kissinger13da_3.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Bioanalytical
Systems, Inc.
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
Peter T.
Kissinger, Ph.D.
111
Lorene Place
West
Lafayette, IN 47906-8620
Copy
to:
James A.
Aschleman
Baker
& Daniels LLP
600 E.
96th Street, Suite 600
Indianapolis,
IN 46240
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
4. Source
of Funds (See Instructions): PF (see Item 3)
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
6. Citizenship
or Place of Organization: United States
Number
of 7. Sole Voting
Power 427,547
Shares
Beneficially 8. Shared Voting
Power 848,220
(1)
Owned by
Each
Person
With
10. Shared Dispositive
Power 848,220
(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,275,767
(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)¨
13. Percent
of Class Represented by Amount in Row (11): 26.0%
(1)(2)
14. Type
of Reporting Person (See Instructions)
IN
|
|
(1)
Dr. Kissinger shares voting and dispositive power over these shares with
his spouse. Includes 1,354 shares indirectly held by Ms.
Kissinger as custodian for the benefit of their
children.
|
|
|
(2)
Based on 4,915,318 of the Company's Common Shares which were outstanding
as of August 7, 2009.
|
1. Name
of Reporting Person.
Candice
B. Kissinger
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x
4. Source
of Funds (See Instructions): PF (see Item 3)
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)¨
6. Citizenship
or Place of Organization: United States
Number
of 7. Sole Voting Power 252,310
(1)
Shares
Beneficially 8. Shared Voting
Power 1,023,457 (2)
Owned by
Each
Reporting 9. Sole Dispositive
Power
252,310 (1)
Person
With
10. Shared Dispositive
Power 1,023,457
(2)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,275,767
(1)(2)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)¨
13. Percent
of Class Represented by Amount in Row (11): 26.0%
(1)(2)(3)
14. Type
of Reporting Person (See Instructions)
IN
__________
(1)
Includes 1,354 shares indirectly held by Ms. Kissinger as custodian for the
benefit of their children.
(2) Ms.
Kissinger shares voting and dispositive power over these shares with her
spouse.
(3) Based
on 4,915,318 of the Company's Common Shares which were outstanding as of August
7, 2009.
Explanatory
Note
This
statement constitutes Amendment No. 3 to the Schedule 13D filed by Peter T.
Kissinger, Ph.D. and Candice B. Kissinger (collectively, the "Kissingers") on
April 6, 2009, as amended by Amendment No. 1 filed on June 5, 2009 and Amendment
No. 2 filed on July 29, 2009 (as amended, the "Schedule 13D"). Except
as specifically set forth herein, the Schedule 13D remains
unmodified.
Item 4 is hereby amended to add the
following:
Item
4. Purpose of Transaction
Article
III, Section 3.2.1 of the Amended and Restated Bylaws, as amended (the "Bylaws")
of Bioanalytical Systems, Inc. (the "Company") provides that any shareholder of
the Company may submit nominations of persons for election to the Company's
Board of Directors if the shareholder complies with the advance notice
provisions in the Bylaws. In accordance with Section 3.2.1 of the
Bylaws, on December 18, 2009, the Kissingers delivered a letter (the "Nomination
Letter") to the Company nominating A. Charlene Sullivan as a candidate for
director to be elected at the Company's 2010 annual meeting of
shareholders. Dr. Sullivan would bring to the Company's board of
directors her extensive background in corporate finance, both as a professor at
Purdue University and as a consultant to various financial institutions and
manufacturing companies. Dr. Sullivan also has significant
connections within the West Lafayette community.
A copy of
the Nomination Letter is filed herewith, attached hereto as Exhibit 99.5 and
incorporated herein by reference. Any descriptions herein of the Nomination
Letter are qualified in their entirety by reference to the Nomination
Letter.
Item
7 is hereby amended to add the following exhibit:
Item
7. Material to Be Filed as Exhibits
Exhibit
99.5 – Nomination Letter from Peter T. Kissinger, Ph.D. and Candice B. Kissinger
to Bioanalytical Systems, Inc., dated December 18, 2009
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: December
18, 2009
By: /s/ Peter T.
Kissinger
Peter T. Kissinger, Ph.D.
By: /s/ Candice B.
