INDIANA
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35-1345024
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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2701
KENT AVENUE
WEST
LAFAYETTE, INDIANA
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47906
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(Address
of principal executive offices)
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(Zip
code)
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(765)
463-4527
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(Registrant's
telephone number, including area
code)
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Michael
R. Cox
Vice
President-Finance, Chief Financial Officer and Treasurer
Bioanalytical
Systems, Inc.
2701
Kent Avenue
West
Lafayette, Indiana 47906
(Name
and address of agent for service)
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(765)
463-4527
(Telephone
number, including area
code,
of agent for service)
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Copies
to:
Stephen
J. Hackman
Ice
Miller LLP
One
American Square, Box 82001
Indianapolis,
Indiana 46282
(317)
236-2100
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
Reporting Company x
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Title of Securities to be
Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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|||||||||
Common
Shares (2008 Stock Option Plan)
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500,000
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$
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6.82
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$
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3,410,000
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$
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135
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||||||
Common
Shares (Shepperd Agreement)
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275,000
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$
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7.10
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$
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1,952,500
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$
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77
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||||||
Common
Shares (2004 Cox Agreements)
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50,000
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$
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4.58
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$
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229,000
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$
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9
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||||||
Common
Shares (2007 Cox Agreement)
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30,000
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$
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8.60
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$
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258,000
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$
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10
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||||||
Common
Shares (2004 Chait Agreements)
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50,000
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$
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5.69
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$
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284,500
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$
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11
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||||||
Common
Shares (2007 Chait Agreement)
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30,000
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$
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8.60
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$
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258,000
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$
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10
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||||||
Common
Shares (Brown Agreement)
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5,000
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$
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2.88
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$
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14,375
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$
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1
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||||||
Common
Shares (Faulconbridge Agreement)
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3,000
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$
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5.74
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$
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28,700
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$
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1
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||||||
Common
Shares (Green Agreement)
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2,000
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$
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4.25
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$
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12,750
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$
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1
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||||||
Common
Shares (Wareing Agreement)
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10,000
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$
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8.79
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$
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17,580
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$
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4
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||||||
Common
Shares (Hemmings Agreement)
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3,000
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$
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5.74
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$
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57,400
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$
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1
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7
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COMPANY
OVERVIEW
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7
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SHARES
OFFERED
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8
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CAUTION
ABOUT FORWARD-LOOKING STATEMENTS
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8
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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9
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USE
OF PROCEEDS
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10
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SELLING
SHAREHOLDERS
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10
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PLAN
OF DISTRIBUTION
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11
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EXPERTS
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12
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12
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW
VIOLATIONS
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13
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·
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our
Annual Report on Form 10-K for the year ended September 30, 2007;
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·
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our
proxy statement and related proxy materials in connection with our
March
20, 2008, annual meeting of shareholders filed with the SEC on February
5,
2008;
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·
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our
Current Report on Form 8-K filed with the SEC on February 11,
2008;
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·
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our
Current Report on Form 8-K filed with the SEC on July 7,
2008;
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·
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our
Quarterly Report on Form 10-Q for the quarter ended December 31,
2007;
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·
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our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2008;
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·
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our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008;
and
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·
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the
description of our common shares and preferred shares included under
the
column headed “BASi” in the section headed “COMPARISON OF SHAREHOLDER
RIGHTS” in the prospectus/proxy statement contained in our Registration
Statement on Form S-4 (File No. 333-99593) filed September 13, 2002,
as
amended.
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Name, Position
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Number of
Shares
Beneficially
Owned (1)
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Percentage
Beneficially
Owned
Before
Offering (1)
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Number of
Shares to
be Offered
for the
Account of
the Selling
Shareholder (2)
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Number
of
Shares
to be
Owned
After
Offering
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Percentage
to be
Beneficially
Owned
After
Offering
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|||||||||||
Richard
M. Shepperd,
President
and Chief Executive
Officer
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90,750
(3
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)
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1.8
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%
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275,000
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15,750
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0.3
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%
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||||||||
Michael
R. Cox, Vice President
of
Finance and Administration
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50,000
(4
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)
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1
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%
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80,000
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0
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0
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%
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||||||||
Edward
M. Chait, Chief
Business
Officer
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50,000
(5
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)
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1
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%
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80,000
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0
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0
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%
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·
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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·
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block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
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·
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purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
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·
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an
exchange distribution in accordance with the rules of the applicable
exchange;
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·
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privately
negotiated transactions;
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·
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short
sales;
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·
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broker-dealers
may agree with the selling shareholder to sell a specified number
of such
shares at a stipulated price per
share;
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·
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a
combination of any such methods of sale;
and
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·
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any
other method permitted pursuant to applicable
law.
