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): May 18, 2007
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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
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
May
20, 2007, Bioanalytical Systems, Inc. (the "Company") entered into an Office
Lease (the "Lease") and a First Amendment to Lease (the "Amendment") with 300
W.
Fayette Street, LLC (the "Landlord"), with respect to the property used by
the
Company in Baltimore, Maryland. The Landlord is the Company's current landlord
for these premises.
The
Amendment reduces the square footage rented by the Company initially by
eliminating one floor (of 7 floors plus a basement) from the Company's lease
and
authorizes the landlord to re-let up to 3 additional floors currently used
by
the Company on 30 days' notice, which would further reduce the Company's rent
proportionately. If all three available floors are re-let, the size of the
Company's leasehold would be reduced accordingly to better match the Company's
usage and reduce expenses. The Amendment initially reduces the Company's
liability for rent with respect to these premises by $4,820.67 per month, to
$62,512.66, with further decreases possible to the extent more space is re-let.
The
Lease, with a term commencing January 5, 2008, is a new lease of the basement
and floors 2 and 3 of the same premises, replacing the existing lease and
Amendment. The Lease extends the term of the Company's occupancy of the premises
for an additional 7 years. The Company has 2 options to renew the Lease, each
for an additional 5-year renewal term. Rent will be $44,083.00 per month, or
$11.50 per rentable square foot, and will increase by $0.50 per rentable square
foot each January 1 of the term of the Lease starting January 1, 2009. Rent
payable during renewal terms will be determined at the time of the exercise
of
each option.
See
Item
5.02 below for a description of the material terms of the compensation
arrangements for Richard M. Shepperd in connection with his election to serve
as
President and Chief Executive Officer of the Company. Except as set forth below,
the Company has no material relationship with Mr. Shepperd.
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors;
Appointment
of Principal Officers.
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On
May
18, 2007, Richard M. Shepperd was elected President and Chief Executive Officer
of the Company, on a permanent basis. Under Mr. Shepperd's new Employment
Agreement dated May 18, 2007, he will be entitled to receive a base salary
of $35,000 per month. In addition, Mr. Shepperd will be eligible for a
discretionary bonus to be paid annually. The Company also granted Mr. Shepperd
an option to purchase 275,000 Company common shares at a price of $7.10 (the
closing price of the Company's common shares on May 17, 2007) pursuant to an
Option Agreement dated May 18, 2007. The option is contingent upon
shareholder approval, and will vest in three installments through December
1,
2009. The Company has agreed to provide Mr. Shepperd with certain cash bonus
payments if the shareholders do not approve the option.
Mr.
Shepperd, 67, has served as Interim President and CEO of the Company since
October 2, 2006 pursuant to an Employment Agreement described in the
Current Report on Form 8-K filed January 17, 2007. Prior to his service
with the Company, Mr. Shepperd served for two years with Able Laboratories,
Inc., of Cranbury, New Jersey ("Able") as its Chief Restructuring Officer and
Director of Restructuring. Able was formerly a generic pharmaceutical
manufacturing company which filed a voluntary petition for bankruptcy on July
18, 2005 following the loss of FDA approval for its product line. Mr. Shepperd's
duties for Able included exercising executive authority over all operational
and
restructuring activities of Able, which included advising its Board, creditors
committee and courts regarding strategies to maintain and realize the most
value
from the company's assets. Able was not affiliated with the Company. For the
three years prior to serving with Able, Mr. Shepperd served as an independent
management consultant for various businesses. In that capacity, he advised
these
businesses on developing strategies to improve their financial health and
maximize the assets of those organizations.
On
May
18, 2007, the Board of Directors appointed Richard M. Shepperd and Larry S.
Boulet to fill vacancies present on the Board of Directors of the Company.
Mr.
Boulet is a retired Senior Audit Partner of PriceWaterhouseCoopers and is the
president of Boulet Consulting, LLC. Mr. Boulet is expected to be appointed
to
the Audit Committee of the Board of Directors of the Company.
On
May
21, 2007, the Company issued the attached press release announcing, among other
things, these changes in management.
Item
9.01. Financial
Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
Applicable
(d) Exhibits
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99.1
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Press
release dated May 21, 2007
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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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| Date: May
23,
2007 |
By: |
/s/ Michael
R. Cox |
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Michael
R. Cox |
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Vice
President, Finance and Chief Financial
Officer |
Exhibit
Index
| 99.1 |
Press
release dated May 21, 2007
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