SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number 333-36429
BIOANALYTICAL SYSTEMS, INC.
(Exact name of the registrant as specified in its charter)
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INDIANA. . . . . . . . . . . . . . . . . 35-1345024
(State or other jurisdiction of. . . . . (I.R.S. Employer
incorporation or organization) . . . . . Identification No.)
2701 KENT AVENUE
WEST LAFAYETTE, IN . . . . . . . . . . . 47906
(Address of principal executive offices) (Zip code)
(765) 463-4527
(Registrant's telephone number,
including area code
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES NO X
As of January 31, 1998, 4,450,143 Common Shares of the registrant were
outstanding.
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PART I . . . . . . . . . . . . . . . . . . . . FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited):
Consolidated Balance Sheets as of September 30, 1997 and
December 31, 1997
Consolidated Statements of Income for the Three Months ended December 31, 1996 and
1997
Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1996
and 1997
Notes to Consolidated Financial Statements
Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of
Operations
PART II. . . . . . . . . . . . . . . . . . . . OTHER INFORMATION
Item 2 - Changes in Securities and Use of
Proceeds
Item 4 - Submission of Matters to a Vote of
Security Holders
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURES
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PAGE
NUMBER
PART I
Item 1 - Financial Statements (Unaudited):
3
5
7
9
Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . 10
PART II. . . . . . . . . . . . . . . . . . . . 13
Item 2 - Changes in Securities and Use of
Proceeds . . . . . . . . . . . . . . . . . . . 13
Item 4 - Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . 14
Item 6 - Exhibits and Reports on Form 8-K. . . 14
SIGNATURES . . . . . . . . . . . . . . . . . . 17
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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September 30, December 31,
1997 1997
(Note) (Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . $ 161 $ 3,667
Accounts receivable, net . . . . . . . . . . . . . . 3,014 2,759
Inventories. . . . . . . . . . . . . . . . . . . . . 1,911 1,931
Other current assets . . . . . . . . . . . . . . . . 47 62
Deferred income taxes. . . . . . . . . . . . . . . . 210 210
Total Current Assets . . . . . . . . . . . . . . . 5,343 8,629
Goodwill, less accumulated amortization of $30 and $33 210 536
Other assets . . . . . . . . . . . . . . . . . . . . . 343 272
Property and equipment:
Land and improvements. . . . . . . . . . . . . . . . 171 171
Buildings and improvements . . . . . . . . . . . . . 4,294 4,294
Machinery and equipment. . . . . . . . . . . . . . . 4,067 4,571
Office furniture and fixtures. . . . . . . . . . . . 681 749
Construction in process. . . . . . . . . . . . . . . 3,625 3,904
12,838 13,689
Less accumulated depreciation. . . . . . . . . . . . (2,803) (2,960)
10,035 10,729
Total Assets . . . . . . . . . . . . . . . . . . . . $ 15,931 $ 20,166
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . $ 1,341 $ 1,395
Income taxes payable . . . . . . . . . . . . . . . . 250 221
Accrued expenses . . . . . . . . . . . . . . . . . . 353 343
Customer advances. . . . . . . . . . . . . . . . . . 102 112
Current portion of long-term debt. . . . . . . . . . 288 166
Lines of credit 515 ---
Total current liabilities. . . . . . . . . . . . . 2,849 2,237
Long-term debt, less current portion . . . . . . . . . 5,045 286
Deferred income taxes. . . . . . . . . . . . . . . . . 1,154 1,097
Convertible Preferred Shares:
1,000,000 shares authorized;
166,667 and no shares issued
and outstanding. . . . . . . . . . . . . . . . . . 1,232 -
Shareholders equity:
Common Shares: 19,000,000 shares
authorized; 2,247,601 and 4,389,957
shares issued and outstanding . . . . . . . . . . 498 972
Additional paid-in capital . . . . . . . . . . . . . 178 10,411
Retained earnings. . . . . . . . . . . . . . . . . . 4,978 5,174
Currency translation adjustment. . . . . . . . . . . (3) (11)
Total shareholders' equity . . . . . . . . . . . . 5,651 16,546
Total liabilities and shareholders' equity . . . . $ 15,931 $ 20,166
<FN>
The balance sheet at September 30, 1997 has been derived from the audited financial
statements at that date but does not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements.
See accompanying notes.
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(Unaudited)
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Three Months Three Months
Ended Ended
December 31, December 31,
1996 1997
Product revenue . . . . . . . . . . . . . . . . . $ 2,374 $ 2,642
Services revenue. . . . . . . . . . . . . . . . . 1,142 1,688
Total revenue. . . . . . . . . . . . . . . . . 3,516 4,330
Cost of product revenue . . . . . . . . . . . . . 678 949
Cost of services revenue. . . . . . . . . . . . . 659 897
Total cost of revenue. . . . . . . . . . . . . 1,337 1,847
Gross profit. . . . . . . . . . . . . . . . . . . 2,179 2,483
Operating expenses:
Selling. . . . . . . . . . . . . . . . . . . . 1,080 1,071
Research and development . . . . . . . . . . . 364 476
General and administrative . . . . . . . . . . 388 612
Total Operating Expenses. . . . . . . . . . 1,832 2,159
Operating income. . . . . . . . . . . . . . . . . 347 324
Interest income . . . . . . . . . . . . . . . . . 3 15
Interest expense. . . . . . . . . . . . . . . . . (23) (22)
Other income (expense). . . . . . . . . . . . . . (8) 3
Gain on sale of property and equipment. . . . . . - 28
Income before income taxes. . . . . . . . . . . . 319 348
Income taxes. . . . . . . . . . . . . . . . . . . 131 152
Net income. . . . . . . . . . . . . . . . . . . . $ 188 $ 196
Net income available to common shareholders . . . $ 161 $ 196
Basic net income per common share . . . . . . . . $ .07 $ .06
Diluted net income per common and common
equivalent share . . . . . . . . . . . . . . . $ .05 $ .05
Basic weighted average common shares outstanding. $ 2,186,657 $ 3,070,505
Diluted weighted average common and common
equivalent shares outstanding. . . . . . . . . $ 3,090,447 $ 3,746,756
<FN>
See accompanying notes.
