,
agreements, representations, warranties and other statements of the Company, the
Selling Stockholder and the several Underwriters contained in this Agreement or
made by or on behalf of them respectively, pursuant to this Agreement shall
remain in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter, any Selling Stockholder or any person
controlling any Selling Stockholder, or the Company, its officers or directors
or any person controlling the Company and (iii) delivery of and payment for any
of the Shares.

         10. EFFECTIVENESS. This Agreement shall become effective upon the
execution and delivery hereof by the parties hereto.

         11. TERMINATION. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the National Association of Securities Dealers, Inc.,
or the Nasdaq National Market ("Nasdaq"), (ii) trading of any securities of the
Company shall have been suspended by Nasdaq, (iii) a general moratorium on
commercial banking activities in New York, Delaware or California shall have
been declared by either federal or New York, Delaware or California state
authorities or (iv) there shall have occurred any outbreak or escalation of
hostilities or any change in financial markets or any calamity or crisis that,
in your reasonable judgment, is material and adverse, or (v) in the reasonable
judgment of the Representatives, there shall have occurred any material adverse
change, or any development that could


                                       18

<PAGE>

reasonably be expected to result in a material adverse change, in the financial
condition or in the earnings, business or operations, whether or not arising
from transactions in the ordinary course of business, of the Company and its
subsidiaries, taken as a whole, and (b) in the case of any of the events
specified in clauses 11(a)(i) through 11(a)(v), such event, individually or
together with any other such event, makes it, in your reasonable judgment,
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus.

         12. DEFAULTING UNDERWRITERS. If, on the Closing Date or the Option
Closing Date, as the case may be, any one or more of the Underwriters shall fail
or refuse to purchase Shares that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate number of the Shares to be purchased on such
date, the other Underwriters shall be obligated severally in the proportions
that the number of Firm Shares set forth opposite their respective names in
SCHEDULE A bears to the aggregate number of Firm Shares set forth opposite the
names of all such non-defaulting Underwriters, or in such other proportions as
you may specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; PROVIDED
that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 12 by
an amount in excess of one-ninth of such number of Shares without the written
consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to you, the Company and the Selling Stockholder for
the purchase of such Firm Shares are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Selling Stockholder. In any such
case either you or the relevant Sellers shall have the right to postpone the
Closing Date, but in no event for longer than seven (7) days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus or
in any other documents or arrangements may be effected. If, on the Option
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Shares and the aggregate number of Additional Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Additional Shares to be purchased, the non-defaulting Underwriters shall have
the option to (i) terminate their obligation hereunder to purchase Additional
Shares or (ii) purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of any Seller to comply with
the terms or to fulfill any of the conditions of this Agreement, or if for any
reason any Seller shall be unable to perform its obligations under this
Agreement, the Sellers will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

         13. COUNTERPARTS. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

         14. HEADINGS; TABLE OF CONTENTS. The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.


                                       19

<PAGE>

         15. NOTICES. All communications hereunder shall be in writing and shall
be mailed, hand delivered or telecopied and confirmed to the parties hereto as
follows:

         If to the Representatives:

                  Thomas Weisel Partners LLC
                  One Montgomery Street, Suite 3700
                  San Francisco, California 94104
                  Facsimile:  (415) 364-2694
                  Attention:  E. James Streator III

         with a copy to:

                  Thomas Weisel Partners LLC
                  One Montgomery Street, Suite 3700
                  San Francisco, California 94104
                  Facsimile:  (415) 364-2694
                  Attention:  David A. Baylor, Esq.

                  and

                  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  One Financial Center
                  Boston, MA 02111
                  Facsimile (617) 542-2241
                  Attention: Stanford N. Goldman, Jr., Esq.

         If to the Company:

                  Harvard Bioscience, Inc.
                  84 October Hill Road
                  Holliston, MA 01746
                  Facsimile:  (508) 429-8478
                  Attention:  Chane Graziano, CEO

         with a copy to:

                  Goodwin, Procter & Hoar LLP
                  Exchange Place
                  Boston, MA 02109
                  Facsimile: (617) 523-1231
                  Attention:  H. David Henken, P.C.