Kissinger
Candice B. Kissinger
Exhibit
99.5
Nomination
Letter from Peter T. Kissinger, Ph.D. and Candice B. Kissinger to Bioanalytical
Systems, Inc.
PETER
T. KISSINGER, PH.D. AND CANDICE B. KISSINGER
111
Lorene Place
West
Lafayette, Indiana 47906-8620
December
18, 2009
Bioanalytical
Systems, Inc.
2701 Kent
Avenue
West
Lafayette, IN 47906
Attention: Corporate
Secretary
Re: Nomination of Director
Candidate for Election at the 2010 Annual Meeting of
Shareholders
Ladies
and Gentlemen:
In
accordance with Article III, Section 3.2.1 of the Amended and Restated Bylaws,
as amended (the "Bylaws") of Bioanalytical Systems, Inc. (the "Company"), we are
submitting this letter to nominate A. Charlene Sullivan as a candidate for
director to be elected at the Company's 2010 annual meeting of shareholders (the
"Annual Meeting"). Dr. Sullivan would bring to the Company's board of
directors her extensive background in corporate finance, both as a professor at
Purdue University and as a consultant to various financial institutions and
manufacturing companies. Dr. Sullivan also has significant
connections within the West Lafayette community. We feel that she
would be a strong addition to the Company's board of directors.
The
following information is being provided pursuant to Section 3.2.1 of the
Bylaws:
Information Regarding the
Shareholders Submitting this Letter (the "Kissingers"):
|
(1)
|
Name
and Address of Shareholders
|
Name: Peter
T. Kissinger, Ph.D. and Candice B. Kissinger
Record
Address: 111
Lorene Place, West Lafayette, IN 47906-8620
|
(2)
|
Beneficial
ownership of securities of the Company as of the date of this
letter:
|
|
Title
of Class
|
Name of Beneficial
Owner
|
Amount and Nature of Beneficial
Ownership
|
Percent of
Class
|
|
Common
Stock
|
Peter
T. Kissinger
|
1,275,767
(a)
|
26.0
(a)(b)
|
|
Common
Stock
|
Candice
B. Kissinger
|
1,275,767
(c)
|
26.0
(b)(c)
|
|
|
(a) Dr.
Kissinger has sole voting and dispositive power over 427,547 of these
shares and shares voting and dispositive power over 848,220 of these
shares with his spouse, including 1,354 shares indirectly held by Ms.
Kissinger as custodian for the benefit of their
children.
|
|
|
(b) Based
on 4,915,318 shares of the Company's common stock which were outstanding
as of August 7, 2009.
|
|
|
(c) Ms.
Kissinger has sole voting and dispositive power over 252,310 of these
shares, including 1,354 shares indirectly held by Ms. Kissinger as
custodian for the benefit of their children, and shares voting and
dispositive power over 1,023,457 of these shares with her
spouse.
|
|
(3)
|
Arrangements regarding the
Nomination:
|
There are
no arrangements or understandings between us and Dr. Sullivan or any other
person or persons pursuant to which the nomination is to be made by
us.
|
(4)
|
Attendance at the Annual
Meeting:
|
We hereby
represent that we intend to appear in person or by proxy at the Annual Meeting
to nominate Dr. Sullivan.
Information Regarding the
Nominee:
Name:
A. Charlene Sullivan
Age:
60
Business
Address: Krannert Center,
Purdue University, West Lafayette, Indiana 47907
Residence
Address: 2128 Happy Hollow Road,
West Lafayette, Indiana 47906
Principal
Occupation: See biographical information
below
A.
Charlene Sullivan, Ph.D. has served as an Associate Professor of Management at
the School of Management and the Krannert Graduate School of Management at
Purdue University since 1984 and has been a faculty member at Purdue since
1978. Throughout her career at Purdue, Dr. Sullivan has taught
undergraduate and graduate classes on corporate finance, financial institutions
and markets and financial and managerial accounting and has received numerous
awards and honors from the university. Since 2000 Dr. Sullivan also
has served as the Management Faculty Advisor for the Technical Assistance
Program at Purdue, which consults with small businesses in
Indiana. In addition, Dr. Sullivan has served as a financial analyst
for the Indiana Gaming Commission since 1995 and as a risk management consultant
for Edgar Dunn & Company (a strategy and consulting firm) since
1994. Dr. Sullivan has served on the boards of directors of several
private financial institutions and not-for-profit organizations, including the
Federal Reserve Bank of Chicago from 1990 until 1996 and the Purdue Employees
Federal Credit Union from 1997 until April 2009. She currently serves
on the board of directors of the Greater Lafayette Community Foundation and on
the Asset-Liability Committee for the Purdue Employees Federal Credit
Union. Dr. Sullivan earned a B.S. degree in Home Economics from the
University of Kentucky and a M.S. and Ph.D. in Management from Purdue
University.