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BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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Three Months Three Months
Ended Ended
December 31, December 31,
1996 1997
Operating activities:
Net income. . . . . . . . . . . . . . . . . . . . $ 188 $ 196
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization. . . . . . . . . 161 156
Deferred income taxes. . . . . . . . . . . . . 93 (57)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . (223) 255
Inventories . . . . . . . . . . . . . . . . (98) (20)
Other assets. . . . . . . . . . . . . . . . (34) 56
Accounts payable. . . . . . . . . . . . . . (35) (96)
Income taxes payable. . . . . . . . . . . . 15 (29)
Accrued expenses and customer advances 218 ----
Net cash provided by operating activities . . . . 285 461
Investing activities:
Capital expenditures. . . . . . . . . . . . . . . (480) (850)
Payments for purchase of net assets of Vetronics,
Inc. net of cash acquired . . . . . . . . . . . . -- (176)
Net cash used by investing activities . . . . . . (480) (1,026)
Financing activities:
Borrowings of long-term debt 290 ----
Payments of long-term debt. . . . . . . . . . . . (437) (4759)
Borrowings on lines of credit --- 860
Payments on lines of credit --- (1498)
Net proceeds from initial public offering --- 9,423
Net proceeds from the exercise of stock options --- 53
Redemption of preferred shares (325) ----
Other . . . . . . . . . . . . . . . . . . . . . . (13) (8)
Net cash provided (used) by financing activities. (91) 4,071
Net increase (decrease) in cash and cash
equivalents. . . . . . . . . . . . . . . . . . (286) 3,506
Cash and cash equivalents at beginning of period. 595 161
Cash and cash equivalents at end of period. . . . 309 3,667
<FN>
See accompanying notes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF THE BUSINESS
Bioanalytical Systems, Inc. and its subsidiaries (the "Company")
manufacture scientific instruments for use in the determination of trace
amounts of organic compounds in biological, environmental and industrial
materials. The Company sells its equipment and software for use in
industrial, governmental and academic laboratories. The Company also engages
in laboratory services, consulting and research related to analytical
chemistry and chemical instrumentation. The Company's customers are located
in the United States and throughout the world.
(2) INTERIM FINANCIAL STATEMENTS PRESENTATION
The accompanying interim financial statements are unaudited and have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") regarding interim financial
reporting. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements, and therefore these consolidated financial statements
should be read in conjunction with the Company's audited consolidated
financial statements, and the notes thereto, for the year ended September 30,
1997. In the opinion of management, the consolidated financial statements for
the three month periods ended December 31, 1996 and 1997 include all normal
and recurring adjustments which are necessary for a fair presentation of the
results of the interim periods. The results of operations for the three month
period ended December 31, 1997 are not necessarily indicative of the results
for the year ending September 30, 1998.
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(3 INVENTORIES
Inventories consisted of (in thousands):
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September 30, December 31,
1997 1997
Raw materials. . $ 909 $ 918
Work in progress 278 281
Finished goods . 801 809
1,988 2,008
LIFO reserve . . (77) (77)
Total LIFO cost. $ 1,911 1,931
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(4) NET INCOME PER COMMON SHARE
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share. Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants,
and convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where necessary, restated to
conform to the Statement 128 requirements.
(5) INITIAL PUBLIC OFFERING
On November 26, 1997, the Company completed an initial public offering of
1,250,000 Common Shares at an offering price of $8.00 per share. On December
19, 1997, the underwriters exercised an option to purchase an additional
100,000 Common Shares. The net proceeds to the Company from the public
offering and the exercise of the over-allotment option by the underwriters,
after deducting the underwriting discounts and commissions and offering
expenses payable by the Company, were approximately $9.4 million. Upon the
closing of the offering, all of the Company's outstanding Convertible
Preferred Shares were converted into 752,399 Common Shares.
(6) ACQUISITION
On October 31, 1997, the Company acquired all of the outstanding capital
stock of Vetronics, Inc. ("Vetronics"), which manufactures, markets and sells,
electrocardiograph and vital sign monitors for small to midsize animals. The
total purchase price consisted of $200,000 in cash, $150,000 in notes payable
on July 1, 1998 and a contingent amount to be based upon the profitability of
sales from products manufactured by Vetronics during the next two years. The
Company believes that the addition of these products will enhance its position
as a producer of physiology instrumentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Form 10-Q may contain "forward-looking statements," within the
meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E
of the Securities Exchange Act of 1934, as amended. Those statements include,
but may not be limited to, discussions regarding the Company's intent, belief
or current expectations with respect to (i) the Company's strategic plans;
(ii) the Company's future profitability, (iii) the Company's capital
requirements; (iv) industry trends affecting the Company's financial condition
or results of operations; (v) the Company's sales or marketing plans or (vi)
the Company's growth strategy. Investors in the Company's Common Shares are
cautioned that reliance on any forward-looking statement involves risks and
uncertainties, including the risk factors contained in the Company's
Registration Statement on Form S-1, File No. 333-36429. Although the Company
believes that the assumptions on which the forward-looking statements
contained herein are reasonable, any of those assumptions could prove to be
inaccurate, and as a result, the forward-looking statements based upon those
assumptions also could be incorrect. In light of the uncertainties inherent
in any forward-looking statement, the inclusion of a forward- looking
statement herein should not be regarded as a representation by the Company
that the Company's plans and objectives will be achieved.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1996
Total revenue for the three months ended December 31, 1997 increased 23.2% to
approximately $4.3 million from approximately $3.5 million for the three
months ended December 31, 1996. The net increase of approximately $800,000
was primarily due to increased revenue from services, which increased to
approximately $1.7 million in the three months ended December 31, 1997 from
approximately $1.1 million in the three months ended December 31, 1996 as a
result of the expansion of types and volume of services provided by the
Company. During this same period, product revenue increased to approximately
$2.6 million for the three months ended December 31, 1997 from approximately
$2.4 million for the three months ended December 31, 1996 primarily as a
result of sales of a new line of physiology monitoring products acquired in
connection with the acquisition of Vetronics on October 31, 1997.
Costs of revenue increased 38.1% to approximately 1.8 million for the three
months ended December 31, 1997 from approximately $1.3 million for the three
months ended December 31, 1996. This increase of approximately $500,000 was
primarily due to the additional cost of revenue related to the services unit.
Costs of revenue for the Company's products increased to 35.9% as a percentage
of product revenue for the three months ended December 31, 1997 from 28.6% of
product revenue for the three months ended December 31, 1996, due to a change
in product mix. Costs of revenue for the Company's services decreased to
approximately 53.1% as a percentage of service revenue for the three months
ended December 31, 1997 from approximately 57.7% of services revenue for the
three months ended December 31, 1996 due to an increase in the level of
services revenue.
Selling expenses for the three months ended December 31, 1997 remained
relatively flat as compared to the three months ended December 31, 1996.
Research and development expenses for the three months ended December 31, 1997
increased 30.8% to approximately $476,000 from approximately $364,000 for the
three months ended December 31, 1996 due to the acceleration of product
development. General and administrative expenses for the three months ended
December 31, 1997 increased 57.7% to approximately $612,000 from approximately
$388,000 for the three months ended December 31, 1996, primarily as a result
of increased property taxes incurred in connection with the Company's purchase
and construction of additional facilities as well as an increased general and
administrative expenses related to the acquisition of Vetronics. The Company
also incurred expenses indirectly related to the initial public offering.
Other income (expense), net, was approximately $24,000 in the three months
ended December 31, 1997, as compared to approximately $(28,000) in the three
months ended December 31, 1996 as a result of a reduction in net interest
expense due to an increase in cash and cash equivalents resulting from the
initial public offering.
The Company's effective tax rate for the three months ended December 31, 1997
was 43.7% as compared to 41.1% for the three months ended December 31, 1996.