                                       20

<PAGE>

         If to the Selling Stockholder:

                  David Green
                  c/o Harvard Bioscience, Inc.
                  84 October Hill Road
                  Holliston, MA 01746
                  Facsimile:  (508) 429-8478

         with a copy to:

                  Goodwin, Procter & Hoar LLP
                  Exchange Place
                  Boston, MA 02109
                  Facsimile: (617) 523-1231
                  Attention:  H. David Henken, P.C.

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

         16. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Underwriters pursuant
to Section 12 hereof, and to the benefit of the officers and directors and
controlling persons referred to in Section 8, and in each case their respective
successors, and no other person will have any right or obligation hereunder. The
term "successors" shall not include any purchaser of the Shares as such from any
of the Underwriters merely by reason of such purchase.

         17. PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of any
Section, paragraph or provision of this Agreement shall not affect the validity
or enforceability of any other Section, paragraph or provision hereof. If any
Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and
enforceable.

         18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

         19. CONSENT TO JURISDICTION. Any legal suit, action or proceeding
arising out of or based upon this Agreement or the transactions contemplated
hereby ("RELATED PROCEEDINGS") may be instituted in the federal courts of the
United States of America located in the New York City or the courts of the State
of New York in each case located in the New York City (collectively, the
"SPECIFIED COURTS"), and each party irrevocably submits to the exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of
a judgment of any such court (a "RELATED JUDGMENT"), as to which such
jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such
party's address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought
in an inconvenient forum. Each party not located in the United States
irrevocably appoints CT Corporation System, which currently maintains an


                                       21

<PAGE>

office in New York City, United States of America, as its agent to receive
service of process or other legal summons for purposes of any such suit, action
or proceeding that may be instituted in any state or federal court in New York
City.

         20. WAIVER OF IMMUNITY. With respect to any Related Proceeding, each
party irrevocably waives, to the fullest extent permitted by applicable law, all
immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in the Specified Courts, and with respect
to any Related Judgment, each party waives any such immunity in the Specified
Courts or any other court of competent jurisdiction, and will not raise or claim
or cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgement, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as
amended.

         21. FAILURE OF THE SELLING STOCKHOLDER TO SELL AND DELIVER SHARES. If
the Selling Stockholder shall fail to sell and deliver to the Underwriters the
Shares to be sold and delivered by such Selling Stockholder at the Closing Date
pursuant to this Agreement, then the Underwriters may at their option, by
written notice from the Representatives to the Company and the Selling
Stockholder, either (i) terminate this Agreement without any liability on the
part of any Underwriter or, except as provided in Sections 7 and 8 hereof, the
Company or the Selling Stockholder, or (ii) purchase the shares which the
Company and other Selling Stockholder have agreed to sell and deliver in
accordance with the terms hereof. If the Selling Stockholder shall fail to sell
and deliver to the Underwriters the Shares to be sold and delivered by such
Selling Stockholder pursuant to this Agreement at the Closing Date or the Option
Closing Date, then the Underwriters shall have the right, by written notice from
the Representatives to the Company and the Selling Stockholder, to postpone the
Closing Date or the Option Closing Date, as the case may be, but in no event for
longer than seven (7) days in order that the required changes, if any, to the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected.

         22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties to this Agreement and supersedes all prior written or oral and
all contemporaneous oral agreements, understandings and negotiations with
respect to the subject matter hereof.

         23. AMENDMENTS. This Agreement may only be amended or modified in
writing, signed by all of the parties hereto, and no condition herein (express
or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit.

