Unassociated Document
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 30, 2008
BIOANALYTICAL
SYSTEMS, INC.
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(Exact
name of registrant as specified in its
charter)
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Indiana
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0-23357
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35-1345024
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2701
KENT AVENUE
WEST
LAFAYETTE, INDIANA
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47906-1382
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (765) 463-4527
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
See
Item
2.01 below for a description of the material terms of the Asset Purchase
Agreement by and among Bioanalytical Systems, Inc. ("BASi"), BASi Maryland,
Inc., Algorithme Pharma USA Inc. ("AP USA") and Algorithme Pharma Holdings
inc.
with respect to the sale of the Baltimore Clinical Pharmacology Research
Unit
and the Assignment and Assumption of Office lease, dated June 30, 2008, between
BASi and AP USA. Except as set forth below, BASi has no material relationship
with AP USA or Algorithme Pharma Holdings Inc.
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
June
30, 2008, Bioanalytical Systems, Inc. ("BASi") entered into an Asset Purchase
Agreement (the "Agreement") by and among BASi, BASi Maryland, Inc., Algorithme
Pharma USA Inc. ("AP USA") and Algorithme Pharma Holdings Inc. ("Algorithme").
BASI Maryland, Inc. is a wholly-owned subsidiary of BASi that owend and operated
BASi's Baltimore Clinical Pharmacology Research Unit (the "CPRU").
Pursuant
to the terms of the Agreement, BASi Maryland, Inc. sold substantially all of
its
assets to AP USA in exchange for a cash payment of $850,000 at the closing
and
the assumption of certain liabilities related to the CPRU, including BASi's
obligations under the lease for the space in which the CPRU operated. As a
result of this sale, BASi will exit the Phase I first-in-human clinical study
market. In addition, pursuant to the terms of the Agreement, each party has
agreed to indemnify the other for an agreed upon period following the sale
for
damages arising from, among other things, such party’s breach of its
representations, warranties or covenants under the Agreement, subject to agreed
upon threshold amounts and caps on indemnifiable damages. A copy of the press
release issued on June 30, 2008 by BASi with respect to this transaction is
filed as Exhibit 99.1 and is incorporated herein by this reference.
The
lease
assignment was accomplished by a separate Assignment and Assumption of Office
Lease, dated June 30, 2008, between BASi and AP USA (the "Assumption"). Under
the terms of the Assumption, BASi will remain liable with AP USA for future
financial obligations under the lease. However, Algorithme has agreed to
indemnify BASi for any loss or damage suffered by BASi as a result of any
failure by AP USA to make any required payments under the lease. AP USA's
obligation to make payments to the landlord under the lease is also supported
by
a guaranty by Algorithme in favor of the landlord.
The
above
discussions of the Agreement and the Assumption are qualified in their entirety
by reference to the texts of the Agreement and the Assumption, copies of which
are filed as exhibits to this Form 8-K and are incorporated herein by reference.
The Agreement has been included to provide investors with information regarding
its terms. Except for its status as a contractual document that establishes
and
governs the legal relations among the parties thereto with respect to the
transactions described above, the Agreement is not intended to be a source
of
factual, business or operational information about the parties.
The
representations, warranties and covenants made by the parties to the Agreement
are qualified, including by information in disclosure schedules that the parties
exchanged in connection with the execution of the Agreement. Representations
and
warranties may be used as a tool to allocate risks between the parties,
including where the parties do not have complete knowledge of all facts.
Investors are not third party beneficiaries under the Agreement and should
not
rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of BASi,
AP USA or any of their respective affiliates.
Item
9.01. Financial
Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits
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2.1
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Asset
Purchase Agreement, dated June 30, 2008, by and among Bioanalytical
Systems, Inc., BASi Maryland, Inc., Algorithme Pharma USA Inc. and
Algorithme Pharma Holdings Inc.
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10.1
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Assignment
and Assumption of Office Lease, dated June 30, 2008, between Bioanalytical
Systems, Inc. and AP USA Algorithme Pharma USA
Inc.
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99.1
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Bioanalytical
Systems, Inc. press release, issued June 30,
2008.
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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.
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Bioanalytical
Systems, Inc. |
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Date: July
7,
2008 |
By: |
/s/
Michael R. Cox
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Michael
R. Cox, Vice President, Finance and Administration
and Chief Financial Officer
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Exhibit
Index
Exhibit
No.
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Description
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2.1
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Asset
Purchase Agreement by and among Bioanalytical Systems, Inc.,
BASi
Maryland, Inc., Algorithme Pharma USA Inc. and Algorithme Pharma
Holdings
Inc.
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10.1
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Assignment
and Assumption of Office Lease, dated June 30, 2008, between
Bioanalytical
Systems, Inc. and AP USA Algorithme Pharma USA Inc.
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99.1
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Bioanalytical
Systems, Inc. press release, issued June 30, 2008.
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