BIOANALYTICAL SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1998
The Annual Meeting of Shareholders of Bioanalytical Systems, Inc. (the
"Company") will be held at the principal executive offices of the Company,
2701 Kent Avenue, West Lafayette, Indiana 47906 on Monday, January 12, 1998 at
10:00 a.m. (EST) for the following purposes:
1. To elect directors of the Company to serve for a one year term;
2. To ratify the selection by the Board of Directors of Ernst & Young
L.L.P. as certified public accountants for the Company for the fiscal year
ending September 30, 1998; and
3. To transact such other business as may properly come before the
meeting.
Holders of Common Shares of record at the close of business on November 24,
1997 are entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
/s/ Candice B. Kissinger
Candice B. Kissinger, Secretary
December 17, 1997
West Lafayette, Indiana
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL MEETING, OR
IF YOU DO PLAN TO ATTEND BUT WISH TO VOTE BY PROXY, PLEASE DATE, SIGN, AND
MAIL PROMPTLY THE ENCLOSED PROXY. A RETURN ENVELOPE IS PROVIDED FOR THIS
PURPOSE.
BIOANALYTICAL SYSTEMS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1998
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Bioanalytical Systems, Inc. (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders to be held at 10:00
a.m. (EST) on Monday, January 12, 1998, and at any adjournment thereof. The
meeting will be held at the principal executive offices of the Company, 2701
Kent Avenue, West Lafayette, Indiana, 47906. This proxy statement and the
accompanying form of proxy were first mailed to shareholders on or about
December 17, 1997.
A shareholder signing and returning the enclosed proxy may revoke it at
any time before it is exercised by written notice to the Secretary of the
Company. The signing of a proxy does not preclude a shareholder from
attending the meeting in person. All proxies returned prior to the meeting
will be voted in accordance with the instructions contained therein. Any
proxy not specifying to the contrary will be voted (1) FOR the election of
the nominees for director named below, and (2) FOR the proposal to ratify the
selection of Ernst & Young L.L.P. as certified public accountants for the
Company for the fiscal year ending September 30, 1998.
As of the close of business on November 24, 1997, the record date for the
Annual Meeting, there were outstanding and entitled to vote 3,000,000 Common
Shares of the Company. Each outstanding Common Share is entitled to one vote.
The Company has no other voting securities. Shareholders do not have
cumulative voting rights.
A quorum will be present if a majority of the Common Shares are present,
in person or by proxy, at the meeting. The nominees for director will be
elected by a plurality of the votes cast, assuming a quorum is present. All
other matters, including the approval of the certified public accountants,
will be approved by a majority of the votes cast.
A copy of the Annual Report of the Company, including financial
statements and a description of operations for the fiscal year ended September
30, 1997, has preceded or accompanies this proxy statement. The financial
statements contained in that report are not incorporated by reference herein.
All expenses in connection with the solicitation of proxies will be borne
by the Company. The Company expects to solicit proxies primarily by mail, but
directors, officers and regular employees of the Company may also solicit in
person or by telephone.
Shareholder proposals to be considered for presentation to the 1998
Annual Meeting of Shareholders must be submitted in writing and received by
the Company on or before August 1, 1998.
The mailing address of the principal offices of the Company is 2701 Kent
Avenue, West Lafayette, Indiana 47906.
BENEFICIAL OWNERSHIP OF COMMON SHARES
The following table sets forth certain data with respect to those persons
known by the Company to be the beneficial owners of five percent or more of
the outstanding Common Shares of the Company as of November 24, 1997, and also
sets forth such data with respect to each director of the Company, each
officer listed in the Summary Compensation Table, and all directors and
executive officers of the Company as a group. Except as otherwise indicated
in the notes to the table, each beneficial owner possesses sole voting and
investment power with respect to the Common Shares indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES BENEFICIALLY
OWNED (1)
NAME. . . . . . . . . . . . . . . . . . . . . . NUMBER PERCENT
Primus Capital Fund II, L.P. . . . . . . . . . . 470,250 11.1%
Middlewest Ventures II, L.P. . . . . . . . . . . 282,149 9.4%
Peter T. Kissinger(2). . . . . . . . . . . . . . 1,279,155 42.0%
Ronald E. Shoup(3) . . . . . . . . . . . . . . . 93,967 3.1%
Candice B. Kissinger(4). . . . . . . . . . . . . 1,279,155 42.0%
William E. Baitinger(5). . . . . . . . . . . . . 137,734 4.6%
Michael K. Campbell(6) . . . . . . . . . . . . . 27,086 *
Thomas A. Hiatt(7) . . . . . . . . . . . . . . . 282,149 9.4%
John A. Kraeutler. . . . . . . . . . . . . . . . - -
William C. Mulligan(8) . . . . . . . . . . . . . 470,250 15.7%
W. Leigh Thompson. . . . . . . . . . . . . . . . - -
Nicholas Winograd(9) . . . . . . . . . . . . . . 174,030 5.8%
All executive officers and directors as a group. 2,535,709 84.5%
<FN>
__________
* Less than 1% of outstanding Common Shares.