         24. SOPHISTICATED PARTIES. Each of the parties hereto acknowledges that
it is a sophisticated business person who was adequately represented by counsel
during negotiations regarding the provisions hereof, including, without
limitation, the indemnification and contribution provisions of Section 8, and is
fully informed regarding said provisions. Each of the parties hereto further
acknowledges that the provisions of Section 8 hereto fairly allocate the risks
in light of the ability of the parties to investigate the Company, its affairs
and its business in order to assure that adequate disclosure has been made in
the Registration Statement, any preliminary prospectus and the Prospectus (and
any amendments and supplements thereto), as required by the Securities Act and
the Exchange Act.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       22

<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                   Very truly yours,
                             
                                   HARVARD BIOSCIENCE, INC.
                             
                             
                                   By:                              
                                      ------------------------------
                                      Name:
                                      Title:
                             
                             
                                   The Selling Stockholder
                                   named in Schedule B hereto,
                                   acting severally
                             
                             
                             
                                   By:                                
                                      ------------------------------
                                       Attorney-in-Fact
                             
                             
Accepted as of the date hereof

Thomas Weisel Partners LLC
Dain Rauscher Incorporated
ING Barings LLC

Acting severally on behalf 
 of themselves and the 
 several Underwriters named
 in Schedule A hereto.

By: Thomas Weisel Partners LLC



     By:                                    
        ---------------------------
         Name:
         Title:




                                       23

<PAGE>




                               SCHEDULE A


             UNDERWRITER            NUMBER OF FIRM        NUMBER OF ADDITIONAL
                                         SHARES                SHARES TO BE    
                                    TO BE PURCHASED       PURCHASED IF MAXIMUM
                                                             OPTION EXERCISED
                                                            
Thomas Weisel Partners LLC                             
Dain Rauscher Incorporated                          
ING Barings LLC
[NAMES OF OTHER UNDERWRITERS]











total







<PAGE>




                                   SCHEDULE B


           SELLING                                        NUMBER OF FIRM
         STOCKHOLDER                                          SHARES
                                                            TO BE SOLD
DAVID GREEN













                                      Total






<PAGE>

                                    EXHIBIT A

                    FORM OF LEGAL OPINION OF COMPANY COUNSEL


         THE FINAL OPINION IN DRAFT FORM SHOULD BE ATTACHED AS EXHIBIT A AT THE
TIME THIS AGREEMENT IS EXECUTED.

         1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, has
the corporate power to conduct its business as described in the Prospectus and
is qualified to transact business as a foreign corporation and is in good
standing in each jurisdiction listed on Annex A to this opinion.

         2. Each subsidiary of the Company is a corporation validly existing and
in good standing under the laws of the jurisdiction of its incorporation, has
the corporate power to conduct its business as described in the Prospectus and
is qualified to transact business as a foreign corporation and is in good
standing in each jurisdiction listed next to its name on Annex B to this
opinion.

         3. All of the issued and outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid and
non-assessable, free and clear of all liens, encumbrances, or claims. All of the
issued and outstanding shares of capital stock of each subsidiary of the Company
have been duly authorized and validly issued, are fully paid and non-assessable
and are owned of record by the Company or by a wholly-owned subsidiary of the
Company, free and clear of all liens, encumbrances, equities or claims, except
as disclosed in the Prospectus and any liens, encumbrances, equities or claims
generally placed on the Company's assets in the ordinary course of business.

         4. The authorized capital stock of the Company conforms, in all
material respects, as to legal matters to the description thereof contained in
the Prospectus.

         5. The shares of Common Stock (including the Shares to be sold by the
Selling Stockholder) outstanding prior to the issuance of the Shares to be sold
by the Company have been duly authorized and are validly issued, fully paid and
non-assessable.

         6. The Shares to be sold by the Company have been duly authorized and,
when issued and delivered in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any statutory preemptive or other
similar rights under the Company's certificate of incorporation, by-laws or, to
such counsel's knowledge, any agreement to which the Company is a party.

