o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
þ
|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1)
|
Amount
Previously Paid:
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
1.
|
To
elect five directors of BASi to serve until the next annual meeting of
shareholders.
|
Page
|
||||
PROXY
STATEMENT
|
1
|
|||
HOW
TO VOTE YOUR SHARES
|
1
|
|||
COMMONLY
ASKED QUESTIONS AND ANSWERS
|
2
|
|||
PROPOSAL
1 - ELECTION OF DIRECTORS
|
3
|
|||
Required
Vote and Board of Directors’ Recommendation
|
3
|
|||
Business
Experience of Nominated Directors
|
3
|
|||
Committees
and Meetings of the Board of Directors
|
4
|
|||
Family
Relationships
|
6
|
|||
Certain
Relationships and Transactions
|
6
|
|||
Communications
with the Board of Directors
|
6
|
|||
Communications
with the Audit Committee
|
7
|
|||
Non-employee
Director Compensation and Benefits
|
7
|
|||
SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM
|
9
|
|||
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
10
|
|||
PRINCIPAL
SHAREHOLDERS TABLE
|
12
|
|||
COMPENSATION
OF EXECUTIVE OFFICERS
|
12
|
|||
Compensation
Committee and Compensation Methodology
|
12
|
|||
Changes
in Senior Management during Fiscal 2008
|
13
|
|||
Employment
Agreements and Post-termination Payments
|
13
|
|||
Fiscal
2008 Summary Compensation Table
|
17
|
|||
Outstanding
Equity Awards at Fiscal Year-End Table
|
18
|
|||
Fiscal
2008 Option Exercises
|
18
|
|||
Equity
Compensation Plan Information
|
19
|
|||
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
19
|
|||
SHAREHOLDER
PROPOSALS FOR 2010 ANNUAL MEETING
|
19
|
|||
OTHER
BUSINESS
|
20
|
|||
APPENDIX
A - NOMINATING COMMITTEE CHARTER
|
||||
APPENDIX
B - COMPENSATION COMMITTEE CHARTER
|
||||
APPENDIX
C - AUDIT COMMITTEE CHARTER
|
||||
APPENDIX
D – CODE OF BUSINESS CONDUCT AND ETHICS
|
(1)
|
You
can vote via the Internet at www.proxyvote.com
with the instructions provided on the proxy card; or
|
|
(2)
|
You
can vote via telephone by following the instructions provided on the proxy
card; or
|
|
(3)
|
You
can attend the Annual Meeting and cast your vote in person;
or
|
|
(4)
|
You
may complete, sign, date and return by mail the proxy
card.
|
•
|
Sending
a signed statement to the Company that the proxy is revoked (you may send
such a statement to the Company’s Secretary at our corporate headquarters
address listed on the Notice of Meeting);
|
|
•
|
Signing
another proxy with a later date; or
|
|
•
|
Voting
in person at the meeting.
|
•
|
They
are voted via the Internet at www.proxyvote.com;
or
|
|
•
|
They
are voted via the telephone; or
|
|
•
|
They
are voted in person at the meeting; or
|
|
•
|
The
shareholder has voted by properly submitting a proxy card to the Company
via mail or by hand delivery. Abstentions and broker non-votes are not
counted for purposes of determining whether a proposal has been approved,
but will be counted for purposes of determining whether a quorum is
present.
|
Name
|
Age
|
Position
|
Served
as
Director Since
|
|||
William
E. Baitinger
|
73
|
Director,
Chairman of the Board
|
1979
|
|||
David
W. Crabb
|
55
|
Director
|
2004
|
|||
Leslie
B. Daniels
|
61
|
Director
|
2003
|
|||
Larry
S. Boulet
|
62
|
Director
|
2007
|
|||
Richard
M. Shepperd
|
68
|
Director,
President and Chief Executive Officer
|
2007
|
Committee
|
Members
|
Meetings
in 2008
|
||
Compensation
|
Leslie
B. Daniels
|
4
|
||
William
E. Baitinger
|
||||
David
W. Crabb
|
||||
Audit
|
Larry
S. Boulet
|
4
|
||
William
E. Baitinger
|
||||
Leslie
B. Daniels
|
||||
David
W. Crabb
|
||||
Nominating
|
William
E. Baitinger
|
1
|
||
Leslie
B. Daniels
|
||||
David
W. Crabb
|
||||
Board
of Directors
|
4
|
•
|
compensation
arrangements for the executive officers of BASi,
|
|
•
|
policies
relating to salaries and job descriptions,
|
|
•
|
insurance
programs,
|
|
•
|
benefit
programs, including retirement plans,
|
|
•
|
administration
of the 2008 Stock Option Plan.
|
•
|
reviewing
with the auditors the scope of the audit work
performed,
|
|
•
|
establishing
audit practices,
|
|
•
|
overseeing
internal accounting controls,
|
|
•
|
reviewing
financial reporting, and
|
|
•
|
accounting
personnel staffing.
