-----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, PyDfBY+ZgTw3kvHfnJ0abkPVXrhs9Okt5p76AwXAPS4mrl6+j9gKIxs3+B01tHBZ Rl3vq4EM4PAnl3uW110BLA== 0000927946-03-000085.txt : 20030416 0000927946-03-000085.hdr.sgml : 20030416 20030416163117 ACCESSION NUMBER: 0000927946-03-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030415 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030416 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23357 FILM NUMBER: 03652856 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 8-K 1 bas8k.htm BIOANALYTICAL SYSTEMS, INC. - FORM 8K Bioanalytical Systems, Inc. - Form 8K

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):  April 15, 2003




BIOANALYTICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Indiana 0-23357 35-1345024
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (IRS Employer Identification No.)

2701 Kent Avenue
West Lafayette, IN

47906-1382
(Address of principal executive offices) (Zip Code)
(765) 463-4527
(Registrant's telephone number, including area code)

Item 5.    Other Events.

         Bioanalytical Systems, Inc. (“BAS”) and PharmaKinetics Laboratories, Inc. (“PKLB”) entered into a third amendment, dated as of April 15, 2003, 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 and a second amendment dated as of November 21, 2002. The third amendment extends the date upon which the parties will have the right to terminate the merger agreement if the merger has not been consummated from March 31, 2003 to June 30, 2003.

         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 West 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
Third Amendment, dated as of April 15, 2003, to the Agreement and Plan 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 and a Second Amendment dated as of November 21, 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.

Date:  April 15, 2003 BIOANALYTICAL SYSTEMS, INC.
(Registrant)



By:  /s/ Peter T. Kissinger, Ph.D.
Peter T. Kissinger, Ph.D.
President and Chief Executive Officer
EX-10.1 3 exhibit101.htm AMENDMENT #3 TO AGREEMENT & PLAN OF MERGER Exhibit 10.1 - Amendment No. 3 to Agreement and Plan of Merger

EXHIBIT 10.1


AMENDMENT NO. 3 TO
AGREEMENT AND PLAN OF MERGER


         THIS AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made as of this 15th day of April, 2003, among Bioanalytical Systems, Inc., an Indiana corporation ("BAS"), PI Acquisition Corp., a Maryland corporation ("MergerCo"), and PharmaKinetics Laboratories, Inc., a Maryland corporation (the "Company"). All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

         WHEREAS, BAS, MergerCo and the Company are parties to that certain Agreement and Plan of Merger dated as of June 20, 2002, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of July 24, 2002 and Amendment No. 2 to Agreement and Plan of Merger dated as of November 21, 2002 (the "Merger Agreement"); and

         WHEREAS, BAS, MergerCo and the Company desire to amend certain portions of the Merger Agreement pursuant to the terms and conditions of this Amendment;

         NOW, THEREFORE, in consideration of the mutual agreements herein contained, and pursuant to Section 10.11 of the Merger Agreement, the Merger Agreement is hereby amended by the parties as follows:

 
Section 9.1(b)(iii) is hereby amended by deleting the phrase "March 31, 2003"; and replacing it with "June 30, 2003".

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized officers as of the date first above written.

  BIOANALYTICAL SYSTEMS, INC.



By:  /s/ Peter T. Kissinger
Peter T. Kissinger, Ph.D.
Chief Executive Officer



PI ACQUISITION CORP.



By:  /s/ Peter T. Kissinger
Peter T. Kissinger, Ph.D.
Director



PHARMAKINETICS LABORATORIES, INC.



By:  /s/ James M. Wilkinson
James M. Wilkinson, II, Ph.D.
President and Chief Executive Officer
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