-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6yV31Aagk8wO2/iMpmyXy8rX9hcDlhLXnzcF8q9oXzCafRkWK+R+Qtf1tGxcfgz trdSFjT8PvXDi/Ze32PAwQ== 0000911916-09-000092.txt : 20090605 0000911916-09-000092.hdr.sgml : 20090605 20090605131418 ACCESSION NUMBER: 0000911916-09-000092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KISSINGER PETER CENTRAL INDEX KEY: 0001053615 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 111 LORENE PLACE CITY: WEST LAFAYETTE STATE: IN ZIP: 47906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOANALYTICAL SYSTEMS INC CENTRAL INDEX KEY: 0000720154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 351345024 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52991 FILM NUMBER: 09876379 BUSINESS ADDRESS: STREET 1: 2701 KENT AVE CITY: WEST LAFAYETT STATE: IN ZIP: 47906-1382 BUSINESS PHONE: 3174634527 MAIL ADDRESS: STREET 1: 2701 KENT AVENUE CITY: WEST LAFAYETTE STATE: IN ZIP: 47906-1382 SC 13D/A 1 kissinger_13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bioanalytical Systems, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Shares - ------------------------------------------------------------------------------- (Title of Class of Securities) 09058M 10 3 - ------------------------------------------------------------------------------- (CUSIP Number) Peter T. Kissinger, Ph.D. 111 Lorene Place West Lafayette, IN 47906-8620 Copy to: James A. Aschleman Baker & Daniels LLP 900 E. 96th Street, Suite 600 Indianapolis, IN 46240 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2009 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. |X| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 09058M 10 3 - ------------------------------------------------------------------------------- 1. Name of Reporting Person. Peter T. Kissinger, Ph.D. - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): PF (see Item 3) - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power 427,747 Shares ----------------------------------------------------- Beneficially Owned by Each 8. Shared Voting Power 848,220 (1) Reporting ----------------------------------------------------- Person With 9. Sole Dispositive Power 427,747 ----------------------------------------------------- 10. Shared Dispositive Power 848,220 (1) - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,275,967 (1) - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 26.0% (1)(2) - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- - ---------- (1) Dr. Kissinger shares voting and dispositive power over these shares with his spouse. Includes 1,354 shares indirectly held by Ms. Kissinger as custodian for the benefit of their children. (2) Based on 4,915,318 of the Company's Common Shares which were outstanding as of May 1, 2009. CUSIP No. 09058M 10 3 - ------------------------------------------------------------------------------- 1. Name of Reporting Person. Candice B. Kissinger - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): PF (see Item 3) - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power 252,310 (1) Shares ----------------------------------------------------- Beneficially Owned by Each 8. Shared Voting Power 1,023,657 (2) Reporting ----------------------------------------------------- Person With 9. Sole Dispositive Power 252,310 (1) ----------------------------------------------------- 10. Shared Dispositive Power 1,023,657 (2) - ----------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,275,967 (1)(2) - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 26.0% (1)(2)(3) - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- - ---------- (1) Includes 1,354 shares indirectly held by Ms. Kissinger as custodian for the benefit of their children. (2) Ms. Kissinger shares voting and dispositive power over these shares with her spouse. (3) Based on 4,915,318 of the Company's Common Shares which were outstanding as of May 1, 2009. Explanatory Note This statement constitutes Amendment No. 1 to the Schedule 13D filed by Peter T. Kissinger, Ph.D. and Candice B. Kissinger (collectively, the "Kissingers") on April 6, 2009. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is hereby amended to add the following: Item 4. Purpose of Transaction On June 5, 2009, the Kissingers provided a follow-up letter dated June 5, 2009 (the "Letter") to the Board of Directors of Bioanalytical Systems, Inc. (the "Issuer"). The Letter set forth the biographical information for the three director candidates proposed by the Kissingers to replace three of the current members of the Issuer's Board of Directors. The Letter also indicated that, after reviewing the Schedule 13D/A filed by Thomas A. Harenburg on May 14, 2009, the Kissingers support Jerome G. Marchant, the director candidate proposed by Mr. Harenburg, replacing another current member of the Issuer's Board of Directors. A copy of the Letter is filed herewith and attached hereto as Exhibit 99.3 and incorporated herein by reference. Any descriptions herein of the Letter are qualified in their entirety by reference to the Letter. Item 7 is hereby amended to add the following exhibit: Item 7. Material to Be Filed as Exhibits Exhibit 99.3 - Letter from Peter T. Kissinger, Ph.D. and Candice B. Kissinger to the Board of Directors of Bioanalytical Systems, Inc., dated June 5, 2009 - ------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 5, 2009 By: /s/ Peter T. Kissinger, Ph.D. --------------------------------------- Peter T. Kissinger, Ph.D. By: /s/ Candice B. Kissinger --------------------------------------- Candice B. Kissinger EX-99 2 