|
Type
of Compensation
|
Amount ($)
|
|||
Annual
retainer for Board membership
|
3,300
|
|||
Annual
retainer for director serving as Chair of the Audit
Committee
|
2,000
|
|||
Annual
retainer for director serving as Chair of the Compensation
Committee
|
1,000
|
|||
Annual
retainer for director serving as Chair of the Nominating
Committee
|
500
|
|||
Meeting
fee for Board meeting, in person
|
1,000
|
|||
Meeting
fee for Board meeting, by phone
|
500
|
|||
Committee
meetings, non-Board meeting days, in person
|
500
|
|||
Committee
meetings, non-Board meeting days, by phone
|
250
|
|||
Daily
fee for consultation with management
|
1,000
|
DIRECTOR
COMPENSATION FOR FISCAL 2008
|
||||||||||||||||
Name
|
Fees paid in
cash
($)
|
Option
Awards
(1)
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||||||||
William
E. Baitinger
|
6,800 | 1,943 | (2) | 94 | (6) | 8,837 | ||||||||||
Larry
S. Boulet
|
8,800 | 461 | (3) | 2,046 | (7) | 11,307 | ||||||||||
Dr.
David W. Crabb
|
6,300 | — | (4) | — | 6,300 | |||||||||||
Leslie
B. Daniels
|
6,050 | 461 | (5) | — | 6,511 |
(1)
|
Amounts
expensed in financial statements for fiscal 2008 for all options held by
the named director regardless of date of
grant.
|
(2)
|
Mr.
Baitinger has 21,000 options outstanding with 9,000 vested and
exercisable. The 9,000 vested options were granted on June 20, 2003 at an
exercise price of $2.80 under the 1997 Director Stock Option Plan,
expiring June 19, 2013. The remaining 12,000 unvested options
were granted on September 4, 2008 at an exercise price of $5.09 under the
2008 Stock Option Plan, expiring on September 3,
2018.
|
(3)
|
Mr.
Boulet has 10,000 options outstanding with zero vested and
exercisable. The 10,000 options were granted on September 4,
2008 at an exercise price of $5.09 under the 2008 Stock Option Plan,
expiring on September 3, 2018.
|
(4)
|
Dr.
Crabb has zero options outstanding.
|
(5)
|
Mr.
Daniels has 10,000 options outstanding with zero vested and
exercisable. The 10,000 options were granted on September 4,
2008 at an exercise price of $5.09 under the 2008 Stock Option Plan,
expiring on September 3, 2018.
|
(6)
|
Reimbursement
to Mr. Baitinger for travel expenses associated with Board
meetings.
|
(7)
|
Reimbursement
to Mr. Boulet for attendance at National Association of Corporate
Directors conference and travel expenses associated with the
conference.
|
2008
|
2007
|
|||||||
Audit
Fees -
|
||||||||
Aggregate
fees for annual audit, quarterly reviews
|
$ | 240,000 | $ | 280,000 | ||||
Tax
Fees -
|
||||||||
Income
tax services related to compliance with tax laws
|
$ | 120,000 | $ | 66,000 |
NAME(4)
|
Shares
Owned
|
Shares
Owned
Jointly
|
Shares
/
Options
Owned
Beneficially
|
Total
|
%
|
|||||||||
Peter
T. Kissinger (1)
|
427,747
|
595,910
|
252,310
|
1,275,967
|
26.0
|
|||||||||
Candice
B. Kissinger (1)
|
250,956
|
595,910
|
429,101
|
1,275,967
|
26.0
|
|||||||||
William
B. Baitinger(2)
|
—
|
146,512
|
—
|
146,512
|
3.0
|
|||||||||
Ronald
E. Shoup(2)
|
361
|
89,760
|
—
|
90,121
|
1.8
|
|||||||||
Leslie
B. Daniels
|
38,042
|
—
|
—
|
38,042
|
0.8
|
|||||||||
Michael
R. Cox
|
—
|
—
|
—
|
—
|
0.0
|
|||||||||
Edward
M. Chait
|
—
|
—
|
—
|
—
|
0.0
|
|||||||||
Richard
M. Shepperd
|
15,750
|
—
|
—
|
15,750
|
0.3
|
|||||||||
Larry
S. Boulet
|
3,500
|
—
|
—
|
3,500
|
0.1
|
|||||||||
7
Executive Officers and Directors as a group
|
110,135
|
236,272
|
—
|
346,407
|
7.1
|
–
|
on
September 30, 2008, Ronald E. Shoup, Chief Scientific Officer, retired
from BASi after nearly thirty years of
service;
|
–
|
on
October 1, 2008, Jon Brewer was hired as Vice President of Sales and
Marketing;
|
|
–
|
on
November 7, 2008, Edward M. Chait, Ph.D. resigned from his position as
Chief Business Officer of the Company;
and
|
–
|
on
December 1, 2008, Anthony S. Chilton, Ph.D., 52, joined the Company as
Chief Operating Officer, Scientific
Services.
|
–
|
Mr. Shepperd's
base salary through December 31, 2009, to be paid
monthly;
|
–
|
All
vacation accrued as of the date of
termination;
|
–
|
All
bonus amounts earned but not paid as of the date of termination;
and
|
–
|
All
salary earned but not paid through the date of
termination.
|
·
|
Mr.
