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): November 9, 2012 

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

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 1.01 Entry in a Material Definitive Agreement

On November 9, 2012, Bioanalytical Systems, Inc. (the "Company") and Regions Bank (“Regions”) executed a Sixth Amendment (“Amendment”) to its loan agreement with Regions. Regions agreed to extend the term loan maturity date to May 4, 2013. The unpaid principal on the notes will be incorporated into a replacement note that will bear interest at LIBOR plus 400 basis points (minimum of 6.0%) with monthly principal amortization.

The foregoing discussion of the Amendment is entirely qualified by reference to the text of the Amendment, which is attached as Exhibit 10.1, and incorporated herein by this reference.

On November 9, 2012, the Company issued a press release announcing the Amendment. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 Item 9.01 Exhibits

(d)  Exhibits:

10.1 Sixth Amendment to Loan Agreement between Bioanalytical Systems, Inc. and Regions Bank, executed November 9, 2012.

99.1 Bioanalytical Systems, Inc. press release, issued November 9, 2012.

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

EX-10.1

Sixth Amendment To Loan Agreement

This Sixth Amendment to Loan Agreement (“Amendment”) is dated effective as of November 1, 2012, and is between Regions Bank, an Alabama banking corporation, as successor by merger to Union Planters Bank, N.A. (“Lender”) and Bioanalytical Systems, Inc., an Indiana corporation (“Borrower”).

Recitals

Lender, Borrower and BAS Evansville, Inc. (“BAS”) entered into a certain Loan Agreement dated October 29, 2002, as amended by a certain Amendment to Loan Agreement dated June 1, 2004 and a certain First Amendment to Loan Agreement dated February 11, 2008 (collectively, the “Prior Loan Agreement”) in connection with (i) a certain Promissory Note (Term Loan) executed by Borrower in favor of Lender in the original principal amount of $5,410,000.00 dated October 29, 2002, as amended by Amendment to Promissory Note (Term Loan) dated June 1, 2004, (ii) a certain Promissory Note (Loan (West Lafayette)) executed by Borrower in favor of Lender in the original principal amount of $2,250,000.00 dated October 29, 2002, as amended by Amendment to Promissory Note (Loan (West Lafayette)) dated June 1, 2004, and (iii) a certain First Replacement Promissory Note (Loan (Mt. Vernon)) executed by Borrower and BAS in favor of Lender in the original principal amount of $1,698,540.11 dated February 11, 2008 (“Mt. Vernon Note”) (all notes listed in this recital are collectively, the “Prior Notes”). As security for the Prior Loan Agreement and the Prior Notes, Borrower granted to Lender a certain Real Estate Mortgage and Security Agreement (Fixture Filing) (West Lafayette) dated October 29, 2002, and recorded on November 19, 2002, as Instrument No. 02037358 with the Office of the Recorder of Tippecanoe County, Indiana, and BAS Evansville, Inc. granted to Lender a certain Real Estate Mortgage and Security Agreement (Fixture Filing) (Mt. Vernon) dated October 29, 2002, and recorded on November 13, 2002, as Instrument No. 20027318 with the Office of the Recorder of Posey County, Indiana (collectively, the “Prior Mortgages”).

Lender and Borrower entered into a certain Loan Agreement dated December 18, 2007, as amended by a certain First Amendment to Loan Agreement dated January 3, 2008, a certain Second Amendment to Loan Agreement dated May 18, 2009, a certain Third Amendment to Loan Agreement dated January 13, 2010, a certain Fourth Amendment to Loan Agreement dated November 29, 2010 and a certain Fifth Amendment to Loan Agreement dated effective as of February 11, 2011 (as the same may be further amended from time to time, collectively, the “Loan Agreement”).

To further secure the Indebtedness of Borrower to Lender, BAS executed and delivered to Lender a certain Unconditional Unlimited Continuing Guaranty dated January 13, 2010 whereby BAS guarantied the Indebtedness of Borrower to Lender (the “Guaranty”). (The Prior Loan Agreement, the Prior Mortgages, the Loan Agreement and the Guaranty, together with any and all promissory notes and any other commercial documents and agreements executed in connection therewith collectively are the “Loan Documents.”)

The parties desire to amend the Loan Agreement to modify certain terms of the Loan Agreement, as herein provided.

Terms

NOW, THEREFORE, in consideration of the foregoing and the mutual obligations of the parties hereto, the Loan Agreement is hereby amended as follows:

1. Amendments to the Loan Agreement.

A. Section 1 (Definitions) the definition of “Term Loan Maturity Date” is amended to mean May 4, 2013.

B.   Section 2 (Term Loan). Section 2 (Term Loan) is amended to read: Lender shall lend to Borrower and Borrower shall borrow from Lender the amount of $5,786,496.72 pursuant to the terms and conditions in the Loan Agreement and in that certain Replacement Term Loan Note dated effective November 1, 2012.

C.   Section 5 (Fees and Expenses). Section 5 is amended to provide that Borrower shall pay to Lender a non-refundable commitment fee in the amount of $15,000.00 in connection with this Amendment, payable in full upon execution of this Amendment.

