8-K

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): September 25, 2006

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

2701 KENT AVENUE WEST LAFAYETTE, INDIANA (Address of principal executive offices) 47906-1382 (Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Item 1.01.    Entry into a Material Definitive Agreement.

See Item 5.02 below for a description of the material terms of the compensation arrangements for Richard M. Shepperd in connection with his appointment as President and Chief Executive Officer of the Company, on an interim basis. Except as set forth below, the Company has no material relationship with Mr. Shepperd.

Item 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 25, 2006, Peter T. Kissinger, Ph.D. resigned as President and Chief Executive Officer of Bioanalytical Systems, Inc. (the "Company") in order to accept the positions of Chairman of the Board and Chief Scientific Officer of the Company.

On the same date, Richard M. Shepperd was elected President and Chief Executive Officer of the Company, on an interim basis, and is expected to serve for five months. Mr. Shepperd, 66, served for the past two years with Able Laboratories, Inc., of Cranbury, New Jersey ("Able") as its Chief Restructuring Officer and Director of Restructuring. Able was formerly a generic pharmaceutical manufacturing company which filed a voluntary petition for bankruptcy on July 18, 2005 following the loss of FDA approval for its product line. Mr. Shepperd's duties for Able included exercising executive authority over all operational and restructuring activities of Able, which included advising its Board, creditors committee and courts regarding strategies to maintain and realize the most value from the company's assets. Able was not affiliated with the Company. For the three years prior to serving with Able, Mr. Shepperd served as an independent management consultant for various businesses. In that capacity, he advised these businesses on developing strategies to improve their financial health and maximize the assets of those organizations.

Mr. Shepperd will be entitled to receive a base salary of $35,000 per month, plus a bonus to be paid quarterly equal to 10% of the Company's annual EBITDA, which amount is capped at $150,000 per quarter, and reimbursement for reasonable out-of-pocket expenses Mr. Shepperd incurs in connection with his employment. In addition, Mr. Shepperd will be eligible for a discretionary bonus to be paid to Mr. Shepperd at the end of his service as the Interim President and Chief Executive Officer.

On September 27, 2006, the Company issued the attached press release announcing, among other things, these changes in management.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 25, 2006, the Company’s Bylaws were amended to create the position of Chairman of the Board and provide the duties of that position.

Item 9.01.    Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

3.01 Amendment No. 1 to Amended and Restated Bylaws

99.01 Press release dated September 27, 2006

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.
Date: September 28, 2006	By: /s/ Michael R. Cox Michael R. Cox Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit No.        Description

3.01   Amendment No. 1 to Amended and Restated Bylaws

99.01 Press Release dated September 27, 2006

EX-3.(I)

AMENDMENT NO. 1

TO

AMENDED AND RESTATED BYLAWS

OF

BIOANALYTICAL SYSTEMS, INC.

(Adopted September 25, 2006)

The Amended and Restated Bylaws of Bioanalytical Systems, Inc. (the "Corporation") adopted on August 18, 2005 (the "Bylaws") are hereby amended as follows:

1.            Article IV, Section 4.1 of the Bylaws is hereby amended to read in its entirety as follows:

Section 4.1.     Officers.    The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors or the President designates. The Board of Directors or the President may designate one or more Vice Presidents to serve as Executive Vice Presidents or Senior Vice Presidents. The same individual may simultaneously hold more than one office.

2.            Article IV, Section 4.6 of the Bylaws is hereby amended to read in its entirety as follows:

Section 4.6.     President.    The President is the chief executive officer of the Corporation and is responsible for managing and supervising the affairs and personnel of the Corporation, subject to the general control of the Board of Directors. The President, or proxies appointed by the President, may vote shares of other corporations owned by the Corporation. The President has authority to execute, with the Secretary (as required), powers of attorney appointing other corporations, partnerships, entities or individuals as the agents of the Corporation, subject to law, the Articles of Incorporation and these Bylaws. The President has such other powers and duties as the Board of Directors may from time to time prescribe.

3.            The following new Section is added at the end of Article IV of the Bylaws as follows:

Section 4.11.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors and shall have such other duties, powers and responsibilities as are assigned to the Chairman of the Board by the Board of Directors from time to time.

EX-99

For more information: Peter T. Kissinger

765.463.4527

pkissinger@bioanalytical.com

BASi Announces Reorganization of Operations: Adds Interim Chief Executive Officer

WEST LAFAYETTE, IN, September 27, 2006 — BASi (Bioanalytical Systems, Inc.) (Nasdaq: BASI) announced today that it has reorganized US operations as part of its ongoing plan to reduce expenses, improve customer service and increase profitability. In addition to the realignment of operational and administrative responsibilities to increase efficiency, the Company has implemented a workforce reduction aimed at reducing costs. Through attrition and layoffs that occurred during the last 60 days, including those announced today, the Company has reduced its workforce by 12%. The Company anticipates that the headcount reductions will result in cost savings of more than $2.0 million in fiscal 2007. A charge of approximately $500,000 associated with employee severance will be taken in the fiscal year ending September 30, 2006.

Commenting on the reorganization, Edward Chait, Executive Vice President, said, “With our new direction in Business Development we have focused on increasing revenues from diverse customers to reduce our concentration risk. With this reorganization we expect improved efficiency in delivering our products and services that will enhance our progress to profitability.”

As part of the reorganization, Chairman and CEO Peter Kissinger announced that Richard M. Shepperd has been elected to serve as interim CEO to help BASi add rigorous business discipline to company operations. Mr. Shepperd is an experienced, customer-focused, results-oriented executive with a proven track record in the pharmaceutical industry. Kissinger noted, “Dick has been helping us with planning for fiscal 2007, and we were fortunate to persuade him to stay on for the implementation. I am a scientist and an entrepreneur. As such, I will continue as Chairman of the Board and Chief Scientific Officer, but let there be no doubt about it, Mr. Shepperd will be running and refining operations with our team of officers. In this competitive climate we need experienced help to drive profitability. Dick Shepperd is the right person to help us reorganize and think in new ways.”   

BASi is a pharmaceutical development company providing contract research services and monitoring instruments to the world’s leading drug development companies. The Company focuses on developing innovative services and products that increase efficiency and reduce costs associated with taking new drugs to market. Visit www.bioanalytical.com for more about BASi.

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to,
risks and uncertainties related to the development of products and services, changes in technology, industry standards and regulatory
standards, and various market and operating risks detailed in the company’s filings with the Securities and Exchange Commission.

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