Cox's base salary, payable monthly for 12 months following
termination;
|
|
·
|
all
vacation accrued as of the date of termination;
|
|
·
|
all
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
all
salary earned but not paid through the date of
termination.
|
·
|
Mr.
Brewer's base salary, payable monthly for 12 months following
termination;
|
|
·
|
all
vacation accrued as of the date of termination;
|
|
·
|
all
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
all
salary earned but not paid through the date of
termination.
|
·
|
Dr.
Chilton’s base salary, payable monthly for 12 months following
termination;
|
|
·
|
all
vacation accrued as of the date of termination;
|
|
·
|
all
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
all
salary earned but not paid through the date of
termination.
|
SUMMARY
COMPENSATION TABLE
|
||||||||||||||||||||||||||
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
(1)
($)
|
Company
Contributions
to
401(k)
($)
|
All
Other Compensation
($)
|
Total
($)
|
|||||||||||||||||||
Richard
M. Shepperd, President & Chief
|
2007
|
420,000 | 295,000 | (2) | 141,282 | — | 8,774 | (3) | 865,056 | |||||||||||||||||
Executive
Officer; Director
|
2008
|
420,000 | — | 381,216 | 5,125 | — | 806,341 | |||||||||||||||||||
Michael
R. Cox, Vice President,
|
2007
|
153,000 | 40,000 | 6,241 | 1,530 | — | 200,771 | |||||||||||||||||||
Finance
and Chief Financial Officer (4)
|
2008
|
165,000 | 25,000 | 27,980 | (5) | 2,050 | — | 220,030 | ||||||||||||||||||
Edward
M. Chait, Ph.D.,
|
2007
|
150,000 | 35,000 | 15,493 | 3,480 | — | 203,973 | |||||||||||||||||||
Chief
Business Officer (6)
|
2008
|
165,000 | — | 27,148 | (7) | 4,640 | (8) | 196,788 |
OUTSTANDING
EQUITY AWARDS AT FISCAL 2008YEAR-END
|
|||||||||
OPTION
AWARDS
|
|||||||||
Number of Securities Underlying
Unexercised
Options
|
|||||||||
Name
|
(#)
Exercisable
|
(#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration Date
|
|||||
Richard
M. Shepperd
|
75,000
|
200,000
|
(1)
|
7.10
|
May
17, 2017
|
||||
Michael
R. Cox
|
50,000
|
—
|
4.58
|
March
31, 2014
|
|||||
—
|
30,000
|
(2)
|
8.60
|
November
5, 2017
|
|||||
Edward
M. Chait, Ph.D
|
50,000
|
—
|
5.69
|
September
29, 2015
|
|||||
—
|
30,000
|
(3)
|
8.60
|
November
5,
2017
|
(1)
|
Options
on 100,000 shares vested on December 1, 2008 and 100,000 shares vest on
December 1, 2009.
|
|
(2)
|
Options
on 10,000 shares vested on November 5, 2008, 10,000 shares vest on
November 5, 2009 and 10,000 shares vest on November 5,
2010.
|
|
(3)
|
Options
on 10,000 shares vested on November 5, 2008, remaining 20,000 shares
forfeit as part of the Severance Agreement discussed
above.
|
Plan Category
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options
|
Weighted Average
Exercise Price of
Outstanding Options
|
Number of Securities Remaining
Available for Future Issuance
under the Equity Compensation
Plan
(Excluding Securities Reflected in
First Column)
|
|||||||||
Equity
compensation plans approved by security holders
|
703,500 | $ | 6.13 | 381,500 | ||||||||
Equity
compensation plans not approved by security holders (1)
|
50,000 | $ | 5.14 | — | ||||||||
Total
|
753,500 | $ | 6.06 | 381,500 |
I.
|
Purpose
|
II.
|
Composition
|
III.
|
Meetings
|
IV.