(1) Unless otherwise noted, all addresses are in care of the Company at 2701
Kent Avenue, West Lafayette, Indiana 47906.
(2) Includes (i) 252,309 Common Shares beneficially owned by Candice B.
Kissinger, the wife of Dr. Kissinger, including 18,057 Common Shares issuable
upon the exercise of options granted to Mrs. Kissinger under the 1990 Employee
Option Plan which are exercisable within 60 days of November 24, 1997; (ii)
595,904 Common Shares owned jointly by Dr. and Mrs. Kissinger; and (iii) 54,172
Common Shares issuable upon the exercise of outstanding options granted to Dr.
Kissinger under the 1990 Employee Option Plan which are exercisable within 60
days of November 24, 1997.
(3) Includes (i) 68,686 Common Shares owned jointly by Dr. Shoup and his
wife and (ii) 24,829 Common Shares issuable upon the exercise of options under
the 1990 Employee Option Plan exercisable within 60 days of November 24, 1997.
(4) Includes 417,400 Common Shares beneficially owned by Peter T. Kissinger,
including 54,172 Common Shares issuable upon the exercise of options granted to
Dr. Kissinger under the 1990 Employee Option Plan exercisable within 60 days of
November 24, 1997; (ii) 595,904 Common Shares owned jointly by Dr. and Mrs.
Kissinger; and (iii) 18,057 Common Shares beneficially owned by Mrs. Kissinger
issuable upon the exercise of options under the 1990 Employee Option Plan
exercisable within 60 days of November 24, 1997.
(5) Includes 53,089 Common Shares owned jointly by Mr. Baitinger and his
wife.
(6) Includes 27,086 Common Shares issuable upon the exercise of outstanding
options granted to Mr. Campbell under the 1990 Director Option Plan which are
exercisable within 60 days of November 24, 1997.
(7) Mr. Hiatt is a general partner of Middlewest Management Company, L.P.,
which is the general partner of Middlewest Ventures II, L.P., and accordingly
may be attributed beneficial ownership of the Common Shares owned by Middlewest
Ventures II, L.P. The other general partner of Middlewest Management Company,
L.P. is Marcey Shockey. Mr. Hiatt disclaims beneficial ownership of the Common
Shares beyond his ownership interest in Middlewest Management Company, L.P. The
address of Middlewest Ventures II, L.P. is 201 N. Illinois, Suite 300,
Indianapolis, Indiana 46204.
(8) Mr. Mulligan is a general partner of Primus Venture Partners Limited
Partnership, which, together with Primus Advisors, Inc., is the general partner
of Primus Management II. Primus Management II is the general partner of Primus
Capital Fund II, L.P. Accordingly, Mr. Mulligan may be attributed beneficial
ownership of the Common Shares owned by Primus Capital Fund II, L.P. The other
general partners of Primus Venture Partners Limited Partnership are James T.
Bartlett, Jonathan E. Dick, Kevin J. McGinly and Loyal W. Wilson. Mr. Mulligan
disclaims beneficial ownership of the Common Shares beyond his ownership
interest in Primus Venture Partners Limited Partnership. The address of Primus
Capital Fund II, L.P. is 1375 E. Ninth Street, Suite 2700, Cleveland, Ohio
44114.
(9) Includes 172,270 Common Shares owned jointly by Mr. Winograd and his
wife. The address of Mr. Winograd is RR1 Box 49F, Spring Mills, Pennsylvania
16875.