This increase was due in part, to operating losses from operations in the
United Kingdom for which there is no corresponding income tax deduction and to
increased state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Company had cash and cash equivalents of
approximately $3.7 million compared to cash and cash equivalents of
approximately $161,000 at September 30, 1997. The increase in cash resulted
primarily from the Company's initial public offering of Common Shares in
November of 1997.
The Company's net cash provided by operating activities was approximately
$461,000 for the three months ended December 31, 1997 as compared to
approximately $285,000 for the first three months of 1997. The positive cash
flow from operations during the three months ended December 31, 1997 was
primarily the result of net income of approximately $196,000 plus non-cash
charges of approximately $99,000 enhanced by a net decrease of approximately
$166,000 in operating assets and liabilities. The most significant decrease
in operating assets related to trade accounts receivable, which decreased to
approximately $2.8 million at December 31, 1997 from approximately $3.0
million at September 30, 1997.
Cash used by investing activities increased to approximately $1.0 million for
the three months ended December 31, 1997 from approximately $480,000 for the
three months ended December 31, 1996, primarily as a result of the Company's
construction of additional facilities. Cash provided by financing activities
for the three months ended December 31, 1997 was approximately $4.1 million
due to the initial public offering in November of 1997, partially offset by
the reduction of debt.
Total expenditures by the Company for property and equipment were
approximately $480,000 and $850,000 for the three months ended December 31,
1996 and 1997 respectively. Expenditures made in connection with the
expansion of the Company's operating facilities and purchases of laboratory
equipment account for the largest portions of these expenditures. The Company
anticipates increased levels of capital expenditures in fiscal 1998 and fiscal
1999 in connection with the renovation and construction of additional
facilities and the purchase of additional laboratory equipment. The Company
also expects to make other investments to expand its operations through
internal growth and strategic acquisitions, alliances and joint ventures.
However, the Company currently has no firm commitments for capital
expenditures other than in connection with the expansion of the Company's
facilities.
Based on its current business activities, the Company believes that cash
generated from its operations, amounts available under its existing bank lines
of credit and credit facility and the remaining net proceeds from its initial
public offering will be sufficient to fund its anticipated working capital and
capital expenditure requirements.
The Company has a million bank line of credit agreement, which expires March
1, 1998 and allows borrowings of the lesser of 50% of inventories plus 80% of
qualified accounts receivable or $2.2 million. Interest is charged at the
prime rate plus .25% (8.5% at December 31, 1997). At December 31, 1997, the
collateral base for this line of credit resulted in borrowing availability of
approximately $2.2 million. The line is not currently being utilized. The
line is collateralized by substantially all inventories and accounts
receivable. The Company has a second line of credit agreement with the same
bank for capital expenditures, which expires March 1, 1998 and allows
borrowings of the lesser 80% of capital expenditures or $1,000,000. Interest
is charged at the prime rate plus .25% (8.5% at December 31, 1997). The line
is not currently being utilized. The line is collateralized by fixed assets,
inventories and accounts receivable. The Company has entered into
negotiations with the bank to increase the amounts available under these lines
of credit and extend the expiration dates, although there can be no assurance
that such negotiations will be successful.
During 1996, the Company entered into a credit facility for up to $5.0 million
for the purchase and renovation of an adjacent building. This debt was
repaid from the proceeds of the initial public offering in November of 1997.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENT
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share. Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants,
and convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where necessary, restated to
conform to the Statement 128 requirements.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
The Company's Registration Statement on Form S-1, File Number 333-36429,
registering 1,437,500 of the Company's authorized but unissued Common Shares
under the Securities Act of 1933, as amended, was declared effective by the
SEC on November 24, 1997 and the public offering of 1,350,000 Common Shares
commenced thereafter. The managing underwriters for the offering were Roney &
Co. and The Ohio Co. The Company sold 1,350,000 Common Shares with an
aggregate offering price of $10,800,000. If the Company had sold all of the
Common Shares registered the aggregate offering price would have been
$11,500,000.
The net proceeds received by the Company from the offering were $9,423,000
after deducting expenses paid by the Company of $1,377,000 consisting of
$756,000 for underwriting discounts and commissions and $621,000 for legal,
accounting and printing fees.
As of December 31, 1997, the Company had used approximately $6,300,000 of
the net proceeds from the offering to repay indebtedness. The balance of the
net proceeds, or approximately $3,100,000, was invested in money market funds.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
On October 23, 1997, the Company held a special meeting of its
shareholders. At this meeting, the shareholders approved (i) the Second
Amended and Restated Articles of Incorporation of the Company (the
"Articles"), which, among other things, increased the number of authorized
Common and Preferred Shares, and (ii) the Bioanalytical Systems, Inc. 1997
Incentive Stock Option Plan (the "Plan"), which, among other things increased
the number of Common Shares reserved for issuance upon the exercise of
options. Both the Articles and the Plan were approved in the form approved by
the Board of Directors and filed as exhibits to the Company's Registration
Statement on Form S-1. Of the 497,875 Common Shares outstanding as of the
record date for the meeting, 452,302 shares were voted in favor of both the
Articles and the Plan and 45,573 shares abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Second Amended and Restated Articles of Incorporation of
Bioanalytical Systems, Inc.
3.2 Second Restated Bylaws of Bioanalytical Systems, Inc.
4.1 Specimen Certificate for Common Shares (Incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-1, Registration
No. 33-36429)
10.1 Form of Employee Confidentiality Agreement (Incorporated
by reference to Exhibit 10.1 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director Stock Option
Plan (Incorporated by reference to Exhibit 10.2 to Registration Statement on
Form S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside Director Stock
Option Agreement (Incorporated by reference to Exhibit 10.3 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee Incentive Stock
Option Plan (Incorporated by reference to Exhibit 10.4 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990 Employee
Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.5
to Registration Statement on Form S-1, Registration No. 333-36429).
10.6 Letter Loan Agreement by and between Bioanalytical
Systems, Inc. and Bank One, Indiana, N.A., dated April 15, 1997.
(Incorporated by reference to Exhibit 10.11 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.7 Promissory Note for $2,200,000 executed by Bioanalytical
Systems, Inc. in favor of Bank One, Indiana, N.A. dated May 9, 1997
(Incorporated by reference to Exhibit 10.12 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.8 Indemnifying Mortgage by and between Bioanalytical
Systems, Inc. and Bank One, Lafayette, N.A. dated January 23, 1987.
(Incorporated by reference to Exhibit 10.14 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.9 Real Estate Mortgage by and between Bioanalytical Systems,
Inc. and Bank One, Lafayette, N.A., dated July 19, 1996 (Incorporated by
reference to Exhibit 10.15 to Registration Statement on Form S-1, Registration
No. 333-36429).
10.10 Security Agreement by and between Bioanalytical Systems,
Inc. and Bank One, Lafayette, N.A., dated August 22, 1996 (Incorporated by
reference to Exhibit 10.17 to Registration Statement on Form S-1, Registration
No. 333-36429).