|
Responsibilities
|
|
–
|
Purpose
|
–
|
Composition
|
–
|
Authority
and Responsibilities
|
a)
|
review
and approve corporate goals and objectives relevant to compensation and
benefits for the officers of the Company. The Committee shall evaluate the
performance of each officer, including the Chief Executive Officer, in
light of those goals and
objectives;
|
b)
|
review
and approve all elements of each officer's compensation, including but not
limited to (i) annual base salary, (ii) annual incentive compensation
opportunity, whether in the form of cash or equity, (iii) long-term
incentive compensation opportunity, whether in the form of cash or equity,
(iv) special benefits, and (v) employment agreements, severance
agreements, and change in control agreements, if
appropriate;
|
c)
|
review
the compensation systems in place for officers to make sure that they are
appropriate in light of the Company's objectives and performance and the
compensation provided by comparable
companies;
|
d)
|
review
this Charter and any policies adopted by the Committee;
and
|
e)
|
evaluate
its own performance and the performance of any compensation consultant
retained by the Committee and provide a report of such evaluation to the
Board.
|
|
·
|
the
integrity of the Corporation’s financial statements and the financial
reporting process, including the system of internal control over financial
reporting, the audit process and the processes for identifying, evaluating
and managing the Corporation’s principal risks impacting financial
reporting;
|
|
·
|
compliance
with legal and regulatory requirements, other than those otherwise
assigned from time to time by the Board;
and
|
|
·
|
the
qualifications and independence of the Corporation’s independent
auditor
|
|
a)
|
resignation
from the Audit Committee or Board,
|
|
b)
|
death
or disability,
|
|
c)
|
not
being re-appointed pursuant to the annual appointment described above,
or
|
|
d)
|
removal
as a director of the Corporation in accordance with the Corporation’s
articles of incorporation and
bylaws.
|
|
A.
|
Minutes
and Reporting to the Board
|
|
B.
|
Selection,
Evaluation and Oversight of Independent
Auditor
|
|
·
|
have
the sole authority to recommend to the Board the appointment, retention or
replacement of the independent auditor (subject to shareholder approval,
if required);
|
|
·
|
be
directly responsible for establishing the compensation of the independent
auditor;
|
|
·
|
have
the independent auditor report directly to the Audit Committee and
otherwise be directly responsible for overseeing the work of the
independent auditor;
|
|
·
|
meet
with the independent auditor prior to the annual audit to discuss the
planning, scope and staffing of the audit and approve the selection of the
partner having primary responsibility for the
audit;
|
|
·
|
at
least on an annual basis, evaluate the qualifications, performance and
independence of the independent auditor and the senior audit partner(s)
having primary responsibility for the
audit;
|
|
·
|
Obtain,
review and discuss with the independent auditor a report from the
independent auditor at least annually
regarding:
|
i.
|
|
the
independent auditor’s internal quality control
procedures,
|
ii.
|
|
any
material issues raised by the most recent internal quality control review,
or peer review, of the audit firm, or raised by any inquiry or
investigation by governmental or professional authorities regarding audits
carried out by the firm and any steps taken to deal with any such
issues,
|
iii.
|
|
all
relationships between the independent auditor and the Corporation,
and
|
iv.
|
|
the
independence of the independent auditor, as required by the
Regulations;
|
|
·
|
Review
and approve the Corporation’s hiring policies regarding partners,
employees and former partners and employees of the present (and former)
independent auditor;
|
|
·
|
Pre-approve
all auditing services and permitted non-audit services to be performed for
the Corporation or its subsidiaries by the independent
auditor.
|
|
C.
|
Financial
Reporting of Quarterly Financial
Results
|
|
·
|
Prior
to their release and filing with the securities regulatory agencies,
review and discuss with management and the independent auditor
the:
|
|
o
|
earnings
press release;
|
|
o
|
financial
statements and notes thereto; and
|
|
o
|
management’s
discussion and analysis,
|
|
·
|
any
significant disagreements among management and the independent auditor in
connection with the preparation of the financial
statements;
|
|
·
|
significant
financial reporting issues and judgments made in connection with the
preparation of the Corporation’s financial statements, any changes in the
Corporation’s selection or application of accounting principles, and any
major issues as to the adequacy of the Corporation’s internal
controls;
|
|
·
|
results
of the independent auditor’s
review;
|
|
·
|
any
written communications between the independent auditor and management (e.
g. management letter and schedule of unadjusted
differences);
|
|
·
|
any
correspondence with, or published reports by, regulators or governmental
agencies which raise material issues regarding the Corporation’s financial
statements or accounting policies;
and
|
|
·
|
approve
the Corporation’s unaudited quarterly financial
statements.
|
|
D.
|
Financial
Reporting of Year-End Financial
Results
|
|
·
|
Prior
to their public release and filing with the regulatory agencies, review
and discuss with management and the independent auditor
the:
|
|
o
|
earnings
press release;
|
|
o
|
financial
statements and notes thereto;
|
|
o
|
management’s
discussion and analysis; and
|
|
o
|
results
of the independent auditor’s audit.
