Unassociated Document
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): April 15, 2010
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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
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act(17CFR240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act(17CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act(17CFR240.13e-4(c))
Item
5.02 Compensatory Arrangements of Certain Officers.
On April
15, 2010, Bioanalytical Systems, Inc. (the "Company") and Michael R. Cox, the
Company's Vice President, Finance and Administration, entered into an Amendment
to Employment Agreement ("Amendment"). Under the terms of the
Amendment, the parties agreed to revise the definition of a "Change of Control"
to exclude the filing of a Form 13-D with the Securities and Exchange Commission
as a triggering event. The Amendment further stipulates that Mr. Cox
and the Company agree that no event constituting a Change of Control from the
filing of Form 13-D prior to the date of the Amendment has occurred or will be
asserted. Additionally, the term of Mr. Cox's employment was
extended until December 30, 2011.
The
Company also granted Mr. Cox an option to purchase 20,000 Company common shares
with an exercise price of $1.27 per share (the closing price of the Company's
common shares on April 14, 2010) in accordance with the Bioanalytical Systems,
Inc. 2008 Stock Option Plan and pursuant to an Option Agreement dated April 15,
2010. The option will vest in three equal annual installments on
April 15, 2011, 2012 and 2013.
Concurrently,
the Company also amended employment agreements with four additional employees to
reflect the same Change of Control provisions detailed above. As a
result, the Company has no employment agreements with active employees that
define the filing of a Form 13-D as an event triggering a change of
control.
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:
April 19, 2010
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By:
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/s/ Michael
R. Cox |
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Michael
R. Cox
Vice
President, Finance and Administration
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