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): November 6, 2007
BIOANALYTICAL
SYSTEMS, INC.
(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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
November 6, 2007, Bioanalytical Systems, Inc. (the "Company") entered into
a new
Employment Agreement with Michael R. Cox, the Vice President, Finance and
Administration, and Chief Financial Officer of the Company. This Employment
Agreement expires on December 30, 2010, with one-year renewal terms thereafter.
Under the terms of the Employment Agreement, Mr. Cox will receive an initial
annual salary of $165,000. Mr. Cox will also be eligible to participate in
Company bonus plans and in other employee benefit plans which are generally
made
available to Company employees. Mr. Cox’s duties have been revised in the
Employment Agreement to reflect the leadership team realignment previously
reported by the Company on October 9, 2007. The agreement includes
confidentiality and nondisclosure provisions relating to confidential and
proprietary information of the Company. Mr. Cox also agrees not to solicit
customers or employees of the Company to leave the Company during, and for
a
period of two years following termination of, his employment.
Mr.
Cox
may resign at any time upon 90 days written notice, and the Company may
terminate Mr. Cox's employment without cause, as defined in the Employment
Agreement, at any time upon 90 days written notice. If Mr. Cox resigns for
"good
reason" as defined in the Employment Agreement or if his employment is
terminated by the Company without cause, in addition to the payment of any
accrued vacation pay, he will be entitled to continue to receive his
then-current base salary for the 90-day notice period and for an additional
12
months following termination of employment, provided that the salary
continuation following termination of employment will cease if Mr. Cox becomes
employed by a company that conducts laboratory experiments and research on
behalf of other businesses. The Company may terminate the Employment Agreement
at any time for cause as defined therein.
If,
following any change in control of the Company (as defined in the Employment
Agreement), Mr. Cox (a) is terminated by the Company due to (i) the elimination
or diminution of Mr. Cox’s position, authority, duties and responsibilities
relative to the most significant of those held, exercised and assigned at any
time during the six month period immediately preceding the change in control,
or
(ii) a change in location requiring Mr. Cox’s services to be performed at a
location other than the location where Mr. Cox was employed immediately
preceding the change in control, other than any office which is the headquarters
of the Company and is less than 35 miles from such location, or (b) resigns
within one year of the change in control, then Mr. Cox is entitled to receive
payments equal to two years’ annual salary.
In
connection with the new Employment Agreement, the Company entered into an
Employee Incentive Stock Option Agreement with Mr. Cox, granting Mr. Cox the
right to purchase 30,000 common shares of the Company under the Company's
Employee Stock Option Plan at a purchase price of $8.60 per share, which is
the
closing price of the Company's shares on November 6, 2007. The option becomes
exercisable in three equal annual installments on the first three anniversaries
of the grant date. The
Company also granted Mr. Cox options to purchase an additional 45,000 common
shares at a purchase price of $8.60 per share, pursuant to a nonqualified option
letter agreement. These nonqualified options become exercisable in three equal
annual installments on November 30, 2008, 2009 and 2010 and any unvested options
will automatically become exercisable upon a change in control as defined in
the
Employment Agreement. This additional grant of options is subject to prior
approval by the Company’s shareholders, and shall be void if such approval is
not received.
On
November 6, 2007, Bioanalytical Systems, Inc. (the "Company") entered into
a new
Employment Agreement with Edward M. Chait, the Chief Business Officer of the
Company. This Employment Agreement expires on December 30, 2010, with one-year
renewal terms thereafter. Under the terms of the Employment Agreement, Mr.
Chait
will receive an initial annual salary of $165,000. Mr. Chait will also be
eligible to participate in Company bonus plans and in other employee benefit
plans which are generally made available to Company employees. Mr. Chait’s
duties have been revised in the Employment Agreement to reflect the leadership
team realignment previously reported by the Company on October 9, 2007. The
agreement includes confidentiality and nondisclosure provisions relating to
confidential and proprietary information of the Company. Mr. Chait also agrees
not to solicit customers or employees of the Company to leave the Company
during, and for a period of two years following termination of, his
employment.
Mr.