|
|
o
|
all
matters described above under “Financial Reporting of Quarterly Financial
Results”;
|
|
o
|
results
of the independent auditor’s audit;
|
|
o
|
discussions
with the independent auditor on the matters required to be discussed by
Statement on Auditing Standards No. 61, including significant adjustments,
management judgments and accounting estimates, significant new accounting
policies, any difficulties encountered during the course of the audit
work, restrictions, if any, on the scope of activities or access to
requested information, and any significant disagreements with management;
and
|
|
o
|
a
report from the independent auditor describing (i) all critical accounting
policies and practices used, (ii) all alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with management and the treatment preferred by the independent
auditor and (iii) other material communications between the independent
auditor and management (e. g. the annual management letter and schedule of
unadjusted differences).
|
|
·
|
recommend
to the Board whether the Corporation’s annual financial statements should
be approved by the Board.
|
|
E.
|
Related
Party Transactions
|
|
·
|
review
all proposed non-routine transactions between the Corporation and any
“related party” (as that term is defined in applicable Regulations) and,
if deemed appropriate, recommend approval of any particular transaction to
the Board
|
|
F.
|
Internal
Controls, Risk Management and Legal
Matters
|
|
·
|
consider
the effectiveness of the Corporation’s internal controls over financial
reporting and the related information technology security and control,
including the process to communicate such controls and roles
and responsibilities;
|
|
·
|
discuss
with management the Corporation’s major financial risk exposures and the
steps management has taken to monitor and control such exposures,
including the Corporation’s risk assessment and risk management policies.
Areas to be considered in this respect
include:
|
|
o
|
revenue
recognition;
|
|
o
|
insurance
coverage; and
|
|
o
|
information
technology;
|
|
·
|
review
with management at least annually the Corporation’s compliance with risk
assessment and their actions taken to mitigate or manage identified risk
;
|
|
·
|
review
with management, and if necessary, the Corporation’s counsel, any legal
matter(s) which could reasonably be expected to have a material impact on
the Corporation’s financial
statements;
|
·
|
review
with the chief executive officer, chief financial officer and independent
auditor the following:
|
|
o
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Corporation’s ability to record,
process, summarize and report financial information;
and
|
|
o
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Corporation’s internal
control over financial reporting;
and
|
|
o
|
review
the adequacy of the Corporation’s external financial reporting disclosures
intended to comply with generally accepted accounting principles and
applicable securities and exchange
regulations.
|
|
G.
|
“Whistle
Blower” and Related Procedures
|
H.
|
Review
of Charter and Self
Assessment
|
|
·
|
review
and reassess the adequacy of this Charter,
and
|
|
·
|
review
the Audit Committee’s own
performance.
|
|
I.
|
Other
Activities
|
1)
|
Provide
overall leadership to enhance the effectiveness of the Committee,
including:
|
|
a)
|
Recommend
and oversee the appropriate structure, composition, membership and
activities delegated to the
Committee;
|
|
b)
|
Chair
all meetings of the Committee and manage meeting agenda items so
appropriate consideration can be given to agenda
items;
|
|
c)
|
Encourage
Committee members to ask questions and express viewpoints during
meetings;
|
|
d)
|
Schedule
and set the agenda for Committee meetings with input from other Committee
members, the Chair of the Board of Directors and management, as
appropriate;
|
|
e)
|
Facilitate
the timely, accurate and proper flow of information to and from the
Committee;
|
|
f)
|
Arrange
for management, other internal personnel, external advisors and others to
attend and present at Committee meetings as
appropriate;
|
|
g)
|
Arrange
sufficient time during Committee meetings to fully discuss agenda items;
and
|
|
h)
|
Carry
out the responsibilities and duties of the Committee, as outlined in its
Charter and review the Charter and duties and responsibilities with
Committee members on a regular
basis.
|
2)
|
Foster
ethical and responsible decision-making by the Committee and its
individual members.
|
3)
|
Following
each meeting of the Committee, report to the Board of Directors on the
activities, findings and any recommendations of the
Committee.
|
4)
|
Carry
out such other duties as may reasonably be requested by the Board of
Directors.
|
o
|
Wire
Fraud
|
o
|
Mail
Fraud
|
o
|
Bank
Fraud
|
o
|
Securities
Fraud
|
o
|
Fraud
Against Shareholders
|
o
|
Questionable
Accounting
|
o
|
Internal
Controls and Procedures
|
o
|
Auditing
Matters (both financial and with respect to all quality assurance
systems)
|
o
|
Dishonest
or Unethical Conduct
|
o
|
Conflicts
of Interest
|
o
|
Improper
Disclosures in SEC Reports
|
o
|
Improper
or Inadequate Public Disclosures
|
o
|
Integrity
of Scientific Data
|
If
a director, officer or employee reasonably believes that the Company or
any its employees or others, acting on behalf of the Company, have
violated this Code of Ethics, the director, officer or employee is
required to immediately report or cause to be reported any such potential
violation to the following
individual:
|
If
the complaint relates to the Audit Committee Representative or there is a
potential conflict of interest, the complaint should be submitted to the
Company’s Chief Financial Officer.