</TABLE>
<PAGE>
1. ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provided for no fewer than seven and no greater
than nine directors, each of whom is elected for a one-year term. The terms
of all incumbent directors will expire at the Annual Meeting. The Board of
Directors has nominated all of the current directors for reelection at the
Annual Meeting. The directors nominated for reelection are: Peter T.
Kissinger, Ronald E. Shoup, William E. Baitinger, Michael K. Campbell, Thomas
A. Hiatt, John A. Kraeutler, William C. Mulligan and W. Leigh Thompson
(collectively, the "Nominated Directors").
Unless authority to vote for the Nominated Directors is withheld, the
accompanying proxy will be voted FOR the election of the Nominated Directors.
However, the persons designated as proxies reserve the right to cast votes for
another person designated by the Board of Directors in the event any Nominated
Director will be unable or unwilling to serve. Proxies will not be voted for
more than nine nominees. Those nominees receiving at least a majority of the
votes eligible to be cast will be elected to the Board of Directors.
<TABLE>
<CAPTION>
The directors of the Company as of November 24, 1997 are as follows:
<S> <C> <C> <C> <C>
SERVED AS
DIRECTOR
NAME. . . . . . . . . . . AGE POSITION SINCE TERM OF SERVICE
Peter T. Kissinger, Ph.D. 52 Chairman of the Board; President; 1974 1998
Chief Executive Officer
Ronald E. Shoup, Ph.D.. . 45 President, Research Services Unit; 1991 1998
Vice President, Research and
Development; Director
Candice B. Kissinger. . . 45 Vice President, International 1978 1998
Marketing; Secretary
William E. Baitinger. . . 64 Director 1979 1998
Michael K. Campball . . . 46 Director 1991 1998
Thomas A. Hiatt . . . . . 49 Director 1991 1998
John A. Kraeutler . . . . 49 Director 1997 1998
William C. Mulligan . . . 43 Director 1991 1998
W. Leigh Thompson, Ph.D.. 59 Director 1997 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
The executive officers of the Company as of November 24, 1997 are as follows:
<S> <C> <C> <C>
NAME. . . . . . . . . . . AGE POSITION SERVED AS OFFICER SINCE
Peter T. Kissinger, Ph.D. 52 Chairman of the Board; 1974
President; Chief Executive
Officer
Ronald E. Shoup, Ph.D.. . 45 President, Research Services 1983
Unit; Vice President, Research
and Development; Director
Craig S. Bruntlett, Ph.D. 48 Vice President, Electrochemical 1992
Products
Donnie A. Evans . . . . . 51 Vice President, Engineering 1988
Stephen Geary, Ph.D . . . 56 Vice President, United States 1992
Sales and Marketing
Candice B. Kissinger. . . 45 Vice President, International 1981
Marketing; Secretary and
Director
Lina L. Reeves-Kerner . . 47 Vice President, Human 1995
Resources
Michael P. Silvon, Ph.D . 50 Vice President, Business 1997
Development
Denise M. Wallworth, Ph.D 44 Managing Director, BAS 1995
Technicol, Ltd.
Douglas P. Wieten . . . . 36 Chief Financial Officer, 1992
Controller and Treasurer
</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Except as described below, the principal occupations of the directors
have not changed during the past five years.
PETER T. KISSINGER, PH.D. founded the Company in 1974 and has served as
its Chairman, President and Chief Executive Officer since 1974. He is also a
part-time Professor of Chemistry at Purdue University where he has been
teaching since 1975. Dr. Kissinger has a Bachelor of Science degree in
Analytical Chemistry from Union College and a Doctorate in Analytical
Chemistry from the University of North Carolina.
RONALD E. SHOUP, PH.D. has been Vice President, Research and Development
since 1983 and President of the Company's research services unit, BAS
Analytics, since 1990. Dr. Shoup has been instrumental in developing many of
the Company's chromatographic applications. Dr. Shoup has a Bachelor of
Science degree in Chemistry and Mathematics, and a Ph.D. in Analytical
Chemistry from Purdue University.