Chait
may resign at any time upon 90 days written notice, and the Company may
terminate Mr. Chait's employment without cause, as defined in the Employment
Agreement, at any time upon 90 days written notice. If Mr. Chait resigns for
"good reason" as defined in the Employment Agreement or if his employment is
terminated by the Company without cause, in addition to the payment of any
accrued vacation pay, he will be entitled to continue to receive his
then-current base salary for the 90-day notice period and for an additional
12
months following termination of employment, provided that the salary
continuation following termination of employment will cease if Mr. Chait becomes
employed by a company that conducts laboratory experiments and research on
behalf of other businesses. The Company may terminate the Employment Agreement
at any time for cause as defined therein.
If,
following any change in control of the Company (as defined in the Employment
Agreement), Mr. Chait (a) is terminated by the Company due to (i) the
elimination or diminution of Mr. Chait’s position, authority, duties and
responsibilities relative to the most significant of those held, exercised
and
assigned at any time during the six month period immediately preceding the
change in control, or (ii) a change in location requiring Mr. Chait’s services
to be performed at a location other than the location where Mr. Chait was
employed immediately preceding the change in control, other than any office
which is the headquarters of the Company and is less than 35 miles from such
location, or (b) resigns within one year of the change in control, then Mr.
Chait is entitled to receive payments equal to two years’ annual salary.
In
connection with the new Employment Agreement, the Company entered into an
Employee Incentive Stock Option Agreement with Mr. Chait, granting Mr. Chait
the
right to purchase 30,000 common shares of the Company under the Company's
Employee Stock Option Plan at a purchase price of $8.60 per share, which is
the
closing price of the Company's shares on November 6, 2007. The option becomes
exercisable in three equal annual installments on the first three anniversaries
of the grant date. The
Company also granted Mr. Chait options to purchase an additional 45,000 common
shares at a purchase price of $8.60 per share, pursuant to a nonqualified option
letter agreement. These nonqualified options become exercisable in three equal
annual installments on November 30, 2008, 2009 and 2010 and any unvested options
will automatically become exercisable upon a change in control as defined in
the
Employment Agreement. This additional grant of options is subject to prior
approval by the Company’s shareholders, and shall be void if such approval is
not received.
The
foregoing descriptions of the agreements with Mr. Cox and Mr. Chait are
qualified in their entirety by reference to the copies thereof which are filed
as exhibits to this Report.
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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Employment
Agreement between Michael R. Cox and Bioanalytical Systems, Inc.,
dated
November 6, 2007.
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10.2
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Employee
Incentive Stock Option Agreement between Michael R. Cox and Bioanalytical
Systems, Inc., dated November 6,
2007.
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10.3
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Nonqualified
option letter agreement between Michael R. Cox and Bioanalytical
Systems,
Inc., dated November 6, 2007.
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10.4
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Employment
Agreement between Edward M. Chait and Bioanalytical Systems, Inc.,
dated
November 6, 2007.
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10.5
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Employee
Incentive Stock Option Agreement between Edward M. Chait and Bioanalytical
Systems, Inc., dated November 6,
2007.
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10.6
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Nonqualified
option letter agreement between Edward M. Chait and Bioanalytical
Systems,
Inc., dated November 6, 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:
November 13, 2007
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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, and
Chief
Financial Officer
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Exhibit
No.
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Description
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10.1
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Employment
Agreement between Michael R. Cox and Bioanalytical Systems, Inc.,
dated
November 6, 2007.
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10.2
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Employee
Incentive Stock Option Agreement between Michael R. Cox and Bioanalytical
Systems, Inc., dated November 6, 2007.
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10.3
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Nonqualified
option letter agreement between Michael R. Cox and Bioanalytical
Systems,
Inc., dated November 6, 2007.
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10.4
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Employment
Agreement between Edward M. Chait and Bioanalytical Systems, Inc.,
dated
November 6, 2007.
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10.5
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Employee
Incentive Stock Option Agreement between Edward M. Chait and Bioanalytical
Systems, Inc., dated November 6, 2007.
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10.6
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Nonqualified
option letter agreement between Edward M. Chait and Bioanalytical
Systems,
Inc., dated November 6, 2007.
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