0001144204-07-037939.txt : 20070724 0001144204-07-037939.hdr.sgml : 20070724 20070724122121 ACCESSION NUMBER: 0001144204-07-037939 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030619 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070724 DATE AS OF CHANGE: 20070724 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: 07995497 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 v081744_8k.htm

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): June 19, 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)		(I.R.S. Employer Identification No.)

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

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

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On June 19, 2003, Bioanalytical Systems, Inc. (the "Company") entered into a letter agreement with then Chief Operating Officer Ronald E. Shoup, Ph.D. Under Dr. Shoup's agreement, if Dr. Shoup's employment is terminated for any reason other than Just Cause, as defined in the agreement, at any time during a two-year period following a Significant Transaction or Change in Board Composition, each as defined in the agreement, Dr. Shoup is entitled to receive his annual base salary one month for each year of service with the Company from the date of termination.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.1 to this report and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibit

10.1

Letter Agreement between Bioanalytical Systems, Inc. and Ronald E. Shoup, Ph.D., dated June 19, 2003.

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: July 24, 2007	By:	/s/ Michael R. Cox
		Michael R. Cox
		Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit No.

Description

10.1	Letter Agreement between Bioanalytical Systems, Inc. and Ronald E. Shoup, Ph.D., dated June 19, 2003.

EX-10.1 2 v081744_ex10-1.htm

[BASi Letterhead]

June 19, 2003

Ronald E. Shoup

BASi

2701 Kent Avenue

West Lafayette, IN 47906-1382

Dear Ron,

Bioanalytical Systems, Inc. is pleased to provide to you this severance agreement in consideration of the services you render to the Company from and after the date of this Agreement, which the Board of Directors believes are important to the future growth and prosperity of the Company. The terms of the agreement follow:

If you are terminated other than for "Just Cause" - hereinafter defined - at any time during a two (2) year period after a "Significant Transaction" or a "Change of Board Composition" - each, hereinafter defined - you will be entitled to a continuance of your annual base salary for one (1) month for each year of service from the date of termination.

Nothing in this agreement shall be deemed to alter the "at will" nature of your employment by the Company. "Just Cause" is defined as a good faith determination by the Company's Board of personal dishonesty, breach of fiduciary duty involving personal profit, willful failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violation or similar offenses). "Significant Transaction" is defined as any of: (a) the sale of a block of stock representing greater than 50% or more of the combined voting power of the Company's then outstanding securities; (b) upon the first purchase of the Company's common stock pursuant to a tender or exchange offer; and (c) upon the approval by the Company's shareholders of (i) a merger with or into another corporation; (ii) a sale or disposition of all or substantially all of the Company's assets; or (iii) a plan of liquidation or dissolution of the Company. "Change of Board Composition" means any change in the composition of the Board of Directors of the Company in connection with any transaction in which stock of the Company is sold by the Company, such that a majority of the non-employee directors of the Company at the time of the stock sale transaction no longer constitute a majority.

If the foregoing is acceptable to you, please sign below and return this agreement to me.

Sincerely,

/s/ Peter T. Kissinger

Peter T. Kissinger, Ph.D.

Chairman and CEO

PTK/cp

/s/ Ronald E. Shoup

Ronald E. Shoup