0001144204-12-038694.txt : 20120709 0001144204-12-038694.hdr.sgml : 20120709 20120709162250 ACCESSION NUMBER: 0001144204-12-038694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120704 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120709 DATE AS OF CHANGE: 20120709 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: 12953562 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 v318023_8k.htm FORM 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): July 4, 2012

 

 

Bioanalytical Systems, Inc.

(Exact name of registrant as specified in charter)

 

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

 

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

 

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:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

 

 
 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 4, 2012, Anthony S. Chilton, Ph.D., notified the Board of Directors of Bioanalytical Systems, Inc. (the "Company") of his intent to resign as President and Chief Executive Officer of the Company effective as of July 5, 2012 in order to pursue other opportunities. In connection with Dr. Chilton's resignation, the Board of Directors approved a severance payment to Dr. Chilton of $21,188.33 per month through the payroll period ending January 31, 2013, which is his monthly salary for the remainder of the term of his Employment Agreement. In addition, the Company will pay Dr. Chilton for any accrued, but unused vacation time and will reimburse him for any COBRA premiums paid by him to maintain COBRA coverage, if he is eligible, through January 31, 2013. In exchange for these payments, Dr. Chilton has agreed to release the Company from all claims. Dr. Chilton will continue to be bound by the confidentiality and non-solicitation provisions of his employment agreement.

 

On July 5, 2012, the Company elected Jacqueline M. Lemke, 50, to serve as Interim President and Chief Executive Officer of the Company in addition to her position as Chief Financial Officer and Vice President—Finance. Ms. Lemke joined the Company on, and has served as Chief Financial Officer and Vice President—Finance since, April 9, 2012. Prior to joining the Company, Ms. Lemke, was Vice President of Finance and Global CFO of Remy, Inc., a division of Remy International, from 2007 – 2010 where she built a 44-person global finance team and created a financial system to support rapid decision making and clear lines of management accountability. From 2004 - 2005, she served as Vice President of Finance, Global CFO Connected Home Solutions at Motorola, Inc., and, prior to that, was Strategic Planning Director, Global Invista division at DuPont Company. Ms. Lemke is a Certified Public Accountant (CPA) and began her career as a tax consultant at Deloitte & Touche. She earned her bachelor’s degree in finance and accounting from Drexel University and her master’s degree in management from Northwestern University. In connection with her increased responsibilities, the Company intends to enter into an amendment to Ms. Lemke's Employment Agreement.

 

Alberto F. Hidalgo, Jr., the Company's Vice President, Business Development & Marketing, provided notice to the Company of his resignation effective July 6, 2012. In connection with Mr. Hidalgo's resignation from the Company, the Board of Directors approved a severance payment to Mr. Hidalgo of $10,487.34 to be paid in July 2012. In addition, Mr. Hidalgo will remain on the Company's medical insurance plan through July 31, 2012. In exchange for these severance payments, Mr. Hidalgo has agreed to release the Company from all claims. Mr. Hidalgo will continue to be bound by the confidentiality and non-solicitation provisions of his employment agreement.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BIOANALYTICAL SYSTEMS, INC.

 

     
Dated: July 9, 2012   By: /s/ Jacqueline M. Lemke
    Jacqueline M. Lemke
    Interim President and Chief Executive Officer and Chief Financial Officer and Vice President—Finance