0001144204-09-040021.txt : 20090803 0001144204-09-040021.hdr.sgml : 20090801 20090803153039 ACCESSION NUMBER: 0001144204-09-040021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090729 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090803 DATE AS OF CHANGE: 20090803 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: 09980110 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 v156127_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): July 29, 2009

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

The information provided in Item 5.03 and Item 9.01 of this Form 8-K is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 5.03 and Item 9.01 of this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 5.03.

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

On July 29, 2009, the Second Amended and Restated Bylaws (the "Bylaws") of Bioanalytical Systems, Inc. (the "Company") were amended. The Bylaws amendment was adopted in response to the enactment of Indiana Code § 23-1-33-6(c), which mandates that, unless a bylaw is adopted opting out of that statute, the terms of members of the boards of directors be staggered for corporations that are incorporated under Indiana law and that have a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934. The amendment added Section 3.13, in which the Company elected to not be governed by the provisions of Indiana Code § 23-1-33-6(c).

Item 9.01.

Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits:

3.01 Amendment No. 5 to Second Amended and Restated Bylaws.

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: August 3, 2009	By:	/s/ Michael R. Cox
		Michael R. Cox
		Vice President, Finance and Administration, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.		Description

3.01		Amendment No. 5 to Second Amended and Restated Bylaws.

EX-3.01 2 v156127_ex3-01.htm

RESOLUTIONS OF THE

BOARD OF DIRECTORS OF

BIOANALYTICAL SYSTEMS, INC.

The following resolutions were duly adopted at a meeting of the Board of Directors (the "Board") of Bioanalytical Systems, Inc. (the "Corporation"):

WHEREAS, the Corporation's Amended and Restated Bylaws (the "Bylaws") currently contemplate the annual election of all of the members of the Board;

WHEREAS, Indiana Code § 23-1-33-6(c) has been amended to require that all Indiana corporations with a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 (which class includes the Corporation) provide for staggered terms for their boards of directors, unless a bylaw is adopted to opt out of such requirement;

WHEREAS, the Board deems it desirable, advisable and in the best interest of the Corporation to adopt a bylaw to opt out of the requirement that the terms of its directors be staggered; and

WHEREAS, in furtherance of the foregoing, the Board deems it desirable, advisable and in the best interest of the Corporation to amend the Bylaws in the manner reflected in Amendment No. 5 to the Amended and Restated Bylaws attached hereto as Exhibit A (the "Amendment") in order to opt out of the requirement that the terms of the Corporation's directors be staggered in accordance with Indiana Code § 23-1-33-6(c);

NOW, THEREFORE, BE IT HEREBY:

RESOLVED, that the Amendment is approved and adopted; and

FURTHER RESOLVED, that the Assistant Secretary of the Corporation is authorized and directed to execute the Amendment, to file a copy of the Amendment in the minute book of the Corporation and to do or cause to be done all other things which she deems to be necessary or desirable in order to effectuate the actions set forth in these resolutions in accordance with the laws of the State of Indiana.

EXHIBIT A

BIOANALYTICAL SYSTEMS, INC.

AMENDMENT NO. 5

SECOND AMENDED AND RESTATED BYLAWS

The following section is added to the Second Amended and Restated Bylaws of Bioanalytical Systems, Inc. (the "Corporation") effective as of July 29, 2009:

Section 3.13. Opt Out of IC 23-1-33-6(c). The Corporation elects not to be governed by the provisions of Indiana Code § 23-1-33-6(c).