|
A
complaint may be submitted anonymously by mail or may be delivered
confidentially (e.g., in person, by internal mail, by regular mail or by
electronic mail). If the complaint is written and sent via the mail, the
envelope should be marked as “confidential and private.” Although a
violation report may be oral, written reports are preferred to assure a
clear understanding of the situation. In either case, the complaint should
be factual rather than speculative or conclusory, and should contain as
much specific information as possible to allow for proper assessment. The
complaint describing an alleged violation or concern should be candid and
set forth all of the information that the employee knows regarding the
allegation or concern. In addition, all complaints must contain sufficient
corroborating information to support the commencement of an investigation.
The Chief Financial Officer or the Audit Committee Representative may, in
its reasonable discretion, determine not to commence an investigation if a
complaint contains only unspecified or broad allegations of wrongdoing
without appropriate informational
support.
|
Upon
receipt of the complaint by any of the Chief Financial Officer or the
Audit Committee Representative (the “Investigating Officer”), the
Investigating Officer shall make a determination, in his or her reasonable
judgment, whether a reasonable basis exists for commencing an
investigation into the complaint. To assist in making this determination,
the Investigating Officer may conduct an initial, informal inquiry. Other
parties may become involved in the inquiry based on their oversight
responsibility or expertise.
|
To
the extent possible, all complaints will be handled in a confidential
manner. In no event will information concerning the complaint be released
to persons without specific need to know about it. Investigation of
complaints will be prompt. The determination by the Investigating Officer
will be communicated to the person who brought the complaint (unless
anonymous) to the Audit Committee and to relevant management, as
appropriate.
|
Upon
making a determination to recommend a formal investigation, the
Investigating Officer will promptly notify the Audit Committee. The Audit
Committee will then determine, in its reasonable judgment, whether a
reasonable basis exists for commencing a formal investigation into the
complaint. If the Audit Committee makes such a determination, then it
shall instruct the Investigating Officer to proceed with a formal
investigation. The Investigating Officer shall oversee all investigations
under the authority of the Audit Committee. The Audit Committee shall
ensure coordination of each investigation and shall have overall
responsibility for implementation of this policy. The Audit Committee
shall have the authority to retain outside legal or accounting expertise
in any investigation as it deems necessary to conduct the investigation in
accordance with its charter and this
policy.
|
At
each meeting of the Audit Committee, the Chief Financial Officer and the
Audit Committee Representative shall prepare a report to the Audit
Committee stating the nature of each complaint submitted during the
quarter immediately preceding the meeting of the Audit Committee, whether
or not the complaint resulted in the commencement of a formal
investigation, and the status of each
investigation.
|
The
Audit Committee, with the input of the Investigating Officer and Company
management, if requested, will determine the validity of a complaint and
any corrective action, as appropriate. It is the responsibility of the
Audit Committee to report to Company management any noncompliance with
legal and regulatory requirements and to assure that management takes
corrective action including, where appropriate, reporting any violation to
the relevant federal, state or regulatory authorities. Directors, officers
and employees that are found to have violated any laws, governmental
regulations or Company policies will face appropriate, case-specific
disciplinary action, which may include demotion or
discharge.
|
Neither
the Company nor any of its employees will retaliate or discriminate
against any employee who: (a) lawfully provides information regarding any
conduct which the employee reasonably believes constitutes a violation of
this Code of Ethics to a federal regulatory or law enforcement agency, to
any member or committee of Congress, or to any person with supervisory
authority over the employee or the authority to investigate misconduct
relating to potential violations by the Company or its employees; (b)
participates in or otherwise assists with a proceeding relating to
potential violations by the Company or its employees; or (c) submits a
complaint pursuant to this Code of Ethics regarding any conduct which the
employee reasonably believes constitutes a violation of this Code of
Ethics, even if after investigation the Company determines that there has
not been a violation. For certain violations of this Code of Ethics, an
employee who believes that his or her rights against retaliation or
discrimination have been violated may have the right to file a complaint
with the Department of Labor within ninety (90) days of the alleged
violation. If the Department of Labor has not issued a final decision
within one hundred eighty (180) days of the filing of the complaint, the
employee will have the right to file suit against the Company in a federal
court with proper jurisdiction.
|
All
complaints submitted by an employee regarding an alleged violation or
concern will remain confidential to the extent practicable. In addition,
all written statements, along with the results of any investigations
relating thereto, shall be retained by the Company for a minimum of six
(6) years. It is illegal and against the Company’s policy to destroy any
corporate audit records that may be subject to or related an investigation
by the Company or any federal, state or regulatory
body.
|
The
Company expects all directors, officers, employees, agents and contractors
to exercise good judgment to ensure the safety and welfare of employees,
agents and contractors and to maintain a cooperative, efficient, positive,
harmonious and productive work environment and business organization.