         7. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

         8. The execution and delivery by the Company of, and the performance by
the Company of its obligations under, the Underwriting Agreement will not (i)
result in any violation of the provisions of the certificate of incorporation or
by-laws of the Company or, (ii) result in a breach or default on the part of the
Company under any agreement or other instrument filed as an exhibit to the
Registration Statement, or of which such counsel has knowledge, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound, (iii) result in a violation on the part of the
Company of any



<PAGE>

existing Massachusetts, Delaware General Corporation Law or federal statute or
regulation or, to such counsel's knowledge, any judgment, order or decree of any
body, agency or court and no consent, approval, authorization or order of, or
qualification with, any Massachusetts or federal body or agency is required to
be obtained by the Company for the performance by the Company of its obligations
under this Agreement, except that such counsel need express no opinion as to
state securities or "Blue Sky" laws or as to compliance with the antifraud
provisions of federal and state securities laws.

         9. The statements (A) in the Prospectus under the caption "Benefit
Plans," "Description of Capital Stock" and "Shares Eligible for Future Sale" and
(B) in the Registration Statement in Items 14 and 15, in each case insofar as
such statements constitute summaries of the legal matters, documents or
proceedings referred to therein, are accurate summaries in all material respects
of the matters referred to therein.

         10. To such counsel's knowledge, there are no legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or any
of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or of any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or filed as
required.

         11. The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described in
the Prospectus, will not be an "investment company" as such term is defined in
the Investment Company Act of 1940, as amended.

         Such counsel shall also state that as counsel to the Company, they have
reviewed the Registration Statement and the Prospectus, participated in
discussions with your representatives, those of counsel for the Underwriters,
and those of the Company and its accountants. On the basis of the information
that such counsel gained in the course of the performance of the services
referred to above, considered in the light of such counsel's understanding of
the applicable law and the experience such counsel has gained through its
practice under the Securities Act, such counsel will confirm to you that (i)
such counsel believes that the Registration Statement, as of its effective date,
and the Prospectus, as of the date of the Prospectus, appeared on their face to
be appropriately responsive in all material respects to the requirements of the
Securities Act and the applicable rules and regulations thereunder and (ii)
nothing that came to such counsel's attention in the course of such review has
caused such counsel to believe the Registration Statement, as of its effective
date, contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus contained any untrue statement of
a material fact or omitted to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

         In addition, such counsel does not know of any litigation or any
governmental proceeding instituted or threatened against the Company or its
subsidiaries that would be required to be disclosed in the Prospectus that is
not so disclosed. Also, such counsel does not know of any documents that are
required to be filed as exhibits to the Registration Statement and are not so
filed or of any documents that are required to be summarized in the Registration
Statement and the Prospectus that are not so summarized.

         The limitations inherent in the independent verification of factual
matters and the character of determinations involved in the registration process
are such, however, that such counsel need not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement except for those made under the captions "Benefit Plans,"
"Description of Capital Stock" and 



<PAGE>

"Shares Eligible for Future Sale" in the Prospectus, insofar as they accurately
summarize in all material respects the provisions of the laws and documents
referred to therein. Also, such counsel need not express any belief as to the
financial statements, other financial, statistical industry or operating data
and related schedules contained in the Registration Statement or the Prospectus.





<PAGE>

                                    EXHIBIT B

             FORM OF LEGAL OPINION OF SELLING STOCKHOLDER'S COUNSEL


         THE FINAL OPINION IN DRAFT FORM SHOULD BE ATTACHED AS EXHIBIT B AT THE
TIME THIS AGREEMENT IS EXECUTED.

         1. The Underwriting Agreement has been duly executed and delivered by
or on behalf of the Selling Stockholder.

         2. The execution and delivery by the Selling Stockholder of, and the
performance by such Selling Stockholder of its obligations under, the
Underwriting Agreement and the Custody Agreement and Powers of Attorney of the
Selling Stockholder, will not (i) to such counsel's knowledge, result in a
breach or default on the part of the Selling Stockholder under any agreement or
other instrument as an exhibit to the Registration Statement to which such
Selling Stockholder is a party or by which the Selling Stockholder is bound or
(ii) result in a violation on the part of the Selling Stockholder of any
existing Massachusetts, Delaware General Corporation or federal statute or
regulation or, to such counsel's knowledge, any judgment, order or decree of any
body, agency or court, and no consent, approval, authorization or order of, or
qualification with, any Massachusetts or federal body or agency is required for
the performance by such Selling Stockholder of its obligations under the
Underwriting Agreement or the Custody Agreement or Power of Attorney of such
Selling Stockholder, except that such counsel need express no opinion as to
state securities or "Blue Sky" laws or as to compliance with the antifraud
provisisons of the federal and state securities laws.

