Bioanalytical Systems, Inc. - Form S-8 - Incentive Stock Option Plan

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933


BIOANALYTICAL SYSTEMS, INC.
(Exact Name Of Registrant As Specified In Its Charter)

Indiana   35-1345024
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

2701 Kent Avenue
West Lafayette, Indiana 47906
(Address of Principal Executive Offices)

Bioanalytical Systems, Inc. 1997 Employee
Incentive Stock Option Plan
(full title of the plan)

Douglas P. Wieten
Vice President-Finance, Chief Financial
Officer and Treasurer
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana 47906
(Name and address of agent for service)

(765) 463-4527
(Telephone number, including
area code, of agent for service)

Copies to:

Stephen J. Hackman
Ice Miller
One American Square, Box 82001
Indianapolis, Indiana 46282

CALCULATION OF REGISTRATION FEE


Title of Securities
to be Registered
Amount to be
Registered1
Proposed Maximum
Offering Price
Per Unit2
Proposed Maximum
Aggregate Offering
Price2
Amount of
Registration Fee

Common Stock 300,000 shares $2.99 $897,000 $72.57

1
These are additional securities of the same class, to be offered pursuant to the same employee benefit plan as those registered pursuant to Registration No. 333-56123. Pursuant to General Instruction E of Form S-8, this registration statement covers only the additional shares being registered.

2
The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the average of the high and low prices reported for the Common Stock on March 7, 2003.

INFORMATION INCORPORATED BY REFERENCE

         The contents of the registrant’s Registration Statement on Form S-8, File No. 333-56123, heretofore filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, are incorporated herein by reference.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of West Lafayette, State of Indiana, on March 10, 2003.

  BIOANALYTICAL SYSTEMS, INC.



By:   /s/  Peter T. Kissinger
Peter T. Kissinger, President and
Chief Executive Officer


POWER OF ATTORNEY

         Know all men by these presents, that each person whose signature appears below constitutes and appoints Peter T. Kissinger, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto this attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that this attorney-in-fact and agent, or his substitute, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 10, 2003.


/s/ Peter T. Kissinger
Peter T. Kissinger
  Chairman, President, Chief Executive Officer,
and Director (Principal Executive Officer)


/s/ Douglas P. Wieten
Douglas P. Wieten
  Vice President-Finance, Chief Financial Officer
and Treasurer (Principal Financial Officer and
Principal Accounting Officer)


/s/ Ronald E. Shoup
Ronald E. Shoup
  Director


/s/ Candice B. Kissinger
Candice B. Kissinger
  Director


/s/ William E. Baitinger
William E. Baitinger
  Director


/s/ John A. Kraeutler
John A. Kraeutler
  Director


/s/ W. Leigh Thompson
W. Leigh Thompson
  Director


BIOANALYTICAL SYSTEMS, INC.

FORM S-8

INDEX TO EXHIBITS



Exhibit Number
Assigned in
Regulation S-K
Item 601
 
Description of Exhibit

(4)
 
Not applicable

(5)
 
Not applicable

(15)
 
Not applicable

(23)
23.01
Consent of Ernst & Young

(99)
 
Not applicable