These standards apply while working on our premises, at offsite locations
where our business is being conducted, at Company-sponsored business and
social events, or at any other place where you are a representative of the
Company. Employees, agents or contractors who engage in misconduct or
whose performance is unsatisfactory may be subject to corrective action,
up to and including termination.
|
All
Company directors, officers, employees, agents and contractors must comply
with all applicable laws, regulations, rules and regulatory orders.
Company employees located outside of the United States must comply with
laws, regulations, rules and regulatory orders of the United States,
including the Foreign Corrupt Practices Act and the U.S. Export Control
Act, in addition to applicable local laws. Each employee, agent and
contractor must acquire appropriate knowledge of the requirements relating
to his or her duties sufficient to enable him or her to recognize
potential dangers and to know when to seek advice on specific Company
policies and procedures. Violations of laws, regulations, rules and orders
may subject the employee, agent or contractor to individual criminal or
civil liability, as well as to discipline by the Company. Such individual
violations may also subject the Company to civil or criminal liability or
the loss of business.
|
Obligations
under the U.S. securities laws apply to everyone. In the normal course of
business, officers, directors, employees, agents, contractors and
consultants of the Company may come into possession of significant,
sensitive information. This information is the property of the Company –
you have been entrusted with it. You may not profit from it by buying or
selling securities yourself, or passing on the information to others to
enable them to profit or for them to profit on your behalf. The Company
has adopted a separate policy concerning insider trading and “tipping.”
The purpose of this policy is both to inform you of your legal
responsibilities and to make clear to you that the misuse of sensitive
information is contrary to Company policy and U.S. securities
laws.
|
Each
of us has a responsibility to the Company, our shareholders and each
other. Although this duty does not prevent us from engaging in personal
transactions and investments, it does demand that we avoid situations
where a conflict of interest might occur or appear to occur. The Company
is subject to scrutiny from many different individuals and organizations.
We should always strive to avoid even the appearance of impropriety. A
conflict of interest exists where the interests or benefits of one person
or entity conflict with the interests or benefits of the Company. If you
think you have been, are, or may become subject to such a conflict, report
the situation to the Audit Committee Representative. The prompt reporting
of such a situation will be considered
favorably.
|
Medical
science is our business, and the highest standards of scientific integrity
are essential to our continued success. The U.S. Food and Drug
Administration’s Good Laboratory Practices, Current Good Manufacturing
Practices, and Current Good Clinical Practices, as further explained in
our related Standard Operating Procedures (SOPs), set forth many of our
obligations. Employees are expected to adhere to the SOPs and applicable
federal regulations, and to comport themselves to meet the highest
standards of scientific integrity. Full cooperation with quality assurance
audits is similarly an essential obligation of every
employee.
|
Senior
Officers (including the Chief Executive Officer, the Chief Financial
Officer and the Controller) hold an important and elevated role in the
corporate governance of the Company. The Senior Officers are vested with
both the responsibility and authority to protect, balance, and preserve
the interests of all of the enterprise stakeholders, including
shareholders, clients, employees, suppliers, and citizens of the
communities in which business is conducted. Senior Officers fulfill this
responsibility by prescribing and enforcing the policies and procedures
employed in the operation of the enterprise’s financial organization, and
by demonstrating the following:
|
1.
|
Honest and Ethical
Conduct. Senior Officers will exhibit and promote the highest
standards of honest and ethical conduct through the establishment and
operation of policies and procedures
that:
|
a.
Encourage and support professional integrity in all aspects of the
financial organization, by eliminating inhibitions and barriers to
responsible behavior, such as coercion, fear of reprisal, or alienation
from the financial organization or the enterprise
itself.
|
b.
Prohibit and eliminate the appearance or occurrence of conflicts between
what is in the best interest of the enterprise and what could result in
material personal gain for a member of the financial organization,
including Senior Officers.
|
c.
Provide a mechanism for members of the finance organization to inform
senior management of deviations in practice from policies and procedures
governing honest and ethical
behavior.
|
d.
Demonstrate their personal support for such policies and procedures
through periodic communication reinforcing these ethical standards
throughout the finance
organization.
|
2.
|
Financial Records and
Periodic Reports. Senior Officers will use best efforts to
establish and manage the transaction and reporting systems and procedures
to ensure that:
|
a.
Business transactions are properly authorized and completely and
accurately recorded on the Company’s books and records in accordance with
Generally Accepted Accounting Principles (GAAP) and established company
financial policy.
|
b.
The retention or proper disposal of Company records shall be in accordance
with established financial policies and applicable legal and regulatory
requirements.
|
|
c.