10.11 Master Lease Agreement by and between Bioanalytical
Systems, Inc. and Bank One Leasing Corporation dated November 9, 1994
(Incorporated by reference to Exhibit 10.18 to Registration Statement on Form
S-1, Registration No. 333-36429).
10.12 Financing Lease by and between Bioanalytical Systems,
Inc. and Bank One Leasing Corporation, dated November 9, 1994 (Incorporated by
reference to Exhibit 10.19 to Registration Statement on Form S-1, Registration
No. 333-36429).
10.13 Letter Loan Agreement by and between by and between
Bioanalytical Systems, Inc. and Bank One, Indiana N.A., dated September 22,
1997 for up to a $1,000,000 non-revolving line of credit to support capital
expenditures (Incorporated by reference to Exhibit 10.21 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.14 Note for $1,000,000 executed by Bioanalytical Systems,
Inc. in favor of Bank One, Indiana N.A. dated September 22, 1997 (Incorporated
by reference to Exhibit 10.22 to Registration Statement on Form S-1,
Registration No. 333-36429).
10.15 Credit Agreement by and between Bioanalytical Systems,
Inc. and Bank One, Indiana, N.A., dated July 24, 1997 (Incorporated by
reference to Exhibit 10.23 to Registration Statement on Form S-1, Registration
No. 333-36429).
10.16 Credit Agreement by and between Bioanalytical Systems,
Inc. and Bank One, Indiana, N.A., dated August 30, 1996 (Incorporated by
reference to Exhibit 10.24 to Registration Statement on Form S-1, Registration
No. 333-36429).
10.17 Bioanalytical Systems, Inc. 1997 Employee Incentive Stock
Option Plan (Incorporated by reference to Exhibit 10.26 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.18 Form of Bioanalytical Systems, Inc. 1997 Employee
Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.27
to Registration Statement on Form S-1, Registration No. 333-36429).
10.19 1997 Bioanalytical Systems, Inc. Outside Director Stock
Option Plan (Incorporated by reference to Exhibit 10.28 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.20 Form of Bioanalytical Systems, Inc. 1997 Outside Director
Stock Option Agreement (Incorporated by reference to Exhibit 10.29 to
Registration Statement on Form S-1, Registration No. 333-36429).
11.1 Statement Regarding Computation of Per Share Earnings.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No report on Form 8-K was filed during the quarter for which this
report was filed.
<PAGE>
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 thereunto duly authorized:
BIOANALYTICAL SYSTEMS, INC.
By /s/ PETER T. KISSINGER
Peter T. Kissinger
President and Chief Executive Officer
Date: February 13, 1998
By /s/ DOUGLAS P. WIETEN
Douglas P. Wieten
Chief Financial Officer,
Treasurer and Controller
(Principal Financial and Accounting Officer)
Date: February 13, 1998
<PAGE>
<TABLE>
<CAPTION>
BIOANALYTICAL SYSTEMS, INC.
FORM 10-Q
INDEX TO EXHIBITS
<S> <C> <C>
Number
Assigned in . . Exhibit
Regulation S-K. Number Description of Exhibit
Item 601
(2) No Exhibit.
(3) . . . . . . 3.1 Second Amended and Restated Articles of
Incorporation of Bioanalytical Systems, Inc.
3.2 Second Restated Bylaws of Bioanalytical
Systems, Inc.
(4) . . . . . . 4.1 Specimen Certificate for Common Shares
(Incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-1,
Registration No. 33-36429)
4.2 See Exhibits 3.1 and 3.2
(10). . . . . . 10.1 Form of Employee Confidentiality Agreement
(Incorporated by reference to Exhibit 10.1 to
Registration Statement on Form S-1,
Registration No. 333-36429).
10.2 Bioanalytical Systems, Inc. Outside Director
Stock Option Plan (Incorporated by reference
to Exhibit 10.2 to Registration Statement on
Form S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside
Director Stock Option Agreement
(Incorporated by reference to Exhibit 10.3 to
Registration Statement on Form S-1,
Registration No. 333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee
Incentive Stock Option Plan (Incorporated
by reference to Exhibit 10.4 to Registration
Statement on Form S-1, Registration No.
333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990
Employee Incentive Stock Option Agreement
(Incorporated by reference to Exhibit 10.5 to
Registration Statement on Form S-1,
Registration No. 333-36429).
10.6 Letter Loan Agreement by and between
Bioanalytical Systems, Inc. and Bank One,
Indiana, N.A., dated April 15, 1997.
(Incorporated by reference to Exhibit 10.11
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.7 Promissory Note for $2,200,000 executed by
Bioanalytical Systems, Inc. in favor of Bank
One, Indiana, N.A. dated May 9, 1997
(Incorporated by reference to Exhibit 10.12
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.8 Indemnifying Mortgage by and between
Bioanalytical Systems, Inc. and Bank One,
Lafayette, N.A. dated January 23, 1987.
(Incorporated by reference to Exhibit 10.14
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.9 Real Estate Mortgage by and between
Bioanalytical Systems, Inc. and Bank One,
Lafayette, N.A., dated July 19, 1996
(Incorporated by reference to Exhibit 10.15
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.10 Security Agreement by and between
Bioanalytical Systems, Inc. and Bank One,
Lafayette, N.A., dated August 22, 1996
(Incorporated by reference to Exhibit 10.17
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.11 Master Lease Agreement by and between
Bioanalytical Systems, Inc. and Bank One
Leasing Corporation dated November 9, 1994
(Incorporated by reference to Exhibit 10.18
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.12 Financing Lease by and between Bioanalytical
Systems, Inc. and Bank One Leasing
Corporation, dated November 9, 1994
(Incorporated by reference to Exhibit 10.19
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.13 Letter Loan Agreement by and between by
and between Bioanalytical Systems, Inc. and
Bank One, Indiana N.A., dated September 22,
1997 for up to a $1,000,000 non-revolving
line of credit to support capital expenditures
(Incorporated by reference to Exhibit 10.21
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.14 Note for $1,000,000 executed by
Bioanalytical Systems, Inc. in favor of Bank
One, Indiana N.A. dated September 22, 1997
(Incorporated by reference to Exhibit 10.22
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.15 Credit Agreement by and between
Bioanalytical Systems, Inc. and Bank One,
Indiana, N.A., dated July 24, 1997
(Incorporated by reference to Exhibit 10.23
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.16 Credit Agreement by and between
Bioanalytical Systems, Inc. and Bank One,
Indiana, N.A., dated August 30, 1996
(Incorporated by reference to Exhibit 10.24
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.17 Bioanalytical Systems, Inc. 1997 Employee
Incentive Stock Option Plan (Incorporated by
reference to Exhibit 10.26 to Registration
Statement on Form S-1, Registration No. 333-36429).