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·
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our
Annual Report on Form 10-K for the year ended September 30, 2007;
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·
|
our
proxy statement and related proxy materials in connection with our
March
20, 2008, annual meeting of shareholders filed with the SEC on February
5,
2008;
|
·
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our
Current Report on Form 8-K filed with the SEC on February 11,
2008;
|
·
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our
Current Report on Form 8-K filed with the SEC on July 7,
2008;
|
·
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our
Quarterly Report on Form 10-Q for the quarter ended December 31,
2007;
|
·
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our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008;
and
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·
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our
Quarterly Report on Form 10-Q for the quarter ended June 30,
2008.
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Number
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Description
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4.1
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Bioanalytical
Systems, Inc. 2008 Stock Option Plan
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4.2
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Letter
agreement dated May 18, 2007, between the Company and Richard M.
Shepperd
evidencing grant of options with respect to 275,000 common
shares
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4.3
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Letter
agreement dated April 1, 2004, between the Company and Michael R.
Cox
evidencing grant of options with respect to 25,000 common shares
(incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter
ended March 31, 2004)
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4.4
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Letter
agreement dated August 1, 2005, between the Company and Dr. Edward
M.
Chait evidencing grant of options with respect to 25,000 common shares
(incorporated by reference to Exhibit 10.24 to Form 10-K for the
year
ended September 30, 1995)
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4.5
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Letter
agreement dated February 8, 2000, between the Company and Andrew
N. Brown
evidencing grant of options with respect to 5,000 common
shares
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4.6
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Letter
agreement dated July 22, 2005, between the Company and Sue Faulconbridge
evidencing grant of options with respect to 3,000 common
shares
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4.7
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Letter
agreement dated December 11, 1998, between the Company and Bryan
Green
evidencing grant of options with respect to 2,000 common
shares
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4.8
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Letter
agreement dated December 7, 2007, between the Company and Mark Wareing
evidencing grant of options with respect to 10,000 common
shares
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4.9
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Letter
agreement dated July 22, 2005, between the Company and Dr. Simon
Hemmings
evidencing grant of options with respect to 3,000 common
shares
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5.1
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Opinion
of Ice Miller LLP
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23.1
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Consent
of Ice Miller LLP (contained in Exhibit 5.1)
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23.2
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Consent
of Crowe Horwath, LLP
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23.3
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Consent
of KPMG LLP
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24.4
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Power
of Attorney (set forth on Signature
Page)
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BIOANALYTICAL
SYSTEMS, INC.
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||
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By: | /s/ Richard M. Shepperd | |
Richard
M.
Shepperd, President and Chief Executive
Officer
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Signatures
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Title
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Date
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||
/s/
Richard M. Shepperd
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President,
Chief Executive Officer and
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September 30,
2008
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Richard
M. Shepperd
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Director
(principal executive officer)
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/s/
Michael R. Cox
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Vice
President, Finance &
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September 30,
2008
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Michael
R. Cox
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Administration,
Chief Financial Officer
and
Treasurer (principal financial and accounting officer)
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/s/
William E. Baitinger
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Director
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September 30,
2008
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William
E. Baitinger
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||||
/s/
David W. Crabb
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Director
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September 30,
2008
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David
W. Crabb
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/s/
Leslie B. Daniels
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Director
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September 30,
2008
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Leslie
B. Daniels
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||||
/s/
Larry S. Boulet
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Director
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September 30,
2008
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Larry
S. Boulet
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Number
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|
Description
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4.1
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Bioanalytical
Systems, Inc. 2008 Stock Option Plan
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|
4.2
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Letter
agreement dated May 18, 2007, between the Company and Richard M.
Shepperd
evidencing grant of options with respect to 275,000 common
shares
|
|
4.3
|
Letter
agreement dated April 1, 2004, between the Company and Michael R.
Cox
evidencing grant of options with respect to 25,000 common shares
(incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter
ended March 31, 2004)
|
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4.4
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Letter
agreement dated August 1, 2005, between the Company and Dr. Edward
M.
Chait evidencing grant of options with respect to 25,000 common shares
(incorporated by reference to Exhibit 10.24 to Form 10-K for the
year
ended September 30, 1995)
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4.5
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Letter
agreement dated February 8, 2000, between the Company and Andrew
N. Brown
evidencing grant of options with respect to 5,000 common
shares
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4.6
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Letter
agreement dated July 22, 2005, between the Company and Sue Faulconbridge
evidencing grant of options with respect to 3,000 common
shares
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4.7
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Letter
agreement dated December 11, 1998, between the Company and Bryan
Green
evidencing grant of options with respect to 2,000 common
shares
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4.8
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Letter
agreement dated December 7, 2007, between the Company and Mark Wareing
evidencing grant of options with respect to 10,000 common
shares
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4.9
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Letter
agreement dated July 22, 2005, between the Company and Dr. Simon
Hemmings
evidencing grant of options with respect to 3,000 common
shares
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5.1
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Opinion
of Ice Miller LLP
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23.1
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Consent
of Ice Miller LLP (contained in Exhibit 5.1)
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23.2
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Consent
of Crowe Horwath, LLP
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23.3
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Consent
of KPMG LLP
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24.4
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Power
of Attorney (set forth on Signature
Page)
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