CRAIG S. BRUNTLETT, PH.D. has been Vice President, Electrochemical
Products since 1992 and is responsible for sales, marketing and development of
the Company's electrochemical products. From 1980 to 1990, Dr. Bruntlett was
Director of New Product Development for the Company. Dr. Bruntlett has a
Bachelor of Arts degree in Chemistry and Mathematics from St. Cloud State
University in Minnesota and a Ph.D. in Chemistry from Purdue University.
DONNIE A. EVANS was the Company's first full-time employee beginning as
an electronics engineer in 1978. Since January of 1988, he has been Vice
President, Engineering Services.
STEPHEN GEARY, PH.D. has been Vice President, United States Sales and
Marketing since January 1992. Dr. Geary is responsible for the sales efforts
of the Company's clinical products. Dr. Geary has a Bachelor of Science degree
in Biology and Chemistry from Tufts University, a Masters of Science degree in
Biology from the University of New Hampshire and a Ph.D. in Biochemistry from
Syracuse University.
CANDICE B. KISSINGER has been Vice President, International Sales and
Marketing since July 1981. Mrs. Kissinger developed the Company's
international distribution network and is responsible for managing the
Company's advertising activities. Mrs. Kissinger has a Bachelor of Science
degree in Microbiology from Ohio Wesleyan University and a Masters of Science
degree in Food Science from the University of Massachusetts. Mrs. Kissinger is
the wife of Dr. Peter T. Kissinger.
LINA L. REEVES-KERNER has been Vice President, Human Resources since 1995
and is responsible for the administrative support functions of the Company,
including shareholder relations, human resources and community relations. From
1980 to 1990 Ms. Reeves-Kerner served as an Administrative Assistant at the
Company. Ms. Reeves-Kerner has a Bachelor of Science degree in Business
Administration from Indiana Wesleyan University.
MICHAEL P. SILVON, PH.D. has been Vice President, Business Development
since March 1997. From August 1996 until January 1997, Dr. Silvon was Manager,
Technical Services for Great Lakes Chemical responsible for commercial
technical support. From December 1994 until August 1996, Dr. Silvon was a
self-employed consultant advising various companies on technical business
management. From October 1993 until December 1994, Dr. Silvon was Vice
President Sales and Marketing at Hi-Port, Inc., a custom formulations and
packaging firm in Houston, Texas. Prior to that period, Dr. Silvon was a
Regional Business Manager-Americas for the Fine Chemicals Business of Imperial
Chemical Industries, PLC/Zeneca, responsible for outsourcing the needs of many
major pharmaceutical companies with key raw materials. Dr. Silvon has his
Bachelor in Science degree in Chemistry from Loyola University of Chicago, a
Ph.D. in Chemistry from the University of Vermont and a Masters in Business
Administration from Sacred Heart University.
DENISE M. WALLWORTH, PH.D. has been Managing Director, BAS Technicol,
Ltd. since March 1995 and is responsible for the Company's operations in the
United Kingdom. Prior to that time she was Managing Director of Technicol
Ltd., which was acquired by the Company in March 1995. Dr. Wallworth has a
Bachelor of Science degree in Chemistry and a Doctorate in Organic Chemistry
from the University of Manchester Institute of Science Technology.
DOUGLAS P. WIETEN has been Chief Financial Officer since September 1997,
corporate Controller since February 1992 and Treasurer since March 1997 and is
a certified public accountant. Prior to that time, Mr. Wieten worked at Ernst
& Whinney (now Ernst & Young LLP), where he had been employed since 1984. Mr.
Wieten has a Bachelor of Science degree in Accounting from Butler University.
WILLIAM E. BAITINGER has served as a director of the Company since 1979.
Mr. Baitinger has been Director of Technology Transfer at Purdue University
since 1988, responsible for all aspects of the program. Mr. Baitinger has a
Bachelor of Science degree in Chemistry and Physics from Marietta College and
a Masters of Science degree in Chemistry from Purdue University.
MICHAEL K. CAMPBELL has served as a director of the Company since 1991.
Mr. Campbell has been the President and Chief Executive Officer of Powerway,
Inc., a software company, since January 1993. From January 1992 until January
1993, Mr. Campbell was Chief Financial Officer of Hurco Companies, Inc. and
was president of Hurco Manufacturing, its largest division. Mr. Campbell has a
Bachelor of Science degree in accounting from the University of Southern
Indiana.