10.18 Form of Bioanalytical Systems, Inc. 1997
Employee Incentive Stock Option Agreement
(Incorporated by reference to Exhibit 10.27
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.19 1997 Bioanalytical Systems, Inc. Outside
Director Stock Option Plan (Incorporated by
reference to Exhibit 10.28 to Registration
Statement on Form S-1, Registration
No. 333-36429).
10.20 Form of Bioanalytical Systems, Inc. 1997
Outside Director Stock Option Agreement
(Incorporated by reference to Exhibit 10.29
to Registration Statement on Form S-1,
Registration No. 333-36429).
(11). . . . . . 11.1 Statement Regarding Computation of Per
Share Earnings.
(12) No Exhibit
(13) No Exhibit
(15) No Exhibit
(18) No Exhibit
(19) No Exhibit
(22) No Exhibit
(23) No Exhibit
(24) No Exhibit
(27). . . . . . 27.1 Financial Data Schedule
(99) No Exhibit
</TABLE>
<PAGE>
EXHIBIT 3.1
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BIOANALYTICAL SYSTEMS, INC.
This corporation ("Corporation") is governed by the applicable provisions
of the Indiana Business Corporation Law ("Act").
ARTICLE I
Name
The name of the Corporation is Bioanalytical Systems, Inc.
ARTICLE II
Shares
Section 2.1. Number. The total number of shares which the Corporation is
authorized to issue is 20 million shares.
Section 2.2. Classes. There shall be two classes of shares of the
Corporation. One class shall be designated as "Common Shares" and shall
consist of 19 million of the authorized shares, and the other class shall be
designated as "Preferred Shares", and shall consist of one million of the
authorized shares.
Section 2.3. Relative Rights, Preferences, Limitations and Restrictions
of Shares.
(a) Common Shares. Except to the extent granted to the Preferred
Shares, the Common Shares shall have all of the rights accorded to shares
under the Act including but not limited to voting rights and all rights to
distribution of the net assets of the Corporation upon dissolution.
(b) Preferred Shares. By amendment of these Second Restated Articles
of Incorporation in the manner provided in the Act, the Preferred Shares shall
have such preferences, limitations, restrictions and relative voting and other
rights as may be determined, in whole or in part, by the Board of Directors
prior to the issuance thereof.
Section 2.4. Voting Rights of Common Shares. Each holder of Common
Shares shall be entitled to one vote for each share owned of record on the
books of the Corporation on each matter submitted to a vote of the holders of
Common Shares.
ARTICLE III
Registered Office and Registered Agent
Section 3.1. Registered Office. The street address of the Corporation's
registered office is 2701 Kent Avenue, West Lafayette, Indiana 47906.
Section 3.2. Registered Agent. The name of the Corporation's registered
agent at such registered office is Peter T. Kissinger.
ARTICLE IV
Board of Directors
Section 4.1. Number, Terms. The total number of directors shall be that
specified in or fixed in accordance with these Second Restated Articles of
Incorporation or in the By-Laws. In the absence of a provision in the By-Laws
specifying the number of directors or setting forth the manner in which such
number shall be fixed, the number of directors shall be nine. The By-Laws may
provide for staggering the terms of directors into two or three groups in the
manner provided in the Act.
Section 4.2. Election by Voting Groups. The terms of Preferred Shares
may provide for the election of one or more directors by the holders of Common
Shares and/or by the holders of one or more series of Preferred Shares.
Section 4.3. Removal of Directors. One or more directors may be removed
with or without cause by the vote of the holders of a majority of the
outstanding Common Shares, subject to any limitation on the removal of
directors contained in the terms of Preferred Shares.
ARTICLE V
Indemnification
Section 5.1. General. The Corporation shall, to the fullest extent to
which it is empowered to do so by the Act, or any other applicable law, as
from time to time in effect, indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal, by reason of the fact that he or she is or was
a Director, Officer, employee or agent of the Corporation, or who, while
serving as such Director, Officer, employee or agent of the Corporation, is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, whether for profit or not,
against expenses (including counsel fees), judgments, settlements, penalties
and fines (including excise taxes assessed with respect to employee benefit
plans) actually or reasonably incurred by him in accordance with such action,
suit or proceeding, if he acted in good faith and in a manner he reasonably
believed, in the case of conduct in his official capacity, was in the best
interests of the Corporation, and in all other cases, was not opposed to the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, he either had reasonable cause to believe his conduct was lawful
or no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not meet the prescribed standard of
conduct.
Section 5.2. Authorization of Indemnification. To the extent that a
Director, Officer, employee or agent of the Corporation has been successful,
on the merits or otherwise, in the defense of any action, suit or proceeding
referred to in Section 5.1 of this Article V, or in the defense of any claim,
issue or matter therein, the Corporation shall indemnify that person against
expenses (including counsel fees) actually and reasonably incurred by that
person in connection therewith. Any other indemnification under Section 5.1 of
this Article V (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case, upon a determination that
indemnification of the Director, Officer, employee or agent is permissible in
the circumstances because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Board of Directors by a majority vote
of a quorum consisting of Directors who were not at the time parties to such
action, suit or proceeding; or (b) if a quorum cannot be obtained under
subdivision (a), by a majority vote of a committee duly designated by the
Board of Directors (in which designation Directors who are parties may
participate), consisting solely of two (2) or more Directors not at the time
parties to such action, suit or proceeding; or (c) by special legal counsel:
(i) selected by the Board of Directors or its committee in the manner
prescribed in subdivision (a) or (b), or (ii) if a quorum of the Board of
Directors cannot be obtained under subdivision (a) and a committee cannot be
designated under subdivision (b), selected by a majority vote of the full
Board of Directors (in which selection Directors who are parties may
participate), or (iii) by the Shareholders, but shares owned by or voted under
the control of Directors who are at the time parties to such action, suit or
proceeding may not be voted on the determination.
Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subdivision
(c) to select counsel.
Section 5.3. Good Faith Defined. For purposes of any determination under
Section 5.1 of this Article V, a person shall be deemed to have acted in good
faith and to have otherwise met the applicable standard of conduct set forth
in Section 5.1 if his action is based on information, opinions, reports or
statements, including financial statements and other financial data, if
prepared or presented by (a) one or more Officers or employees of the
Corporation or another enterprise whom he reasonably believes to be reliable
and competent in the matters presented; (b) legal counsel, public accountants,
appraisers or other persons as to matters he reasonably believes are within
the person's professional or expert competence; or (c) a committee of the
Board of Directors of the Corporation or another enterprise of which the
person is not a member if he reasonably believes the committee merits
confidence. The term "another enterprise" as used in this Section 5.3 shall
mean any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which the person is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee
or agent. The provisions of this Section 5.3 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standards of conduct set forth in Section
5.1 of this Article V.
