10-K/A 1 bas10ka.txt BAS 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2001. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________. Commission File Number 0-23357 BIOANALYTICAL SYSTEMS, INC. (Exact name of the registrant as specified in its charter) INDIANA 35-1345024 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2701 KENT AVENUE WEST LAFAYETTE, IN 47906 --------------------------------------- ---------- (Address of principal executive offices) (Zip code) (765) 463-4527 ---------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Shares Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.045 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Based on the closing price on the NASDAQ exchange, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $18,686,833. As of November 30, 2001, 4,569,416 shares of registrant's common shares were outstanding. No shares of registrant's Preferred Stock were outstanding as of November 30, 2001. The purpose of this amendment is to correct a typographical error in footnote 10 to the audited financial statements included in the edgarised version of the 2001 Annual Report included as exhibit 13.1 to the Annual Report on Form 10-K. The columns of a table reporting segment information were mislabeled. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA You can find the consolidated financial statements of the Company and its subsidiaries in our 2001 Annual Report at pages 14-17 (Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flows) and pages 18-27 (Notes to Consolidated Financial Statements). You can find the Report of Independent Auditors at page 28 of our 2001 Annual Report. All of the above information is incorporated in this Report by reference. Also incorporated by reference is information on quarterly results of operations, which can be found in our 2001 Annual Report under "Quarterly Financial Data (unaudited)" at page 9. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this Report. 1. Financial Statements: Included as outlined in Item 8 of Part II of this report. Report of Independent Auditors. Consolidated Balance Sheets as of September 30, 2001 and September 30, 2000. Consolidated Statements of Operations for the Years Ended September 30, 2001, 2000 and 1999. Consolidated Statements of Shareholders' Equity for the Years Ended September 30, 2001, 2000 and 1999. Consolidated Statements of Cash Flows for the Years Ended September 30, 2001, 2000 and 1999. Notes to Consolidated Financial Statements. 2. Financial Statement Schedules: Schedules are not required, are not applicable, or the information is shown in the Notes to the Consolidated Financial Statements. (b) Reports on Form 8-K. None (c) Exhibits. See Index to Exhibits. - 2 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOANALYTICAL SYSTEMS, INC. (Registrant) By: /s/ Peter T. Kissinger ------------------------------------------------ Peter T. Kissinger President, Chairman and Chief Executive Officer By: /s/ Douglas P. Wieten ------------------------------------------------ Douglas P. Wieten Chief Financial Officer, Treasurer, VP Finance (Principal Financial and Accounting Officer) Date: December 27, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Capacity Date --------- -------- ---- /s/ Peter T. Kissinger President, Chairman Chief December 27, 2001 ---------------------------- Executive Officer and Peter T. Kissinger Director /s/ Douglas P. Wieten Chief Financial Officer, December 27, 2001 ---------------------------- and Treasurer Douglas P. Wieten /s/ William E. Baitinger Director December 27, 2001 ---------------------------- William E. Baitinger /s/ Michael K. Campbell Director December 27, 2001 ---------------------------- Michael K. Campbell /s/ Candice B. Kissinger Director December 27, 2001 ---------------------------- Candice B. Kissinger /s/ John A. Kraeutler Director December 27, 2001 ---------------------------- John A. Kraeutler /s/ Ronald E. Shoup Director December 27, 2001 ---------------------------- Ronald E. Shoup /s/ W. Leigh Thompson Director December 27, 2001 ---------------------------- W. Leigh Thompson - 3 - INDEX TO EXHIBITS Sequential Number Numbering Assigned In System Page Regulation S-K Number of Item 601 Description of Exhibits Exhibit -------------- ----------------------- ----------- (2) No Exhibit (3) 3.1 Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended December 31, 1997). 3.2 Second Restated Bylaws of Bioanalytical Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended December 31, 1997). (4) 4.1 Specimen Certificate for Common Shares (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration No. 333-36429). 4.2 See Exhibits 3.1 and 3.2 (9) No Exhibit (10) 10.2 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-36429). 10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-36429). 10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-36429). 10.5 Form of Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1, Registration No. 333-36429). - 4 - 10.6 Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.26 to Registration Statement on Form S-1, Registration No. 333-36429). 10.7 Form of Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.27 to Registration Statement on Form S-1, Registration No. 333-36429). 10.8 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (Incorporated by reference to Exhibit 10.28 to Registration Statement on Form S-1, Registration No. 333-36429). 10.9 Form of Bioanalytical Systems, Inc. 1997 Outside Director Stock Option Agreement (Incorporated by reference to Exhibit 10.29 to Registration Statement on Form S-1, Registration No. 333-36429). 10.10 Business Loan Agreement by and between Bioanalytical Systems, Inc., and Bank One, Indiana, N.A. dated April 1, 2001. 10.11 Commercial Security Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.15 to Form 10-Q for the quarter ended March 31, 1998). 10.12 Negative Pledge Agreement by and between Bioanalytical Systems, Inc. and Bank One, Indiana, N.A., dated March 1, 1998 (Incorporated by reference to Exhibit 10.16 to Form 10-Q for the quarter ended March 31, 1998). 10.13 Promissory Note by and between Bioanalytical Systems, Inc. and Bank One, Indiana N.A., dated June 24, 1999 related to loan in the amount of $3,500,000 (Incorporated by reference to Exhitibit 10.18 to Form 10-Q for the quarter ended June 30, 1999). - 5 - 10.14 Promissory Note for $3,500,000 executed by Bioanalytical Systems, Inc. in favor of Bank One, Indiana N.A., dated April 1, 2001 (Incorporated by reference to Exhibit 10.14 to Form 10-Q for the quarter ended June 30, 2000). (12) No Exhibit (13) 13.1 2001 Annual Report (16) No Exhibit (18) No Exhibit (21) 21.1 Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to Form 10-K for the year ended September 30, 2001). (23) 23.1 Consent of Independent Auditors (Incorporated by reference to Exhibit 23.1 to Form 10-K for the year ended September 30, 2001) (24) No Exhibit (27) No Exhibit (99) 99.1 Risk Factors Auditors ( Incorporated by reference Exhibit 99.1 to Form 10-K for the year ended September 30, 2001) - 6 -