         3. Upon delivery by the custodian to the Underwriters of the
certificates for the Shares to be sold by the Selling Stockholder pursuant to
the Underwriting Agreement duly endorsed for transfer, and upon payment therefor
in accordance with the terms of the Underwriting Agreement, the Underwriters who
have severally purchased such Shares pursuant to the Underwriting Agreement will
acquire all the rights in such Shares that the Selling Stockholder had or had
the power to transfer free of any adverse claim, assuming for the purposes of
this opinion that the Underwriters purchased the same without notice of any
adverse claim to such Shares.

         4. The Custody Agreement and the Power of Attorney of the Selling
Stockholder have been duly authorized, executed and delivered by such Selling
Stockholder and each such document constitutes a valid and binding obligation of
such Selling Stockholder.

         Such counsel may rely with respect to factual matters and to the extent
such counsel deems appropriate, upon the representations of the Selling
Stockholder contained in the Underwriting Agreement and in the Custody Agreement
and Power of Attorney of such Selling Stockholder and in other documents and
instruments; provided that copies of such Custody Agreement and Power of
Attorney and of any such other documents shall be delivered to counsel to the
Underwriters and shall be in form and substance satisfactory to counsel to the
Underwriters.





<PAGE>



                                    EXHIBIT C

                    FORM OF PATENT OPINION OF COMPANY COUNSEL

         THE FINAL OPINION IN DRAFT FORM SHOULD BE ATTACHED AS EXHIBIT C at the
TIME THIS AGREEMENT IS EXECUTED.

         1. Based upon such counsel's (a) inquiry of the Company's
representatives responsible for patent matters and (b) such counsel's review of
the chain of title records that the Company's representative provided from the
United States Patent and Trademark Office ("USPTO") for the United States
patents and patent applications that the Company's representative provided, (i)
to such counsel's knowledge, the patent and pending patent applications that are
listed on Schedule A to the opinion ("Patents") have been validly assigned to
the Company or all inventors on such Patents are under an obligation to assign
all of their rights in such Patents to the Company, and (ii) except as provided
in Schedule A, the Company is listed as the sole holder of record of each of the
Patents. Except as provided in Schedule A, such counsel knows of no claim of a
third party to any ownership interest in, or to any lien with respect to, any of
the Patents. Except as provided in Schedule A, such counsel knows of no claim of
a third party to any ownership interest in, or to any lien with respect to, any
of the Patents, and knows of no nonjoined inventorship interest in any of the
Patents who is not under an obligation to assign his or her interest in the
invention to the Company. To such counsel's knowledge and based upon inquiry of
the Company's representatives responsible for patent matters, but without
inquiring into the dockets of any court, commission, administrative agency, or
other government body, no claim, action, or suit or proceeding is presently
pending or threatened against the Company relating to the potential infringement
of, or conflict with, any patents or others. Except as provided on Schedule A,
none of the Patents has been abandoned, lapsed, or been finally determined to be
unpatentable, invalid, unregisterable, or unenforceable by any court or
administrative tribunal having jurisdiction over any such matter.

         2. No fact has come to such counsel's attention that such counsel
believes is material to the examination of the patent applications that is not
of record or will not be made of record in the relevant application files of the
USPTO. No fact has come to such counsel's attention that causes such counsel to
believe that any Patent is unpatentable, unregisterable, invalid or
unenforceable.