Section 5.4. Payment of Expenses in Advance. Expenses incurred in
connection with any civil or criminal action, suit or proceeding may be paid
for or reimbursed by the Corporation in advance of the final disposition of
such action, suit or proceeding, as authorized in the specific case in the
same manner described in Section 5.2 of this Article V, upon receipt of a
written affirmation of the Director, Officer, employee or agent's good faith
belief that he has met the standard of conduct described in Section 5.1 of
this Article V and upon receipt of a written undertaking by or on behalf of
the Director, Officer, employee or agent to repay such amount if it shall
ultimately be determined that he did not meet the standard of conduct set
forth in Section 5.1 of this Article V, and a determination is made that the
facts then known to those making the determination would not preclude
indemnification under this Article V.
Section 5.5. Provisions Not Exclusive. The indemnification provided by
this Article V shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under these Articles, the
Corporation's Amended and Restated Bylaws, any resolution of the Board of
Directors or Shareholders, any other authorization, whenever adopted, after
notice, by a majority vote of all voting stock then outstanding, or any
contract, both as to action in his official capacity and as to action in
another capacity while holding that office, and shall continue as to a person
who has ceased to be a Director, Officer, employee or agent, and shall inure
to the benefit of the heirs, executors and administrators of that person.
Section 5.6. Vested Right to Indemnification. The right of any
individual to indemnification under this Article V shall vest at the time of
occurrence or performance of any event, act or omission giving rise to any
action, suit or proceeding of the nature referred to in Section 5.1 of this
Article V and, once vested, shall not later be impaired as a result of any
amendment, repeal, alteration or other modification of any or all of these
provisions. Notwithstanding the foregoing, the indemnification afforded under
this Article V shall be applicable to all alleged prior acts or omissions of
any individual seeking indemnification hereunder, regardless of the fact that
such alleged acts or omissions may have occurred prior to the adoption of this
Article V. To the extent such prior acts or omissions cannot be deemed to be
covered by this Article V, the right of any individual to indemnification
shall be governed by the indemnification provisions in effect at the time of
the prior acts or omissions.
Section 5.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, employee
or agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
Director, Officer, employee or agent, whether or not the Corporation would
have power to indemnify the individual against the same liability under this
Article V.
Section 5.8. Additional Definitions. For purposes of this Article V,
references to the "Corporation" shall include any domestic or foreign
predecessor entity of the Corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.
For purposes of this Article V, "serving an employee benefit plan at the
request of the Corporation" shall include any service as a Director, Officer,
employee or agent of the Corporation which imposes duties on, or involves
services by that Director, Officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries. A person who acted
in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interest of
the Corporation" referred to in this Article V.
For purposes of this Article V, "party" includes any individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding, or
who is threatened to be made a named defendant or respondent in any action,
suit or proceeding.
For purposes of this Article V, "official capacity," when used with
respect to a Director, shall mean the position of director of the Corporation;
and when used with respect to an individual other than a Director, shall mean
the office in the Corporation held by the Officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the Corporation.
"Official capacity" does not include service for any other foreign or
domestic corporation or any partnership, joint venture, trust, employee
benefit plan, or other enterprise, whether for profit or not.
Section 5.9. Payments a Business Expense. Any payments made to any
indemnified party under this Article V under any other right to
indemnification shall be deemed to be an ordinary and necessary business
expense of the Corporation, and payment thereof shall not subject any person
responsible for the payment, or the Board of Directors, to any action for
corporate waste or to any similar action.
<PAGE>
EXHIBIT 3.2
SECOND RESTATED BYLAWS OF
BIOANALYTICAL SYSTEMS, INC.
ARTICLE I
Records Pertaining to Share Ownership
Section 1. Recognition of Shareholders. Bioanalytical Systems, Inc.
(the "Corporation") is entitled to recognize a person registered on its books
as the owner of shares of the Corporation as having the exclusive right to
receive dividends and to vote those shares, notwithstanding any other person's
equitable or other claim to, or interest in, those shares.
Section 2. Transfer of Shares. Shares are transferable only on the
books of the Corporation, subject to any transfer restrictions imposed by the
Articles of Incorporation, these Bylaws, or an agreement among shareholders
and the Corporation. Shares may be so transferred upon presentation of the
certificate representing the shares, endorsed by the appropriate person or
persons, and accompanied by (a) reasonable assurance that those endorsements
are genuine and effective, and (b) a request to register the transfer.
Transfers of shares are otherwise subject to the provisions of the Indiana
Business Corporation Law (the "Act"), Article 8 of the Indiana Uniform
Commercial Code and federal securities laws.
Section 3. Certificates. Each shareholder is entitled to a certificate
signed (manually or in facsimile) by the President or a Vice President and the
Secretary or an Assistant Secretary, setting forth (a) the name of the
Corporation and that it was organized under Indiana law, (b) the name of the
person to whom issued, (c) the number, class, and series of shares
represented, and (d) a conspicuous statement that the Corporation will furnish
to the holder of the certificate on request, in writing, and without charge, a
summary of the designations, relative rights, preferences, and limitations
applicable to each such class of shares, and the variations in rights,
preferences, and limitations determined for each series within a class (and
the authority of the Board of Directors to determine variations for future
series). The Board of Directors shall prescribe the form of the certificate.
Section 4. Lost or Destroyed Certificates. A new certificate may be
issued to replace a lost or destroyed certificate. Unless waived by the Board
of Directors, the shareholder in whose name the certificate was issued shall
make an affidavit or affirmation of the fact that the certificate is lost or
destroyed, shall advertise the loss or destruction in such manner as the Board
of Directors may require, and shall give the Corporation a bond of indemnity
in the amount and form which the Board of Directors may prescribe.
ARTICLE II
Meetings of the Shareholders
Section 1. Annual Meetings. Annual meetings of the shareholders shall
be held on the second Monday in February of each year, or on such other date
as may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders may
be called by the President or by the Board of Directors. Special meetings of
the shareholders shall be called upon delivery to the Secretary of the
Corporation of one or more written demands for a special meeting of the
shareholders describing the purposes of that meeting and signed and dated by
the holders of at least 25% of all the votes entitled to be cast on any issue
proposed to be considered at that meeting.
Section 3. Notice of Meetings. The Corporation shall deliver or mail
written notice stating the date, time, and place of any shareholders' meeting
and, in the case of a special shareholders' meeting or when otherwise required
by law, a description of the purposes for which the meeting is called, to each
shareholder of record entitled to vote at the meeting, at such address as
appears in the records of the Corporation and at least 10, but no more than
60, days before the date of the meeting.
Section 4. Waiver of Notice. A shareholder may waive notice of any
meeting, before or after the date and time of the meeting as stated in the
notice, by delivering a signed waiver to the Corporation for inclusion in the
minutes. A shareholder's attendance at any meeting, in person or by proxy (a)
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purposes described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
Section 5. Record Date. The Board of Directors may fix a record date,
which may be a future date, for the purpose of determining the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action. A record date shall be at least 10, but
not more than 70, days before the meeting or action requiring a determination
of shareholders. If the Board of Directors does not fix a-record date, the
record date shall be the 10th day prior to the date of the meeting or other
action.