THOMAS A. HIATT has served as a director of the Company since 1991. Mr.
Hiatt has been general partner of Middlewest Ventures, a venture capital firm,
since 1986. Mr. Hiatt has a Bachelor of Arts degree in Political Science from
Wabash College and a Master of Science degree in Management from the
Massachusetts Institute of Technology. Mr. Hiatt is also a director of Fifth
Third Bank of Central Indiana, Isolab, Inc., PackageNet, Inc. and Powerway,
Inc.
JOHN A. KRAEUTLER has served as a director of the Company since January
1997. Mr. Kraeutler has been President and Chief Operating Officer of Meridian
Diagnostics, Inc. since August 1992 and is also a director. Prior to that
time, Mr. Kraeutler was Executive Vice President and Chief Operating Officer
of Meridian Diagnostics, Inc. Mr. Kraeutler has a Bachelor of Science degree
in Biology from Fairleigh Dickinson University and a Masters of Science degree
in Biology and a Masters in Business Administration from Seton Hall
University.
WILLIAM C. MULLIGAN has served as a director of the Company since 1991.
Mr. Mulligan has been the managing director of Primus Venture Partners, a
venture capital firm, since January 1992. Mr. Mulligan has a Bachelor of Arts
degree in Economics from Denison University and a Masters in Business
Administration from the University of Chicago. Mr. Mulligan is also a director
of Universal Electronics.
W. LEIGH THOMPSON, PH.D., M.D., has served as a director of the Company
since January 1997. Since 1995, Dr. Thompson has been the chief executive
officer of Profound Quality Resources, Inc., a world-wide scientific
consulting firm. Prior to 1995, Dr. Thompson held various positions at Lilly
Research Laboratories. Dr. Thompson has a Bachelor of Science degree in
Biology from the College of Charleston, a Masters of Science and a Doctorate
in Pharmacology from the Medical University of South Carolina and a Medical
Doctor degree from The Johns Hopkins University. Dr. Thompson is also a
director of Chrysalis International Corporation, Corvas International, Inc.,
GeneMedicine, Inc., LLC Agreement Jolla Pharmaceutical Company, Medarex, Inc.,
Ophidian Pharmaceuticals, Inc. and Orphan Medical, Inc.
FAMILY RELATIONSHIPS
Peter T. Kissinger and Candice B. Kissinger are husband and wife. There
is no other family relationship among the directors and executive officers of
the Company.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company, other than Messrs. Hiatt
and Mulligan, receive $500 for each Board meeting attended, plus out-of-pocket
expenses incurred in connection with attendance at such meetings. Dr. Thompson
receives an additional $6,000 annually as compensation for the services he
renders as a consultant to the Company. Directors who are employees of the
Company do not receive any additional compensation for their services as
directors.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Compensation and Incentive Stock Option Committee of the Board of
Directors (the "Compensation Committee") is comprised of Peter T. Kissinger,
Thomas A. Hiatt, John A. Kraeutler and William C. Mulligan.
The responsibilities of the Compensation Committee include making
recommendations to the Board of Directors with respect to: compensation
arrangements for the executive officers of the Company; policies relating to
salaries and job descriptions; insurance programs; and benefit programs of the
Company, including its retirement plans. The Compensation Committee
administers the 1990 and 1997 Employee Incentive Stock Option Plans and the
1990 and 1997 Outside Director Stock Option Plans. The Compensation Committee
met one time during fiscal 1997.
The Audit Committee of the Board of Directors is comprised of William E.
Baitinger, Michael K. Campbell and William C. Mulligan. The Audit Committee
reviews with the auditors the scope of the audit work performed, any questions
arising in the course of such work and inquiries as to other pertinent matters
such as internal accounting controls, financial reporting, security and
personnel staffing. The committee met one time during fiscal 1997.
The Board of Directors has no nominating committee. The Board of
Directors will consider for nomination as directors persons recommended by
shareholders. Such recommendations must be in writing and delivered to the
Secretary, Bioanalytical Systems, Inc., 4701 Kent Avenue, West Lafayette,
Indiana 47906.