         3. Without limiting the foregoing, we have not undertaken any
independent investigation to determine the existence or absence of such facts,
and no inference as to our knowledge of the existence or absence of such fact,
should be drawn from the fact of our representation of the Company in its patent
matters. To such counsel's knowledge and based upon inquiry of the Company's
representatives responsible for patent matters, but without inquiring into the
dockets of any court, commission, administrative agency, or other government
body, there are no threatened interference, opposition, public use,
reexamination, reissue, or protest proceedings with respect to any Patent.

         4. Based upon inquiry of the Company's representatives responsible for
patent matters, the patents and pending patent applications listed on Schedule B
to the opinion have been licensed to the Company.

         5. No facts have come to such counsel's attention which cause such
counsel to believe that the statements in the Prospectus relating to patent and
trademark matters under the caption "If we are unable to protect our proprietary
methods and technologies, we may not be able to operate our business profitably"
in "Risk Factors" and the caption "Intellectual Property" in "Business" result
in the Prospectus containing an untrue or misleading statement of material fact,
or omitting a material fact necessary to make the 



<PAGE>

statements therein not misleading. There can be no assurance that all material
facts were disclosed to us, or that our familiarity with the Company is such
that we have necessarily recognized the materiality of such facts as were
disclosed to us, and we have to a large extent relied upon statements of
representatives of the Company as to the materiality of the facts disclosed to
us.








<PAGE>



                                    EXHIBIT D
                            FORM OF LOCK-UP AGREEMENT

                                                        _____________, 2000


Thomas Weisel Partners LLC
ING Barings LLC
As Representatives of the several Underwriters
c/o Thomas Weisel Partners LLC
One Montgomery Street, Suite 3700
San Francisco, California  94104

       Re:  LOCK-UP AGREEMENT (THE "AGREEMENT")

Ladies and Gentlemen:

         The undersigned is an owner of record or beneficially of certain shares
of Common Stock, par value $.01 per share (the "Common Stock"), of Harvard
Apparatus, Inc. or securities convertible into or exchangeable or exercisable
for Common Stock. In connection with the Public Offering (as defined below),
Harvard Apparatus, Inc. will be reincorporated by merger in Delaware as Harvard
Bioscience, Inc. References herein to the "Company" include Harvard Apparatus,
Inc., a Massachusetts corporation, and its successor, Harvard Bioscience, Inc.,
a Delaware corporation, as applicable. The undersigned understands that you, as
representatives (the "Representatives"), propose to enter into an Underwriting
Agreement on behalf of the several Underwriters named in SCHEDULE A to such
agreement (collectively, the "Underwriters"), with the Company providing for a
public offering of the Common Stock of the Company pursuant to a Registration
Statement on form S-1 to be filed with the Securities and Exchange Commission
(the "Public Offering"). The undersigned recognizes that the Public Offering
will be of benefit to the undersigned and will benefit the Company by, among
other things, raising additional capital for its operations. The undersigned
acknowledges that you and the other Underwriters are relying on the
representations and agreements of the undersigned contained in this letter in
carrying out the Public Offering and in entering into underwriting arrangements
with the Company with respect to the Public Offering.

         To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Thomas
Weisel Partners (which consent may be withheld in its sole discretion), it will
not, during the period commencing on the date hereof and ending 180 days after
the date of the final prospectus relating to the Public Offering (the
"Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, or (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. In addition, the
undersigned agrees that, without the prior written consent of Thomas Weisel
Partners (which consent may be withheld in its sole discretion), it will not,
during the period commencing on the date hereof and ending 180 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock. With respect to the Public
Offering, the undersigned waives any registration rights relating to
registration under the



<PAGE>

Securities Act of any Common Stock owned either of record or beneficially by the
undersigned, including, without limitation, any rights to receive notice of the
Public Offering and any rights under that certain Amended and Restated
Securityholders' Agreement dated as of March 2, 1999 by and among the Company,
Ascent Venture Partners, L.P. (as assignee of Pioneer Ventures Limited
Partnership and Pioneer Capital Corp.), Ascent Venture Partners II, L.P.
(formerly known as Pioneer Ventures Limited Partnership II), First New England
Capital, L.P., Citizens Capital, Inc., Chane Graziano and David Green.