Periodic financial communications and reports will be delivered in a
manner that facilitates the highest degree of clarity of content and
meaning so that readers and users will quickly and accurately determine
their significance and
consequence.
|
3.
|
Compliance with
Applicable Laws, Rules and Regulations. Senior Officers will
establish and maintain mechanisms
to:
|
a.
Educate members of the finance organization about any federal, state
or local statute, regulation or administrative procedure that affects the
operation of the finance organization and the enterprise
generally.
|
b.
Monitor the compliance of the finance organization with any applicable
federal, state or local statute, regulation or administrative
rule.
|
c.
Identify, report and correct in a swift and certain manner, any detected
deviations from applicable federal, state or local statute or
regulation.
|
BIOANALYTICAL
SYSTEMS, INC.
2701
KENT AVENUE
WEST
LAFAYETTE, IN 47906
|
VOTE BY INTERNET -
www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the instructions above
to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future
years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY
11717.
|
BIOSY1
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
BIOANALYTICAL
SYSTEMS, INC.
|
For
|
Withhold
|
For All
|
To withhold authority to vote for any individual
|
|
||||||
All
|
All
|
Except
|
nominee(s), mark “For All Except” and write the
|
||||||||
THIS
PROXY IS SOLICITED ON BEHALF OF
THE
BOARD OF DIRECTORS.
|
number(s) of the nominee(s) on the line below.
|
||||||||||
Vote on Directors
|
o
|
o
|
o
|
||||||||
1.
|
Proposal
1
- To elect five directors of BASi
to
serve for a one-year term.
Nominated directors:
|
||||||||||
01) William
E. Baitinger
|
|||||||||||
02) David
W. Crabb
|
|||||||||||
03) Leslie
B. Daniels
|
|||||||||||
04) Larry S. Boulet
|
|||||||||||
05) Richard
M. Shepperd
|
|||||||||||
Any
shareholder may withhold authority to vote for any of the above-listed
individuals by marking the
"For
All Except" box above and writing the number of the nominee(s) on the line
provided above.
|
|||||||||||
At
their discretion, the proxies are authorized to transact such other
business as may properly come before the
meeting.
Presently, no other business is scheduled to be presented at the meeting,
and the Company did not receive
notice
of any other matter to come before the meeting.
|
|||||||||||
IF
SHARES
ARE JOINTLY HELD, BOTH SHAREHOLDERS MUST SIGN
|
|||||||||||
Yes
|
No
|
||||||||||
Please
indicate if you plan to attend this meeting in person.
|
o
|
o
|
|||||||||
Please
date this Proxy and sign it exactly as the name appears on
your
stock certificate. If the shares are jointly held, both
shareholders
must
sign. If signing as attorney, executor, administrator, guardian,
or
in
any other representative capacity, please give your full title as
such.
|
|||||||||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
REVOCABLE
ROXY
Bioanalytical
Systems, Inc.
Annual
Meeting of Shareholders to Be Held Thursday, March 19, 2009
The
undersigned shareholder of Bioanalytical Systems, Inc. (“BASi”) hereby
appoints Michael R. Cox and Lina Reeves-Kerner and each of them as proxies
for the undersigned, to vote all shares of BASi which the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the “Meeting”) of
BASi to be held on Thursday, March 19, 2009, at 10:00 a.m., at the
principal executive offices of BASi, 2701 Kent Avenue, West Lafayette,
Indiana, or any adjournment thereof, in connection with all votes taken on
the following proposals, described in the Proxy Statement received by the
undersigned with the Notice of the Meeting.
PRESENTLY
NO OTHER BUSINESS IS SCHEDULED TO BE PRESENTED AT THE MEETING. BASi DID
NOT RECEIVE NOTICE OF ANY OTHER BUSINESS TO BE BROUGHT BEFORE THE ANNUAL
MEETING OF SHAREHOLDERS. HOWEVER, BY SIGNING THIS PROXY YOU ARE GIVING
THE HOLDER OF THIS PROXY DISCRETIONARY AUTHORITY TO ACT IN ACCORDANCE WITH
THE DIRECTION OF THE BOARD OF DIRECTORS ON SUCH
MATTERS.
This
Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no
direction is made, this Proxy will be voted FOR the election of each of
the nominees identified in Proposal 1.
All
Proxies previously given by the undersigned are hereby revoked. Receipt of
the Notice of Meeting of Shareholders of the Company, the Proxy Statement,
and the Company's 2008 Annual Report is hereby acknowledged. This
Revocable Proxy may be revoked by the undersigned at any time before it is
exercised by (i) executing and delivering to the Company a later-dated
Proxy, (ii) attending the Meeting and voting in person, or (iii) giving
written notice of revocation to the secretary of the Company.
PLEASE
DATE, SIGN, AND RETURN AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN.
Proxy
must be signed and dated. See reverse side.
|