The Board of Directors met four times during fiscal 1997. No director
attended fewer than 75% of the meetings of the Board of Directors and meetings
of any committee of the Board of Directors of which he or she was a member.
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth certain information with respect to the
aggregate compensation paid during each of the last three years to the Company's President and
Chief Executive Officer and each of the other executive officers of the Company whose salary and
bonus exceeded $100,000 during the fiscal 1997 (the "Named Executive Officers").
<S> <C> <C> <C> <C>
All Other
Fiscal Year Salary Bonus Compensation
Peter T. Kissinger, Ph.D. . . . . . . . . . . . . . 1997 $85,000 $21,250 $ 25,380(1)
Chairman of the Board; President . . . . . . . . . 1996 $85,000 $ 4,250 $ 26,788(1)
and Chief Executive Officer. . . . . . . . . . . . 1995 $85,000 $21,250 $ 26,134(1)
Ronald E. Shoup, Ph.D . . . . . . . . . . . . . . . 1997 $84,254 $22,500 $ 4,850(2)
President, Research Services Unit; Vice President, 1996 $78,431 $ 3,932 $ 5,113(2)
Research and Development; Director . . . . . . . . 1995 $73,500 $18,375 $ 4,410(2)
<FN>
__________
(1) Includes $20,865 of premiums paid on a life insurance policy on the lives of Dr. Kissinger
and Mrs. Kissinger, the beneficiary of which is a trust established for their benefit, and
contributions to the Company's 401(k) plan on Dr. Kissinger's behalf.
(2) Represents contributions to the Company's 401(k) plan on Dr. Shoup's behalf.
</TABLE>
OPTIONS
The following table sets forth certain formation concerning exercisable and
unexercisable options held by the Named Executive Officers at September 30,
1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST YEAR AND
FISCAL YEAR-END OPTION VALUES
<S> <C> <C> <C> <C>
NUMBER OF SECURITIES NUMBER OF SECURITIES VALUE OF UNEXERCISED VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY IN-THE-MONEY
OPTIONS AT OPTIONS AT OPTIONS AT OPTIONS AT
SEPTEMBER 30, 1997 SEPTEMBER 30, 1997 SEPTEMBER 30, 1997(1) SEPTEMBER 30, 1997(1)
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Peter T. Kissinger, Ph.D 40,630 13,543 $ 253,125 $ 84,373
Ronald E. Shoup, Ph.D. . 20,315 4,514 $ 136,246 $ 28,845
<FN>
__________
(1) Calculated on the basis of $8.00 per share which was the initial public offering price of the Common Shares sold
to the public on November 26, 1997.
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Peter T. Kissinger, Thomas A. Hiatt, John A. Kraeutler and William C.
Mulligan served on the Compensation Committee during fiscal 1997. Dr.
Kissinger, the President and Chief Executive Officer of the Company, currently
is a member of the Compensation Committee; however, he does not participate in
decisions regarding his compensation. None of the Company's executive officers
serves as a director of, or in any compensation related capacity for,
companies with which members of the Compensation Committee are affiliated.
CERTAIN TRANSACTIONS
In 1991, Primus Capital Fund II, LP ("Primus") and Middlewest Ventures
II, LP ("Middlewest"; together with "Primus," the "Venture Funds") purchased
Redeemable Preferred Shares and Convertible Preferred Shares of the Company.
The Redeemable Preferred Shares carried an 8% cumulative dividend, and were
redeemed in accordance with their terms for an amount equal to their purchase
price in equal installments on December 31, 1995, June 30, 1996 and December
31, 1996. The Convertible Preferred Shares were purchased for an aggregate of
$1,231,000 and were converted into an aggregate of 752,399 Common Shares
immediately prior to the Company's initial public offering on November 26,
1997, of which 470,250 shares and 282,149 shares are owned by Primus and
Middlewest, respectively. The Venture Funds continue to have certain rights to
cause the Company to register the Common Shares owned by the Venture Funds
under the Securities Act for sale to the public. Additionally, the Company has
agreed to use its best efforts to cause one representative from each Venture
Fund to be elected to the Company's Board of Directors as long as the
respective Venture Fund owns more than 5% of the Company's outstanding Common
Shares. All other covenants between the Company and the Venture Funds were
terminated in connection with the conversion of the Convertible Preferred
Shares to Common Shares.