         The foregoing restrictions are expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Common Stock even if such Common Stock would be disposed of by someone other
than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put option or put equivalent position or
call option or call equivalent position) with respect to any of the Common Stock
or with respect to any security that includes, relates to, or derives any
significant part of its value from such Common Stock.

         Notwithstanding the foregoing, the undersigned may transfer shares of
Common Stock (i) as a BONA FIDE gift or gifts, provided that the donee or donees
thereof agree to be bound by the restrictions set forth herein, (ii) to any
trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust agrees to be
bound by the restrictions set forth herein, and provided further that any such
transfer shall not involve a disposition for value, (iii) to the Underwriters
pursuant to the Underwriting Agreement, or (iv) in transactions relating to
shares of Common Stock acquired by the undersigned in open market transactions
after the completion of the Public Offering. For purposes of this Agreement,
"immediate family" shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin. In addition, notwithstanding the foregoing,
if the undersigned is a corporation, the corporation may transfer the capital
stock of the Company to any wholly-owned subsidiary of such corporation;
PROVIDED, HOWEVER, that in any such case, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding such capital stock subject to the provisions of this
Agreement and there shall be no further transfer of such capital stock except in
accordance with this Agreement, and provided further that any such transfer
shall not involve a disposition for value. In addition, notwithstanding anything
contained herein to the contrary, at any time prior to the date on which the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission relating to the Public Offering is declared effective by the
Securities and Exchange Commission, the undersigned may transfer shares of
Common Stock; PROVIDED, HOWEVER, that in any such case, it shall be a condition
to the transfer that (i) the transferee execute and deliver a lock-up agreement,
in the form of the lock-up agreement executed by the transferor, and (ii) the
transferor provide notice of such transfer to the Representatives of the
Underwriters.

         The undersigned understands that whether or not the Public Offering
actually occurs depends on a number of factors, including stock market
conditions. The Public Offering will only be made pursuant to an Underwriting
Agreement, the terms of which are subject to negotiation among the Company and
the Underwriters. Notwithstanding anything contained herein to the contrary, if
the Public Offering is terminated or suspended by either the Underwriters or the
Company, this lock-up agreement shall be of no further force or effect.

         The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock held by the undersigned except in
compliance with the foregoing restrictions.



<PAGE>

         This agreement is irrevocable and will be binding on the undersigned
and the respective successors, heirs, personal representatives, and assigns of
the undersigned.



                                             Very truly yours,


                                             -----------------------------
                                             (Name)

                                             -----------------------------
                                             (Address)





<PAGE>
                                                                        EX. 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
The Board of Directors
Harvard Apparatus, Inc.:
 
    We consent to the inclusion of our report dated October 19, 2000, except as
to note 20 which is as of October 25, 2000, with respect to the consolidated
balance sheets of Harvard Apparatus, Inc. and subsidiaries as of September 30,
2000, December 31, 1999 and 1998 and the related consolidated statements of
operations, stockholders' equity (deficit) and comprehensive income (loss), and
cash flows for the nine months ended September 30, 2000 and for each of the
years in the three-year period ended December 31, 1999 which report appears in
this Registration Statement, and to the reference to our firm under the heading
"Experts" in this Registration Statement.
 
/s/ KPMG LLP
 
Boston, Massachusetts
December 5, 2000





<PAGE>
                                                                    EXHIBIT 23.3
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We hereby consent to the use in this Registration Statement on Form S-1 of
our reports dated February 26, 1998 (for the year ended December 31, 1997) and
April 9, 1999 (for the year ended December 31, 1998), except for the US GAAP
reconciliation as described in Note 24 which is at September 15, 2000, relating
to the financial statements and financial statement schedules of Pharmacia &
Upjohn (Cambridge) Limited, which appear in the Registration Statement. We also
consent to the references to us under the heading "Experts" in such Registration
Statement.
 
/s/ PricewaterhouseCoopers
 
PRICEWATERHOUSECOOPERS
Cambridge, England
December 5, 2000