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 21, 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.
Bioanalytical Systems, Inc. ("BAS") and PharmaKinetics Laboratories, Inc.
("PKLB") entered into a second amendment, dated as of November 21, 2002, to the
agreement of merger by and among BAS, PKLB and PI Acquisition Corp. dated as of
June 20, 2002, as amended by a first amendment dated as of July 24, 2002.
The second amendment, dated as of November 21, 2002, provides for the
cancellation of certain shares of PKLB held by BAS upon consummation of the
merger, makes additions to and modifies the termination rights granted to the
parties in the merger agreement, and modifies the merger consideration payable
to the holders of PKLB Class A Convertible Preferred Stock. First, the amendment
provides that all shares of common stock of PKLB held by BAS will be canceled
automatically as of the effective time of the merger. BAS does not currently
hold any PKLB common stock, however, BAS has been granted the right to convert
outstanding debt owed to it by PKLB into PKLB common shares upon the occurrence
of certain conditions. The amendment further provides that BAS will have the
right to terminate the merger agreement in the event that any holders of PKLB
Class A Convertible Preferred Stock exercise their conversion rights prior to
the effective time of the merger and in the event that PKLB is unable to obtain
a waiver from the holders of PKLB Class B Convertible Preferred Stock of such
holders' anti-dilution rights triggered by the grant of the conversion right to
BAS. The amendment also extends the date upon which the parties will have the
right to terminate the merger agreement if the merger has not been consummated
from December 31, 2002 to March 31, 2003. Finally, the amendment modifies the
merger consideration payable to the holders of PKLB Class A Convertible
Preferred Stock by reducing the principal amount of the 6% Subordinated
Convertible Note such holders will receive in the merger from $6.00 per Class A
Convertible Preferred share (approximately $5 million in the aggregate) to $4.80
per share (approximately $4 million in the aggregate) and modifies the form of
the 6% Subordinated Convertible Note to insert certain subordination provisions
required by BAS's lender. All other terms of the merger agreement remain in
effect.
On November 14, 2002, PKLB executed a Secured Convertible Revolving Note
(the "Note") in the principal amount of up to $925,000 (presently approximately
$668,500 in the aggregate) to BAS to replace the existing notes payable to BAS
and to allow the Company to borrow additional amounts from BAS. The Note carries
an annual interest rate of 8% and is due May 1, 2003. PKLB Limited Partnership
has guaranteed the repayment of the Note to BAS and has pledged the real
property located at 302 W. Fayette Street, Baltimore, Maryland to BAS as
security for its guaranty. The loans provided for by the Note are secured by a
security interest in favor of BAS in all of the assets of PKLB.
The conversion rate of the PKLB Class B Preferred Stock may be affected by
the issuance of the Note. Upon the waiver by the sole holder of the PKLB Class B
Convertible Preferred Stock of this adjustment to the conversion rate of the
PKLB Class B Preferred Stock, the outstanding principal amount of the Note will
be convertible by BAS at any time into PKLB common stock at a price of $0.1585
per PKLB common share (the "Conversion Price"). The Conversion Price is the
average of the closing prices for PKLB common stock as reported by Nasdaq for
the twenty (20) trading days ending on November 8, 2002. PKLB is in the process
of attempting to obtain such the waiver.
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The conversion rate of the PKLB Class A Preferred Stock will also be
affected by the convertibility of the Note. Thus, BAS and PKLB have amended the
Merger Agreement to allow BAS to terminate the Merger Agreement in the event
that any of the holders of the Class A Convertible Preferred Stock exercise
their conversion rights prior to the consummation of the merger.
If the conditions to conversion are satisfied, BAS intends to convert the
Secured Convertible Revolving Note prior to the record date of the PKLB special
meeting of shareholders being held to approve the merger. BAS expects that the
conversion of the Note will result in BAS owning a number of PKLB common shares
in excess of the number required to approve the proposed merger on behalf of the
class of common shares. BAS intends to vote its shares for the adoption of the
Merger Agreement in order to ensure approval of the merger.
BAS has filed with the Securities and Exchange Commission a preliminary
Registration Statement on Form S-4 relating to the proposed merger. The Form S-4
contains a preliminary prospectus of BAS relating to the shares to be issued in
the merger and a preliminary proxy statement of PKLB relating to the special
meeting of shareholders of PKLB at which the merger will be considered and voted
upon by its shareholders. Investors and security holders are urged to read the
definitive proxy statement/prospectus when it becomes available and any other
relevant documents filed with the Securities and Exchange Commission before
making any investment decisions. Investors and security holders may obtain a
free copy of the definitive proxy statement/final prospectus (when it becomes
available) and other documents filed by BAS and PKLB with the Securities and
Exchange Commission at the Commission's website at www.sec.gov. The definitive
proxy statement/final prospectus and other documents filed by PKLB with the
Securities and Exchange Commission may also be obtained free of charge from PKLB
by requesting a copy in writing from PharmaKinetics Laboratories, Inc., 302 W.
Fayette Street, Baltimore, Maryland 21201, Attention: Chief Financial Officer,
or by telephone at (410) 385-4500.
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
10.1 Second Amendment, dated as of November 21, 2002, to the Agreement
of Merger by and among PharmaKinetics Laboratories, Inc.,
Bioanalytical Systems, Inc. and PI Acquisition Corp. dated as of
June 20, 2002, as amended by a First Amendment dated as of July
24, 2002
10.2 Revised Form of 6% Subordinated Convertible Note
10.3 Secured Convertible Revolving Note
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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: November 22, 2002 By: /s/ Peter T. Kissinger
--------------------------------------
Peter T. Kissinger
President and Chief Executive Officer
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