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): June 23, 2017

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 (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On June 23, 2017, Bioanalytical Systems, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with First Internet Bank of Indiana (the “Lender”). The Credit Agreement provides the Company with (i) a term loan (the “Term Loan”) in the amount of $4,500,000, which was used to satisfy the Company’s outstanding indebtedness with The Huntington Bank, and (ii) a revolving line of credit of up to $2,000,000 (the “Facility”), which the Company may borrow from time to time, subject to the terms of the Credit Agreement. The Term Loan and the Facility mature June 23, 2022 and June 23, 2019, respectively.

Amounts outstanding under the Term Loan bear interest at a fixed per annum rate of 3.99%, while interest accrues on the principal balance of the Facility at a floating per annum rate equal to the Prime Rate (generally defined as the highest rate identified as the “Prime Rate” in The Wall Street Journal “Money Rates” column on the date the interest rate is to be determined, or if that date is not a publication date, on the publication date immediately preceding) less Twenty-five (25) Basis Points (0.25%). The Term Loan requires monthly principal payments of $25,000 plus interest. The Company must also pay accrued and unpaid interest on the outstanding balance under the Facility on a monthly basis.

The Company’s obligations under the Credit Agreement are guaranteed by BAS Evansville, Inc., the Company’s wholly owned subsidiary (“BASEV”). The Company’s obligations under the Credit Agreement and BASEV’s obligations under the Guaranty are secured by first priority security interests in substantially all of the assets of the Company and BASEV, respectively, as well as mortgages on the Company’s and BASEV’s facilities in West Lafayette, Indiana and Evansville, Indiana, respectively.

The Credit Agreement contains various restrictive covenants, including restrictions on the Company’s ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to shareholders or repurchase outstanding stock, enter into related party transactions and make capital expenditures, other than upon satisfaction of the conditions set forth in the Credit Agreement. The Company is also required to comply with certain financial and non-financial covenants, including a minimum debt service coverage ratio and a debt to equity ratio. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, and defaults under other material indebtedness, the Lender may cease advancing funds, increase the interest rate on outstanding balances, accelerate amounts outstanding, terminate the agreement and foreclose on all collateral.

The foregoing general description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed with the Company’s Form 10-Q for the period ending June 30, 2017.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this Report is incorporated by reference in response to this Item.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release dated June 27, 2017.

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: June 27, 2017	By:	/s/ Jill C. Blumhoff
		Jill C. Blumhoff Chief Financial Officer, Vice President of Finance

Exhibit Index

Exhibit No. Description

99.1 Press Release dated June 27, 2017.

EX-99.1

Exhibit 99.1

FOR MORE INFORMATION:	Company Contact:
	Jill Blumhoff
	Chief Financial Officer &
	Vice President of Finance
	Phone: 765.497.8381
	jblumhoff@BASinc.com

BASi Completes Refinancing of Senior Secured Credit Facilities

WEST LAFAYETTE, IN, June 27, 2017 -- Bioanalytical Systems, Inc. (NASDAQ:BASI) (“BASi” or the “Company”) today announced that it has successfully completed the refinancing of its existing senior secured credit facility with a new senior secured credit facility, consisting of a $4.5 million term loan and a $2.0 million revolving credit facility.

“Today marks a significant accomplishment of one of the many objectives that we envisioned for BASi’s ongoing success”, stated Jill Blumhoff, Chief Financial Officer and Vice President of Finance for BASi. “This is a very exciting milestone for the Company, which meaningfully advances our financial flexibility leaving us well positioned to operate our business for the long-term, and capitalize on opportunities in the future. I want to thank our BASi employees and board members for their support in this accelerated effort, as well as our customers, shareholders, and new lender.”

The refinancing led by First Internet Bank of Indiana extends the maturities of the Company’s debt, with the revolving credit facility maturing in June 2019 and the senior secured term loan maturing in June 2022. Payments on the term loan are based on a fifteen year amortization schedule. The Company will use approximately $4.6 million of the loan proceeds to repay its obligations under its existing credit facility. The remaining availability on the revolving credit facility of $1.9 million, if borrowed, will be used for general corporate purposes.

The interest rate for the $4.5 million senior secured term loan will be at a fixed per annum rate equal to 3.99%.  The interest rate for borrowings under the $2.0 million revolving credit facility will be at the Prime Rate less 0.25% per annum.  The 2017 Senior Secured Credit Facilities are subject to customary affirmative, negative and financial covenants. 

About First Internet Bank

First Internet Bank opened for business in 1999 as an industry pioneer in the branchless delivery of banking services. With assets of $2.1 billion as of March 31, 2017, the Bank now provides consumer and small business deposit, consumer loan, residential mortgage, and specialty finance services nationally. The Bank also offers commercial real estate loans, commercial and industrial loans and treasury management services in select geographies. Additional information about the Bank, including its products and services, is available at www.firstib.com. The Bank is a wholly owned subsidiary of First Internet Bancorp (NASDAQ: INBK).

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 information 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 our financial condition, 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. BASi assumes no obligation to update any forward-looking statement. Actual results may vary, and could differ materially, from those anticipated, estimated, projected or expected in these forward-looking statements for a number of reasons, including, among others, the risk factors disclosed in the Company’s most recent Annual Report, as filed, with the Securities and Exchange Commission.