x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended September 30, 2009.
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OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the transition period from ___________ to
_____________.
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INDIANA
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35-1345024
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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2701
KENT AVENUE
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47906
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WEST LAFAYETTE, INDIANA
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(Zip
code)
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(Address
of principal executive offices)
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Page
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Explanatory
Note
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1
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PART
III
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Item
10.
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Directors
and Executive Officers of the Registrant
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2
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Item
11.
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Executive
Compensation
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4
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management
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11
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Item
13.
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Certain
Relationships and Related Transactions
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12
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Item
14.
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Principal
Accounting Fees and Services
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12
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PART
IV
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Item
15.
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Exhibits
and Financial Statement Schedules
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13
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SIGNATURES
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14
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Name
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Age
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Position
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William
E. Baitinger
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76
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Chairman
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Larry
S. Boulet
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63
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Director
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David
W. Crabb
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56
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Director
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Leslie
B. Daniels
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62
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Director
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John
B. Landis, Ph.D.
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56
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Director
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David
L. Omachinski
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57
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Director
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Richard
M. Shepperd
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69
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Director,
President and Chief Executive Officer
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A.
Charlene Sullivan, Ph.D.
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60
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Director
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·
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Mr. Shepperd's
base salary through December 31, 2009, to be paid
monthly;
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·
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All
vacation accrued as of the date of
termination;
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·
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All
bonus amounts earned but not paid as of the date of termination;
and
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·
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All
salary earned but not paid through the date of
termination.
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·
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Mr. Cox's base salary, payable
monthly for 12 months following
termination;
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·
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all vacation accrued as of the
date of termination;
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·
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all bonus amounts earned but not
paid as of the date of termination;
and
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·
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all salary earned but not paid
through the date of
termination.
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·
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Mr. Brewer's base salary, payable
monthly for 12 months following
termination;
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·
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all vacation accrued as of the
date of termination;
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·
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all bonus amounts earned but not
paid as of the date of termination;
and
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·
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all salary earned but not paid
through the date of
termination.
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·
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Dr. Chilton’s base salary,
payable monthly for 12 months following
termination;
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·
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all vacation accrued as of the
date of termination;
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·
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all bonus amounts earned but not
paid as of the date of termination;
and
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·
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all salary earned but not paid
through the date of
termination.
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Name and principal
position
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Year
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Salary ($)
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Bonus ($)
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Option
Awards (1)
($)
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Company
Contributions
to 401(k) ($)
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All Other
Compensation
($)
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Total ($)
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Richard
M. Shepperd,
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President
& Chief
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Executive
Officer;
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2008
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420,000 | — | — | 5,125 | — | 425,515 | |||||||||||||||||||
Director
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2009
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285,000 | (2) | — | — | 3,010 | 9,000 | (3) | 297,010 | |||||||||||||||||
Michael
R. Cox, Vice
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President,
Finance and
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2008
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165,000 | 25,000 | 135,600 | (5) | 2,050 | — | 327,650 | ||||||||||||||||||
Chief
Financial Officer (4)
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2009
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165,000 | — | — | 1,900 | — | 166,900 | |||||||||||||||||||
Anthony
S. Chilton,
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||||||||||||||||||||||||||
Ph.D.,
Chief Operating
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2008
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— | — | — | — | — | — | |||||||||||||||||||
Officer,
Scientific Services (6)
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2009
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195,000 | 10,000 | (7) | 79,200 | (8) | — | — | 284,200 |
Number of Securities Underlying
Unexercised Options
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Name
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(#)
Exercisable
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(#)
Unexercisable
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Option Exercise
Price ($)
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Option Expiration Date
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Richard
M. Shepperd
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175,000 | 100,000 | (1) | 7.10 |
May
17, 2017
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Michael
R. Cox
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50,000
10,000
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—
20,000
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(2) |
4.58
8.60
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March
31, 2014
November
5, 2017
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Anthony
S. Chilton, Ph.D.
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— | 30,000 | (3) | 3.53 |
November
30,
2018
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(1)
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Options on 100,000 shares vested
on December 1, 2009.
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(2)
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Options
on 10,000 shares vested on November 5, 2009 and 10,000 shares vest on
November 5, 2010.
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(3)
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Options on 10,000 shares vested
on December 1, 2009, 10,000 shares vest on December 1, 2010 and 10,000
shares vest on December 1,
2011.