Section 6. Voting by Proxy. A shareholder may appoint a proxy to vote
or otherwise act for the shareholder pursuant to a written appointment form
executed by the shareholder or the shareholder's duly authorized
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. The general proxy of a fiduciary is given the same effect as the
general proxy of any other shareholder. A proxy appointment is valid for 11
months unless otherwise expressly stated in the appointment form.
Section 7. Voting Lists. Following the record date for a shareholders'
meeting, the Secretary shall prepare an alphabetical list of all shareholders
entitled to notice of the meeting, arranged by voting group and within each
voting group by class and series, and showing the address and number of shares
held by each shareholder. The list shall be kept on file at the principal
office of the Corporation or at a place identified in the meeting notice in
the city where the meeting will be held. The list shall be available for
inspection and copying by any shareholder entitled to vote at the meeting, or
by the shareholder's agent or attorney authorized in writing, at any time
during regular business hours, beginning 5 business days before the date of
the meeting through the meeting. The list shall also be made available to any
shareholder, or to the shareholder's agent or attorney authorized in writing,
at the meeting and any adjournment thereof. Failure to prepare or make
available a voting list with respect to any shareholder's meeting shall not
affect the validity of any action taken at such meeting.
Section 8. Quorum; Approval. At any meeting of shareholders, a
majority of the votes entitled to be cast on a matter by a voting group at the
meeting constitutes a quorum of that voting group. If a quorum of a voting
group is present when a vote is taken, action on a matter is approved by that
voting group if the votes cast in favor of the action exceed the votes cast in
opposition to the action, unless a greater number is required by law, the
Articles of Incorporation, or these Bylaws. If more than one voting group is
entitled to vote on a matter, approval by each voting group is required for
the matter to be approved by the shareholders as a whole.
Section 9. Action by Consent. Any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting if the action
is taken by all the shareholders entitled to vote on the action. The action
must be evidenced by one or more written consents describing the action taken,
signed by all the shareholders entitled to vote on the action, and delivered
to the Corporation for inclusion in the minutes. If not otherwise determined
pursuant to Section 5 of this Article II, the record date for determining
shareholders entitled to take action without a meeting is the date the first
shareholder signs the consent to such action.
Section 10. Presence. Any or all shareholders may participate in any
annual or special shareholders' meeting by, or through the use of, any means
of communication by which all shareholders participating may simultaneously
hear each other during the meeting. A shareholder so participating is deemed
to be present in person at the meeting.
ARTICLE III
Board of Directors
Section 1. Powers and Duties. All corporate powers are exercised by or
under the authority of, and the business and affairs of the Corporation are
managed under the direction of, the Board of Directors, unless otherwise
provided in the Articles of Incorporation.
Section 2. Number and Terms of Office; Qualifications. The Corporation
shall have no fewer than seven and no greater than nine directors. Subject to
the limitations contained in this Section 2, the number of directors may be
fixed or changed from time to time by a majority vote of the Board of
Directors. Directors are elected at each annual shareholders' meeting and
serve for a term expiring at the following annual shareholders' meeting. A
director who has been removed pursuant to Section 3 of this Article III
ceases to serve immediately upon removal; otherwise, a director whose term has
expired continues to serve until a successor is elected and qualifies or until
there is a decrease in the number of directors. A person need not be a
shareholder or an Indiana resident to qualify to be a director.
Section 3. Removal. Subject to any limitations on, and requirements
for, removal of directors contained in the Articles of Incorporation, any
director may be removed with or without cause by action of the shareholders
taken at any meeting the notice of which states that one of the purposes of
the meeting is removal of the director.
Section 4. Vacancies. Subject to any provisions concerning the filling
of vacancies contained in the Articles of Incorporation, if a vacancy occurs
on the Board of Directors, including a vacancy resulting from an increase in
the number of directors, the Board of Directors may fill the vacancy; and if
the directors remaining in office constitute fewer than a quorum of the Board,
the directors remaining in office may fill the vacancy by the affirmative vote
of a majority of those directors. Any director elected to fill a vacancy
holds office until the next annual meeting of the shareholders and/or until a
successor is elected and qualifies.
Section 5. Annual Meetings. Unless otherwise agreed by the Board of
Directors, the annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place
where the meeting of shareholders was held, for the purpose of electing
officers and considering any other business which may be specifically set
forth in the notice of the meeting.
Section 6. Regular and Special Meetings. Regular meetings of the Board
of Directors may be held pursuant to a resolution of the Board of Directors
establishing a method for determining the date, time, and place of those
meetings. Special meetings of the Board of Directors may be held upon the
call of the President or of any one director.
Section 7. Notice and Agenda. Notice of a meeting may be waived in
writing before or after the time of the meeting. The waiver must be signed by
the director entitled to the notice and filed with the minutes of the meeting.
A director's attendance at or participation in a meeting waives any required
notice of the meeting, unless at the beginning of the meeting (or promptly
upon the director's arrival) the director objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. All notices of a meeting of the Board of
Directors shall include an agenda specifically setting forth in reasonable
detail any and all matters to be officially acted upon at such meeting.
Section 8. Quorum. A quorum for the transaction of business at any
meeting of the Board of Directors consists of a majority of the number of
directors then in office. In all cases, except as otherwise expressly
required by the Act or the Articles of Incorporation, the approval or consent
of a majority of the directors then in office shall be required in order to
authorize or approve actions or other matters presented to the Board of
Directors.
Section 9. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting
if the action is taken by all directors then in office. The action must be
evidenced by one or more written consents describing the action taken, signed
by each director, and included in the minutes. Action of the Board of
Directors taken by consent is effective when the last director signs the
consent, unless the consent specifies a prior or subsequent effective date.
Section 10. Committees. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them.
Each committee may have one or more members, who serve at the pleasure of the
Board of Directors. All rules applicable to action by the Board of Directors
apply to committees and their members. The Board of Directors may specify the
authority that a committee may exercise; however, a committee may not (a)
authorize distributions, except a committee may authorize or approve a
reacquisition of shares if done according to a formula or method prescribed
by the Board of Directors, (b) approve or propose to shareholders action
that must be approved by shareholders, (c) fill vacancies on the Board of
Directors or on any of its committees, (d) amend the Articles of
Incorporation, (e) adopt, amend, or repeal these Bylaws, (f) approve a plan
of merger not requiring shareholder approval, or (g) authorize or approve the
issuance or sale or a contract for the sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares.
Section 11. Presence. The Board of Directors may permit any or all
directors to participate in any annual, regular, or special meeting by any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director so participating is deemed to
be present in person at the meeting.
Section 12. Compensation. Each director shall receive such
compensation for service as a director as may be fixed by the Board of
Directors.
ARTICLE IV
Officers
Section 1. Officers. The Corporation shall have a President, a Vice
President, a Secretary, a Treasurer, and such assistant officers as the Board
of Directors or the President designates. The same individual may
simultaneously hold more than one office.