kissinger_ex3.txt Exhibit 99.3 Letter from Peter T. Kissinger, Ph.D. and Candice B. Kissinger to the Board of Directors of Bioanalytical Systems, Inc. PETER T. KISSINGER, PH.D. AND CANDICE B. KISSINGER 111 Lorene Place West Lafayette, Indiana 47906-8620 June 5, 2009 Board of Directors of Bioanalytical Systems, Inc. c/o Corporate Secretary, Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, IN 47906 Dear Sirs: As a supplement to our letter dated April 6, 2009, we are again requesting that the Board of Directors of Bioanalytical Systems, Inc. (the "Company") agree to promptly replace three of the current members of the Board with our director nominees - John Landis, Ph.D., Joseph H. Broecker and Candice B. Kissinger. Below is the biographical information for each of these director nominees. John Landis, Ph.D. served as Senior Vice President, Pharmaceutical Sciences of Schering-Plough Corporation, a pharmaceutical company, from September 2003 until his retirement in October 2008. In that role, Dr. Landis led the global pharmaceutical sciences function of pharmacy, analytical chemistry, process chemistry, biotechnology, quality assurance, clinical supplies and devices. Prior to that, Dr. Landis served as Senior Vice President, Preclinical Development at Pharmacia Corporation from 1997 until 2003 and led the global preclinical functions of toxicology, drug metabolism and pharmacokinetics, pharmaceutical sciences, analytical chemistry and laboratory animal care. Dr. Landis also served as Vice President, Central Nervous System (CNS) Psychiatry, Critical Care and Inflammation Development for Pharmacia & Upjohn from 1995 through 1997. Prior to that, Dr. Landis was employed by The Upjohn Company, where he held positions of increasing responsibility in the areas of analytical research, quality assurance and quality control. He is a current member of Purdue University's Chemistry Leadership Council and Dean's Leadership Council for the School of Science and serves on the Advisory Board of South West Michigan Life Science Venture Capital and on the board of directors of Metabolic Solutions Development Company. Over his career, Dr. Landis served on several other boards of directors, academic advisory panels and professional boards. Dr. Landis earned Ph.D. and M.S. degrees in Analytical Chemistry from Purdue University and a B.S. degree in Chemistry from Kent State University. Joseph H. Broecker co-founded Periculum Capital Company, LLC, an investment banking firm, in 1998 and serves as Senior Managing Director and head of the firm's private equity and merchant banking practice. Prior to that, Mr. Broecker served as Senior Vice President and Managing Director of NatCity Investments, Inc., as well as its predecessor firm, Raffensperger, Hughes and Co. Mr. Broecker co-founded two venture capital private equity partnerships and remains an active advisor to private equity firms throughout the Midwest. Earlier in his career, Mr. Broecker served as a senior operating and corporate executive of Boehringer Mannheim GmbH, a European-based multi-national medical device and pharmaceutical company, and was a manager in the consulting division of Ernst and Young (a/k/a Ernst & Ernst). Mr. Broecker is a Certified Public Accountant and has served as a director of a number of private and public companies primarily involved in the healthcare, chemical and consumer industries. He graduated from the Executive Program at Indiana University and earned a B.B.A. in accounting and finance from the University of Notre Dame. Candice B. Kissinger has served as the Legacy Products Coordinator at The Chao Center, a subsidiary of the Purdue Research Foundation, since August 2007, where she oversees the North American supply and support of the prescription antibiotic Seromycin(R). As an adjunct Associate Professor of Industrial and Physical Pharmacy at Purdue University since October 2007 and a faculty member with the Bindley Biosciences Center at Purdue since May 2009, she conducts research on new treatments for latent and active tuberculosis (TB), with special emphasis on new drug formulations suitable for infants and young children. Prior to joining The Chao Center, Ms. Kissinger worked at the Company for 29 years, serving in multiple positions, most recently as Senior Vice President of Research from January 2000 until June 2007. During her tenure, Ms. Kissinger obtained seven U.S. and international patents for Company products, including the Culex(R) Automated Blood Sampler. Ms. Kissinger also was a member of the Company's board of directors and served as the Corporate Secretary of the Company from November 1978 until September 2007. Prior to joining the Company, she was a researcher in the Fermentation group, Fine Chemical Division of The Upjohn Company from 1975 until 1978, where she earned her first eight patents. Ms. Kissinger earned a M.S. degree in Food Science/Industrial Microbiology from the University of Massachusetts and a B.A. degree in Bacteriology from Ohio Wesleyan University. In addition, after reviewing the Schedule 13D/A filed by Thomas A. Harenburg on May 14, 2009, we are in support of Jerome G. Marchant, the director nominee proposed by Mr. Harenburg, promptly replacing another current member of the Board. If the Board fails to honor these requests or any of the other requests set forth in our prior letter, we reserve the right to take any and all further action. Sincerely, /s/ Peter T. Kissinger, Ph.D. /s/ Candice B. Kissinger Peter T. Kissinger, Ph.D. Candice B. Kissinger -----END PRIVACY-ENHANCED MESSAGE-----