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Type of Compensation
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Amount ($)
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Annual
retainer for Board membership
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3,300
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Annual
retainer for director serving as Chair of the Audit
Committee
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2,000
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Annual
retainer for director serving as Chair of the Compensation
Committee
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1,000
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Annual
retainer for director serving as Chair of the Nominating
Committee
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500
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Meeting
fee for Board meeting, in person
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1,000
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Meeting
fee for Board meeting, by phone
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500
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Committee
meetings, non-Board meeting days, in person
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500
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Committee
meetings, non-Board meeting days, by phone
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250
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Daily
fee for consultation with management
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1,000
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DIRECTOR COMPENSATION FOR FISCAL 2009
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Name
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Fees paid in
cash ($)
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Option
Awards (1)
($)
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All Other
Compensation
($)
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Total
($)
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William
E. Baitinger (2)
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4,150 | — | — | 4,150 | ||||||||||||
Larry
S. Boulet
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5,650 | — | 5,459 | (3) | 11,109 | |||||||||||
Dr.
David W. Crabb
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4,150 | — | — | 4,150 | ||||||||||||
Leslie
B. Daniels
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3,650 | — | — | 3,650 |
(1)
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No
stock option awards were granted to non-employee directors in fiscal
2009.
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(2)
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Mr.
Baitinger retired as Chairman of the Board of Directors and as a director
on January 13, 2010.
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(3)
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Reimbursement
to Mr. Boulet for attendance at National Association of Corporate
Directors conference, travel expenses associated with the conference and
consultation fees for time incurred in special meetings and research
associated with the 13-D
filings.
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NAME
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Shares
Owned
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Shares
Owned
Jointly
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Shares /
Options
Owned
Beneficially
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Total
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%
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Peter
T. Kissinger (1)
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427,747
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595,910
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252,310
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1,275,967
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26.0
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Candice
B. Kissinger (1)
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250,956
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595,910
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429,101
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1,275,967
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26.0
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Thomas
A. Harenburg (2)
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276,767
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—
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—
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276,767
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5.6
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Larry
S. Boulet (3)
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3,500
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—
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—
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3,500
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*
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Leslie
B. Daniels (3)
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38,042
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—
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—
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38,042
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*
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Michael
R. Cox (3)
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71,000
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(4)
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—
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—
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71,000
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*
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Richard
M. Shepperd (3)
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290,750
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(5)
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—
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—
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290,750
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5.9
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Anthony
S. Chilton (3)
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10,000
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(6)
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—
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—
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10,000
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*
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9
Executive Officers and Directors as a group
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413,292
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—
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—
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413,292
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8.4
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Plan Category
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Number of Securities to be
Issued upon Exercise of
Outstanding Options
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Weighted Average
Exercise Price of
Outstanding Options
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Number of Securities Remaining
Available for Future Issuance
under the Equity Compensation
Plan
(Excluding Securities Reflected in
First Column)
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Equity
compensation plans approved by security holders
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595,000 | $ | 6.03 | 336,000 | ||||||||
Equity
compensation plans not approved by security holders (1)
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25,000 | $ | 4.58 | — | ||||||||
Total
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620,000 | $ | 5.97 | 336,000 |
2009
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2008
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Audit
Fees -
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Aggregate
fees for annual audit, quarterly reviews
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$ | 200,000 | $ | 240,000 | ||||
Tax
Fees -
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Income
tax services related to compliance with tax laws
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$ | 120,000 | $ | 120,000 |
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1.
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Exhibits: The
following exhibits are filed as part of,or incorporated by reference into,
this report:
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Number
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Description of Exhibits
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(31)
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31.1
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Certification
of Chief Executive Officer (filed herewith).
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31.2
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Certification
of Chief Financial Officer (filed herewith).
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(32)
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32.1
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Written
Statement of Chief Executive Officer and Chief Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350) (filed herewith)..
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BIOANALYTICAL
SYSTEMS, INC.
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(Registrant)
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Date:
February 10, 2010
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By: /s/ Richard M.
Shepperd
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Richard
M. Shepperd
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Chief
Executive Officer
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Date: February
10, 2010
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By: /s/ Michael R.
Cox
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Michael
R. Cox
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Vice
President, Finance and Administration,
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Chief
Financial Officer and
Treasurer
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