Dr.
Sullivan is independent under the independence standards applicable to the
Company pursuant to Item 407(a)(1) of Regulation S-K.
|
(2)
|
Beneficial
ownership of securities of the Company as of the date of this
letter:
|
Dr.
Sullivan does not beneficially own any shares of the Company's common stock as
of the date of this letter.
|
(3)
|
Shares purchased/sold in the
last two years:
|
Dr.
Sullivan has not purchased or sold any shares of the Company's common stock in
the last two years.
|
(4)
|
Consent. The
consent of Dr. Sullivan to serve as a director of the Company if so
elected is attached hereto.
|
|
(5)
|
Other
interests in the election and relationships with the
Company:
|
With
respect to Dr. Sullivan, other than as disclosed in this letter, (i) she is not,
nor was within the past year, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Company,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; and (ii) neither she nor any
of her associates have any arrangement or understanding with any person with
respect to (a) any future employment by the Company or its affiliates, or (b)
any future transactions to which the Company or any of its affiliates will or
may be a party.
Information
is set forth herein as of the close of business on December 18, 2009. Neither
the delivery of this letter nor any delivery by us or Dr. Sullivan of additional
information to the Company from and after the date hereof shall be deemed to
constitute an admission by any such person or any of their respective affiliates
(if any) that such delivery is required or that each and every item or any item
of information is required or as to the legality or enforceability of any notice
requirement or any other matter, or a waiver by such person or any of their
respective affiliates (if any) of their right to contest or challenge, in any
way, the validity or enforceability of any notice requirement or any other
matter (including actions taken by the Board of Directors of the Company in
anticipation of or following receipt of this letter). In the event any statement
or other information in this letter is not true, or to the extent any applicable
information has been omitted from this letter, we and Dr. Sullivan reserve the
right to correct and/or supplement any such statement or other information set
forth in this letter.
We have
filed a Schedule 13D under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC")
relating to the Company (the "Filing"). The Filing, all attachments
and amendments thereto and all future amendments thereto, are hereby
incorporated into and made a part of this letter, but only to the extent that
the information disclosed therein constitutes information regarding us that is
required to be set forth in this letter pursuant to the requirements set forth
in the Bylaws. Accordingly, all such matters disclosed in any part of
the Filing, including all attachments thereto, should be deemed disclosed for
all purposes of this letter. The Filing, a copy of which was previously
delivered to the Company pursuant to Rule 13d-7 under the Exchange Act, is
available at no charge at the SEC's website at http://www.sec.gov. If the
Company requests additional copies of the Filing, we will provide them, and an
original signed consent shall be provided upon request by the
Company.
Sincerely,
/s/ Peter
T. Kissinger,
Ph.D. /s/
Candice B. Kissinger
Peter T.
Kissinger,
Ph.D. Candice
B. Kissinger
December
18, 2009
Bioanalytical
Systems, Inc.
2701 Kent
Avenue
West
Lafayette, IN 47906
Attention: Corporate
Secretary
Peter T.
Kissinger, Ph.D. and Candice B. Kissinger
111
Lorene Place
West
Lafayette, Indiana 47906-8620
Ladies
and Gentlemen:
Please be advised that I hereby consent
to being nominated by Peter T. Kissinger, Ph.D. and Candice B. Kissinger for
election to the Board of Directors of Bioanalytical Systems, Inc. (the
"Company") at the 2010 Annual Meeting of Shareholders of the Company and hereby
consent to serve as a director of the Company if I am so
elected.
Sincerely,
/s/ A. Charlene
Sullivan
Print
Name: A. Charlene Sullivan