2. Continuing Effect. All other terms, conditions, representations, warranties and covenants contained in the Loan Agreement shall remain the same and shall continue in full force and effect. In consideration hereof, Borrower represents and warrants that each representation and warranty set forth in the Loan Agreement, as hereby amended, remains true and correct as of the date hereof, except to the extent that such representation and warranty is expressly intended to apply solely to an earlier date, that there presently exist no known offsets, counterclaims or defenses to the performance of the obligations under the Instruments (collectively, the “Obligations”) (such known offsets, counterclaims or defenses, if any, being hereby expressly waived), and that Borrower has no other known claims, demands, allegations or rights of action of any nature based on any matter arising from or related to the Obligations or Borrower’s relationship with the Lender (such known claims, demands, allegations or rights of action, if any, being hereby expressly waived) nor has there occurred any Event of Default under the Loan Agreement or any of the Instruments, and that there will be no Event of Default after giving effect to the transactions contemplated by this Amendment. The representations and warranties contained in the Loan Agreement originally shall survive this Amendment in their original form and shall survive as continuing representations and warranties of Borrower. Except as expressly herein provided, the Loan Agreement and this Amendment shall be interpreted, wherever possible, in a manner consistent with one another, but in the event of any irreconcilable inconsistency, this Amendment shall control. The parties each hereby agree to cooperate in all reasonable requests of each other party hereto, including, without limitation, the authentication of financing statements and other documents, which the requesting party deems reasonable, necessary, appropriate or expedient to carry out the intents and purposes of this Amendment. Capitalized terms used herein and not specifically herein defined shall have the meanings ascribed in the Loan Agreement.

3. Conditions Precedent. Notwithstanding anything contained in this Amendment to the contrary, the Lender shall have no obligation under this Amendment until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender:

(a) The Lender shall have received each of the following, in form and substance satisfactory to the Lender:

(1) This Amendment and such other instruments, documents and opinions as the Lender shall reasonably require, all duly executed by the parties thereto in the forms approved by the Lender;

(2) The Replacement Term Loan Note dated effective as of November 1, 2012 executed by the Borrower;

(3) A Consent and Confirmation of Guaranty executed by BAS;

(4) All reasonable expenses of the Lender (including, without limitation, reasonable attorneys’ fees), shall have been reimbursed by Borrower.

(b) All legal matters incident to this Amendment shall be reasonably satisfactory to the Lender and its counsel.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Facsimile signatures will be deemed acceptable and binding.

The parties are signing this Amendment effective as of the date stated in the introductory paragraph.

LENDER:
	REGIONS BANK
	By:	/s/
		Michael F. Zingraf, Senior Vice President

BORROWER::
	BIOANALYTICAL SYSTEMS, INC.
	By:	/s/
		Jacqueline M. Lemke CFO, Vice President of Finance

STATE OF INDIANA	)
	)	SS:
COUNTY OF ___________	)

Before me, the undersigned Notary Public, personally appeared Jacqueline Lemke, the Vice President of Finance and Administration of Bioanalytical Systems, Inc., an Indiana corporation, who on behalf of said entity acknowledged the execution of the foregoing instrument and swore to the truth of the statements made therein.

Witness my hand and Notarial Seal this _____ day of November, 2012.

My commission expires: ___________________	_______________________________________ Notary Public
County of Residence: ___________________	_______________________________________ Printed

EX-99.1

 

FOR MORE INFORMATION:	Company Contact:
	Jacqueline Lemke
	Interim President & CEO and CFO
	Phone:  765.497.5829
	jlemke@BASinc.com
	Agency Contact:
	Neil Berkman
	Berkman Associates
	Phone:  310.477.3118
	info@berkmanassociates.com

BASi Announces Extension of Mortgage Maturity

WEST LAFAYETTE, IN – November 9, 2012 -- Bioanalytical Systems, Inc. (NASDAQ:BASI) announced today that it has negotiated a six month extension, until May 2013, on the maturity of its $5,787,000 mortgage that was originally scheduled to mature this month.

"This extension enhances our flexibility as we complete BASi's restructuring and build a healthy business model for the future," said Interim President & CEO and CFO Jacqueline Lemke.

"The streamlining of our locations has improved capacity utilization while allowing us to continue providing the high quality services and instruments our clients expect from BASi. We are focused on taking advantage of our competitive strengths – specialty assay and discovery capabilities, a long history of regulatory excellence, and our market-changing Culex® automated in vivo sampling system – and we are optimistic about the outlook for fiscal 2013."

BASi expects to announce audited financial results for fiscal 2012 on December 20, 2012.

About Bioanalytical Systems, Inc.

BASi is a pharmaceutical development company providing contract research services and monitoring instruments to the world's leading drug development companies and medical research organizations. The company focuses on developing innovative services and products that increase efficiency and reduce the cost of taking a new drug to market. Visit www.BASinc.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 changes in the market and demand for our products and services, the development, marketing and sales 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.