Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
Form 12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER:
000-23357
_______________
CUSIP
NUMBER:
717131-10-6
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(Check
One):
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o Form
10-K
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o Form
20-F
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o Form
11-K
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x Form
10-Q
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o Form
10-D
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o Form
N-SAR
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o Form
N-CSR
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For
Period Ended: March 31, 2009
o Transition
Report on Form 10-K
o Transition
Report on Form 20-F
o Transition
Report on Form 11-K
o Transition
Report on Form 10-Q
o Transition
Report on Form N-SAR
For the
Transition Period Ended: ________________________
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
BIOANALYTICAL SYSTEMS,
INC.
Full Name
of Registrant
Not
Applicable
Former
Name if Applicable
2701 Kent
Avenue
Address
of Principal Executive Office (Street and Number)
West Lafayette,
IN 47906
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate) x
(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c) |
The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Bioanalytical
Systems, Inc. (the "Company") is unable to file its Form 10-Q for the three and
six months ended March 31, 2009 (the “Report”), within the prescribed time
period without unreasonable effort and expense. Specifically, as of
the deadline for filing the Report, the Company had not received a written
agreement from Regions Bank (“Regions”), amending through December 31, 2009, the
computations and requirements for the Company’s fixed charge coverage ratio
covenant under the Loan Agreement, dated December 14, 2007, between Regions and
the Company, as amended. Regions had previously waived the
application of this covenant through March 31, 2009. Additional time
was required to allow Regions to formalize the modification of this covenant,
which it subsequently formalized and delivered to the Company on Monday, May 18,
2009. The Company anticipates completing the filing on or before the
fifth calendar day following the prescribed due date (as extended by Commission
rules).
This
Notification contains certain statements that are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Readers of this Notification are cautioned that reliance on
any forward-looking statement involves risks and uncertainties. Although
Bioanalytical Systems, Inc. believes that the assumptions on which the
forward-looking statements contained herein are based are reasonable, any of
those assumptions could prove to be inaccurate given the inherent uncertainties
as to the occurrence or nonoccurrence of future events. There can be no
assurance that the forward-looking statements contained in this Notification
will prove to be accurate. Risks and uncertainties that may affect
the Company's future results include, but are not limited to, risks and
uncertainties related to negotiations with one of the Company's lenders, the
development, marketing and sales of products and services, changes in
technology, industry standards and regulatory standards, and various risks
discussed under the heading “Risk Factors” in the Company's annual report on
Form 10-K and in the quarterly report for the three months ending December 31,
2008 on Form 10-Q. The inclusion of a forward-looking statement
herein should not be regarded as a representation by the Company that the
Company's objectives will be achieved. The Company does not undertake
any obligation to update any forward looking statement.
PART
IV - OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
Michael R.
Cox
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(765)
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463-4527
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Name
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
x Yes o No
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
x Yes o No
If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made:
Refer to
Exhibit 99.1 on Form 8-K filed on May 15, 2009
BIOANALYTICAL SYSTEMS,
INC.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
May 18,
2009
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By:
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/s/ Michael
R. Cox
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Michael
R. Cox
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Vice
President, Finance and Administration,
Chief
Financial Officer and Treasurer
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).