Section 2. Terms of Office. Officers are elected at each annual
meeting of the Board of Directors and serve for a term expiring at the
following annual meeting of the Board of Directors. An officer who has been
removed pursuant to Section 4 of this Article IV ceases to serve as an
officer immediately upon removal; otherwise, an officer whose term has expired
continues to serve until a successor is elected and qualifies.
Section 3. Vacancies. If a vacancy occurs among the officers, the
Board of Directors may fill the vacancy. Any officer elected to fill a
vacancy holds office until the next annual meeting of the Board of Directors
and until a successor is elected and qualifies.
Section 4. Removal. Any officer may be removed by the Board of
Directors at any time with or without cause.
Section 5. Compensation. Each officer shall receive such compensation
for service in office as may be fixed by the Board of Directors.
Section 6. President. The President is the chief executive officer of
the Corporation and is responsible for managing and supervising the affairs
and personnel of the Corporation, subject to the general control of the Board
of Directors. The President presides at all meetings of shareholders and
directors. The President, or proxies appointed by the President, may vote
shares of other corporations owned by the Corporation. The President has
authority to execute, with the Secretary, powers of attorney appointing other
corporations, partnerships, or individuals as the agents of the Corporation,
subject to law, the Articles of Incorporation, and these Bylaws. The
President has such other powers and duties as the Board of Directors may from
time to time prescribe.
Section 7. Vice President. The Vice President has all the powers of,
and performs all the duties incumbent upon, the President during the
President's absence or disability. The Vice President has such other powers
and duties as the Board of Directors may from time to time prescribe.
Section 8. Secretary. The Secretary is responsible for (a) attending
all meetings of the shareholders and the Board of Directors, (b) preparing
true and complete minutes of the proceedings of all meetings of the
shareholders, the Board of Directors, and all committees of the Board of
Directors, (c) maintaining and safeguarding the books (except books of
account) and records of the Corporation, and (d) authenticating the records of
the Corporation. If required, the Secretary attests the execution of deeds,
leases, agreements, powers of attorney, certificates representing shares of
the Corporation, and other official documents by the Corporation. The
Secretary serves all notices of the Corporation required by law, the Board of
Directors, or these Bylaws. The Secretary has such other duties as the Board
of Directors may from time to time prescribe.
Section 9. Treasurer. The Treasurer is responsible for (a) keeping
correct and complete books of account which show accurately at all times the
financial condition of the Corporation, (b) safeguarding all funds, notes,
securities, and other valuables which may from time to time come into the
possession of the Corporation, and (c) depositing all funds of the Corporation
with such depositories as the Board of Directors shall designate. The
Treasurer shall furnish at meetings of the Board of Directors, or when
otherwise requested, a statement of the financial condition of the
Corporation. The Treasurer has such other duties as the Board of Directors
may from time to time prescribe.
Section 10. Assistant Officer. The Board of Directors or the President
may from time to time designate and elect assistant officers who shall have
such powers and duties as the officers whom they are elected to assist specify
and delegate to them, and such other powers and duties as the Board of
Directors or the President may from time to time prescribe. An Assistant
Secretary may, during the absence or disability of the Secretary, discharge
all responsibilities imposed upon the Secretary of the Corporation, including,
without limitation, attest the execution of all documents by the Corporation.
ARTICLE V
Miscellaneous
Section 1. Records. The Corporation shall keep as permanent records
minutes of all meetings of the shareholders, the Board of Directors, and all
committees of the Board of Directors, and a record of all actions taken
without a meeting by the shareholders, the Board of Directors, and all
committees of the Board of Directors. The Corporation or its agent shall
maintain a record of the shareholders in a form that permits preparation of a
list of the names and addresses of all shareholders, in alphabetical order by
class of shares showing the number and class of shares held by each. The
Corporation shall maintain its records in written form or in a form capable of
conversion into written form within a reasonable time. The Corporation shall
keep a copy of the following records at its principal office: (a) the Articles
of Incorporation then currently in effect, (b) the Bylaws then currently in
effect, (c) all resolutions adopted by the Board of Directors with respect to
one or more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those resolutions
are outstanding, (d) minutes of all shareholders' meetings, and records of all
actions taken by shareholders without a meeting, for the past 3 years, (e) all
written communications to shareholders generally during the past 3 years,
including annual financial statements furnished upon request of the
shareholders, (f) a list of the names and business addresses of the current
directors and officers, and (g) the most recent annual report filed with the
Indiana Secretary of State.
Section 2. Execution of Contracts and Other Documents. Unless
otherwise authorized or directed by the Board of Directors, all written
contracts and other documents entered into by the Corporation shall be
executed on behalf of the Corporation by the President or a Vice President,
and, if required, attested by the Secretary or an Assistant Secretary.
Section 3. Accounting Year. The accounting year of the Corporation
begins on October l of each year and ends on the September 30 immediately
following.
Section 4. Corporate Seal. The Corporation has no seal.
ARTICLE VI
Amendment
These Bylaws may be amended or repealed only by the Board of Directors.
/s/ Candice B. Kissinger
Secretary's Initial
October 23, 1997
Date
<TABLE>
<CAPTION>
EXHIBIT 11.1
Exhibit 11--Statement Re: Computation of Per share Earnings
<S> <C> <C>
Three Months Three Months
Ended Ended
December 31, December 31,
1996 1997
(Unaudited) (Unaudited)
(in thousands (in thousands
except per except per
share data) share data)
Basic
Average Common Shares outstanding . . . . . 2,187 3,071
Net income available to common shareholders. . $ 161 $ 196
Per share amount . . . . . . . . . . . . . . . $ .07 $ .06
Diluted
Average Common Shares outstanding . . . . . 2,187 3,071
Net effect of dilutive stock options--based
on the treasury stock method using the
average market price . . . . . . . . . . 151 226
Assumed conversion of Preferred Shares . . . . 752 450
Total. . . . . . . . . . . . . . . . . . . . . 3,090 3,747
Net income available to common shareholders. . $ 161 $ 196
Per share amount . . . . . . . . . . . . . . . $ .05 $ .05
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE BIOANALYTICAL SYSTEMS, INC. CONSOLIDATED FINANCIAL STATEMENTS
CONTAINED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,667
<SECURITIES> 0
<RECEIVABLES> 2,759
<ALLOWANCES> 0
<INVENTORY> 1,931
<CURRENT-ASSETS> 8,629
<PP&E> 13,689
<DEPRECIATION> 2,960
<TOTAL-ASSETS> 20,166
<CURRENT-LIABILITIES> 2,237
<BONDS> 0
0
0
<COMMON> 972
<OTHER-SE> 15,574
<TOTAL-LIABILITY-AND-EQUITY> 20,166
<SALES> 2,642
<TOTAL-REVENUES> 4,330
<CGS> 949
<TOTAL-COSTS> 1,847
<OTHER-EXPENSES> 2,159
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22
<INCOME-PRETAX> 348
<INCOME-TAX> 152
<INCOME-CONTINUING> 196
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 196
<EPS-PRIMARY> .06
<EPS-DILUTED> .05
</TABLE>
