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 7, 2008
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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
| 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 14, 2008, Bioanalytical Systems Inc. (“the Company”) announced that
Anthony S. Chilton, Ph.D., 52, is joining the Company as Chief Operating
Officer, Scientific Services, effective December 1, 2008. Dr. Chilton will
have
responsibility for the scientific services provided to the Company’s customers
from three U.S. and one U.K. locations.
Dr.
Chilton has over 30 years of experience as a scientist and executive in leading
life sciences companies in England, Canada and the United States. For the past
two years, Dr. Chilton was in charge of early development programs at
Atherogenics, Inc. of Alpharetta, Ga. For the two years prior to that, Dr.
Chilton provided consulting and advisory services to various pharmaceutical
companies. Prior to that, he was Vice President of the Biopharmaceutical
Development Division of Cardinal Health Inc., which he joined through a
predecessor company in 1998 that was acquired by Cardinal in 2002. Previously,
Dr. Chilton spent three years with life sciences companies in Canada, prior
to
which he held positions in his native United Kingdom. Dr. Chilton received
his
bachelor’s degree in Chemistry from the University of East Anglia in 1981, and
his Ph.D. in Analytical Chemistry from the University of Hertfordshire in
1993.
The
Employment Agreement between the Company and Dr. Chilton (the “Employment
Agreement”) becomes effective on December 1, 2008. The Employment Agreement
expires on December 30, 2010, with one-year renewal terms thereafter. Under
the
terms of the Employment Agreement, Dr. Chilton will receive an initial annual
salary of $195,000. Additionally, Dr. Chilton will receive a sign-on bonus
in
two installments of $5,000 each, payable on or before March 15, 2009 and July
15, 2009. In addition to reimbursement of business expenses in accordance with
the Company’s standard reimbursement policies, Dr. Chilton will be entitled to
reimbursement for reasonable living expenses in the Lafayette, Indiana area
during the first year of his employment and reasonable travel expenses for
travel to and from his residence in the Alpharetta, Georgia area up to 24 times
per year (not including for Thanksgiving and Christmas holidays). Dr. Chilton
is
also eligible for a relocation package in his first year. He will also be
eligible to participate in Company bonus plans and in other employee benefit
plans which are generally made available to Company employees. The Employment
Agreement includes confidentiality and nondisclosure provisions relating to
confidential and proprietary information of the Company. Dr. Chilton also agrees
not to solicit customers or employees of the Company during, and for a period
of
two years following termination of, his employment.
Dr.
Chilton may resign at any time upon 90 days’ written
notice,
and the Company may terminate Dr. Chilton's employment without cause, as
defined
in the Employment Agreement, at any time upon 90 days’ written notice. If Dr.
Chilton 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 Dr. Chilton
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), Dr. Chilton (a) is terminated by the Company due to (i) the
elimination or diminution of Dr. Chilton’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 Dr. Chilton’s services
to be performed at a location other than the location where Dr. Chilton 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 Dr.
Chilton is entitled to receive payments equal to two years’ annual salary.
In
connection with the Employment Agreement, the Company has agreed to grant Dr.
Chilton incentive options to purchase 30,000 common shares of the Company under
the Company's 2008 Employee Incentive Stock Option Plan at the per-share market
price at the close of business on the last trading day prior to the date
Dr. Chilton commences employment with the Company. The option grants are
contingent upon Dr. Chilton commencing employment with the Company.
The
descriptions of the Employment Agreement described herein are qualified in
the
entirety by reference to the Employment Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Edward
M.
Chait, Ph.D., has resigned from his position as Chief Business Officer of
the
Company, effective November 7, 2008.
| Item 9.01. |
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Financial
Statements and Exhibits.
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10.1 Employment
Agreement between Anthony Chilton, Ph.D., and Bioanalytical Systems,
Inc., effective December 1, 2008.
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99.1 Bioanalytical Systems, Inc. press release,
issued November 14, 2008 |
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 14, 2008
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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
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Exhibit
No.
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Description
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10.1
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Employment
Agreement between Anthony Chilton, Ph.D., and Bioanalytical Systems,
Inc., effective December 1, 2008.
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99.1
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Bioanalytical
Systems, Inc. press release, issued November 14, 2008.
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