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): June 20, 2002
BIOANALYTICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-23357 35-1345024
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2701 KENT AVE
WEST LAFAYETTE, INDIANA 47906-1382
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 463-4527
Item 5. Other Events.
On June 20, 2002, Bioanalytical Systems, Inc., an Indiana corporation
("BAS"), PI Acquisition Corp., a Maryland corporation and a wholly owned
subsidiary of BAS ("Acquisition"), and PharmaKinetics Laboratories, Inc., a
Maryland corporation ("PKLB") entered into an Agreement and Plan of Merger (the
"Merger Agreement") which provides for, subject to the terms and conditions set
forth therein, the merger of PKLB and Acquisition (the "Merger").
As of the effective time of the Merger, shares of PKLB common stock
outstanding will be converted into shares of BAS common stock at a rate of one
BAS shares for each 12 PKLB shares; shares of PKLB Series A convertible
preferred stock will be converted into 6% subordinated convertible promissory
notes issued by BAS in an aggregate principal amount of $5,000,000; and shares
of PKLB Series B convertible preferred stock will be converted into shares of
BAS common stock at the same ratios as shares of PKLB common stock. The
promissory notes issued in the merger mature on January 1, 2008, will not bear
interest for the first year following the effective time of the merger, and will
be convertible at the option of the holder into BAS common stock at a conversion
price of $16.00 per share. The transaction is subject to approval by the BAS
board and customary closing conditions, including registration of the BAS
securities to be issued in the merger and the approval of PKLB's shareholders.
The merger is currently expected to close prior to the end of BAS' current
fiscal year. Holders of more than 85% of PKLB's Class A convertible preferred
stock have agreed to vote those shares in favor of the merger.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1. The
foregoing description is qualified in its entirety by reference to the full text
of the Merger Agreement set forth in Exhibit 2.1. A copy of the Exhibits and
Schedules to the Merger Agreement will be provided to the Commission upon
request. A joint press release announcing the Merger was issued on June 20,
2002. A copy of the text of the press release is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as a part of this report:
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 20, 2002, among
Bioanalytical Systems, Inc., PI Acquisition Corp., and
PharmaKinetics Laboratories, Inc. (schedules and exhibits
omitted).
99.1 Press Release dated June 20, 2002.
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.
BIOANALYTICAL SYSTEMS, INC.
(Registrant)
Date: July 3, 2002 By: /s/ Peter T. Kissinger
-----------------------------------------
Peter T. Kissinger
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Merger date June 20, 2002
99.1 Press Release dated June 20, 2002