UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 17, 2009
BIOANALYTICAL
SYSTEMS, INC.
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(Exact
name of registrant as specified in its
charter)
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Indiana
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0-23357
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35-1345024
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2701
KENT AVENUE
WEST
LAFAYETTE, INDIANA
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47906-1382
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (765) 463-4527
The
information provided in Item 2.03 and Item 9.01 of this Form 8-K is being
furnished and shall not be deemed "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in Item 2.03 and Item 9.01 of this
Form 8-K shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as
amended.
Item
2.03. Creation of a Direct
Financial Obligation or an Obligation Under and Off-Balance Sheet Arrangement of
a Registrant.
On July
17, 2009, Bioanalytical Systems, Inc. (“BASi”) and National City Bank of Indiana
(“National City”) executed a Fourth Amendment to Amended and Restated Credit
Agreement (the “Credit Agreement”), a Replacement Promissory Note, and a
Reaffirmation of Replacement Subsidiary Guaranty (collectively, the “Credit
Facility”). Previously, BASi had been operating in breach of the
fixed charge coverage ratio and tangible net worth covenants during
the current fiscal year. This amended Credit Facility waives
those breaches and establishes new calculations and requirements for those
covenants.
The Credit Facility may be drawn up to
a maximum aggregate principal amount of the lesser of $3,000,000 or the
“Borrowing Base” of Bioanalytical Systems, Inc. (as defined in the Credit
Agreement). The Credit Facility bears interest at an annual rate equal to LIBOR
plus five percent (5%). In the event that LIBOR shall become
unavailable, the outstanding principal balance of Advances under the Line of
Credit shall bear interest at an annual rate equal to the Prime Rate plus two
Percent (2%). Interest is
paid monthly. The Credit Facility also carries a fee for the portion
of the Credit Facility which is unused, minus the amount of all letters of
credit. This fee is payable quarterly. The Credit Facility
expires on December 31, 2009.
Under
the amended Credit Facility, National City has agreed to waive our violations of
the fixed charge coverage ratio covenant and the tangible net worth covenant
through the end of our third fiscal quarter of the current
year. National City also agreed to amend the computations and
requirements for the fixed charge coverage ratios and the tangible net worth
ratio through December 31, 2009.
The
obligations under the Credit Facility are guaranteed by each U.S. subsidiary of
BASi. BASi also granted the bank a security interest in substantially all of its
operational assets and other real assets and pledged to the bank all outstanding
capital stock of each of its U.S. subsidiaries and 65% of the outstanding
capital stock of each of its non-U.S. subsidiaries. BASi must
provide to National City a complete inventory of the pledged operational assets
along with an appraisal of such assets by August 15, 2009.
The
foregoing discussion of the Credit Facility is entirely qualified by reference
to the Credit Agreement, which is attached as Exhibit 10.1, and incorporated
herein by this reference.
Item 9.01. Financial Statements and
Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits:
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10.1
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Fourth
Amendment to Amended and Restated Credit Agreement between Bioanalytical
Systems, Inc.
and National City Bank,
executed
July 17, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Bioanalytical
Systems, Inc.
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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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Exhibit
Index
Exhibit
No.
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Description
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10.1
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Fourth
Amendment to Amended and Restated Credit Agreement between Bioanalytical
Systems, Inc. and National City Bank, executed July 17,
2009.
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