2. RATIFICATION OF SELECTION OF
CERTIFIED PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
selected Ernst & Young, L.L.P. as certified public accountants for the Company
for the fiscal year ending September 30, 1998. The Company has been advised
by such firm that neither it nor any of its associates has any direct or
material indirect financial interest in the Company.
Ernst & Young, L.L.P. acted as certified public accountants for the
Company since 1994. Representatives of Ernst & Young L.L.P. are expected to
be present at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions concerning the audits of the Company's financial
statements.
<PAGE>
3. OTHER MATTERS
As of the date of this proxy statement, the Board of Directors of the
Company has no knowledge of any matters to be presented for consideration at
the Annual Meeting other than those referred to above. If (a) any matters not
within the knowledge of the Board of Directors as of the date of this proxy
statement should properly come before the meeting; (b) a person not named
herein is nominated at the meeting for election as a director because a
nominee named herein is unable to serve or for good cause will not serve; (c)
any proposals properly omitted from this proxy statement and the form of proxy
should come before the meeting; or (d) any matters should arise incident to
the conduct of the meeting, then the proxies will be voted in accordance with
the recommendations of the Board of Directors of the Company.
By Order of the Board of Directors
/s/ Candice B. Kissinger
Candice B. Kissinger
December 17, 1997.
<PAGE>
REVOCABLE PROXY
BIOANALYTICAL SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 24, 1997
The undersigned shareholder of Bioanalytical Systems, Inc.(the "Company")
hereby appoints Peter T. Kissinger as proxy for the undersigned, to vote all
shares of the Company which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held on MONDAY, JANUARY 12, 1998,
at 10:00 a.m., at the principal executive offices of the Company, 4701 Kent
Avenue, West Lafayette, Indiana 47906, or any adjournment thereof (the
"Meeting"), in connection with all votes taken on the following proposals, all
of which were described in the Proxy Statement received by the undersigned
with the notice of the Meeting:
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C>
For Against Abstain
1. Proposal 1 - Approval of the election of the following
individuals to the Board of Directors of the Company: William
E. Baitinger, Michael K. Campbell, Thomas A. Hiatt, John A.
Kraeutler, Candice B. Kissinger, Peter T. Kissinger, William C.
Mulligan, Ronald E. Shoup, and W. Leigh Thompson
Any shareholder may withhold authority to vote for any of the
above-listed individuals by striking out the name of such
individual
2. Proposal 2 - Approval of Ernst & Young, L.L.P.
as certified public accountants for the Company for
for the fiscal year ending September 30, 1997.
</TABLE>
PRESENTLY NO OTHER BUSINESS IS SCHEDULED TO BE PRESENTED AT THE MEETING.
HOWEVER, BY SIGNING THIS PROXY YOU ARE GIVING THE HOLDER OF THIS PROXY
DISCRETIONARY AUTHORITY TO ACT IN ACCORDANCE WITH THE DIRECTION OF THE BOARD
OF DIRECTORS ON SUCH MATTERS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 WITH RESPECT TO ALL VOTES TAKEN ON SUCH PROPOSALS.
All proxies previously given by the undersigned are hereby revoked. Receipt
of the Notice of Meeting of Shareholders of the Company, the Proxy Statement,
and the Company's 1997 Annual Report is hereby acknowledged.
This Revocable Proxy may be revoked by the undersigned at any time before it
is exercised by (i) executing and delivering to the Company a later-dated
proxy, (ii) attending the Meeting and voting in person, or (iii) giving
written notice of revocation to the Secretary of the Company.
Please date this proxy and sign this proxy exactly as the name appears on your
stock certificate. If the shares are jointly held, both shareholders must
sign. If signing as attorney, executor, administrator, guardian or in any
other representative capacity, please give your full title as such.
Dated: __________________
(Signature)
Print Name
Address
(Signature)
Print Name
Address
IF SHARES ARE JOINTLY HELD, BOTH SHAREHOLDERS MUST SIGN.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE DATE,
SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
RETURN THIS PROXY CARD AS SOON AS POSSIBLE TO: Bioanalytical Systems, Inc.,
2701 Kent Avenue, West Lafayette, Indiana 47906, Attention: Candice B.
Kissinger.
