SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Bioanalytical Systems, Inc.
- -------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
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<PAGE>
Shareholders of Bioanalytical Systems, Inc.:
You are invited to attend the Annual Meeting of Shareholders of Bioanalytical
Systems, Inc. ("BAS"), to be held Thursday, February 17, 2000, at 10:00 a.m.
Eastern Standard Time at BAS headquarters, 2701 Kent Avenue, West Lafayette,
Indiana USA.
At the meeting, shareholders will vote on the election of seven persons to the
Board of Directors and the ratification of the selection of Ernst & Young LLP as
independent accountants for the current year. Details can be found in the
accompanying Notice and Proxy Statement.
We hope that you are able to personally attend the Annual Meeting, and we look
forward to meeting with you. Whether or not you currently plan to attend, please
complete, date, and return the proxy card in the enclosed envelope. The vote of
each shareholder is very important. You may revoke your proxy at any time before
it is voted by giving written notice to the Secretary of the Company or by
filing a properly executed proxy bearing a later date.
On behalf of the Board of Directors and management of Bioanalytical Systems,
Inc., I extend our appreciation for your continued support.
Sincerely,
BIOANALYTICAL SYSTEMS, INC.
/s/
Peter T. Kissinger, Ph.D.
Chairman, President, and Chief Executive Officer
<PAGE>
BIOANALYTICAL SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to Be Held February 17, 2000
To the Shareholders of Bioanalytical Systems, Inc.:
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 Thursday, February 17, 2000 at
10:00 a.m. (EST) for the following purposes:
To elect directors of the Company to serve for a one-year term;
To ratify the selection by the Board of Directors of Ernst & Young LLP as
independent auditors for the Company for the fiscal year ending September
30, 2000; and
To transact such other business as may properly come before the meeting.
Holders of Common Shares of record at the close of business on December 31, 1999
are entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/
Candice B. Kissinger
Secretary
January 5, 2000
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 PROMPTLY
MAIL THE ENCLOSED PROXY. A RETURN ENVELOPE IS PROVIDED FOR THIS PURPOSE.
<PAGE>
BIOANALYTICAL SYSTEMS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 17, 2000
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
Thursday, February 17, 2000, 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 January 10, 2000.
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 LLP as
independent auditors for the Company for the fiscal year ending September 30,
2000. Abstentions and broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
As of the close of business on December 31, 1999, the record date for the Annual
Meeting, there were outstanding and entitled to vote 4,528,550 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 independent auditors, 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, 1999, has
preceded or accompanies this proxy statement. The financial statements contained
in that report are not incorporated by reference herein.
The solicitation of proxies is being made by the Company, and 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.
<PAGE>
Shareholder proposals to be considered for presentation to the 2000 Annual
Meeting of Shareholders must be submitted in writing and received by the Company
on or before August 1, 2000.
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 December 31, 1999, and also sets
forth such data with respect to each director of the Company, each officer
listed in the Executive 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>
SHARES BENEFICIALLY OWNED(1)
<S> <C> <C>
NAME NUMBER PERCENT
Primus Capital Fund II, L.P.
1375 E. Ninth Street
Suite 2700
Cleveland, Ohio 44114 470,250 10.4%
Middlewest Ventures II, L.P.
201 N. Illinois St.
Suite 300
Indianapolis, Indiana 46204 282,149 6.2%
Peter T. Kissinger(2) 1,279,155 28.2%
Ronald E. Shoup(3) 94,967 2.1%
Candice B. Kissinger(4) 1,279,155 28.2%
William E. Baitinger(5) 137,984 3.0%
Michael K. Campbell 27,336 0.6%
John A. Kraeutler 250 --
W. Leigh Thompson 250 --
All executive officers and
directors as a group 1,788,951 38.9%
<FN>
- ------------
(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, and (ii) 595,904 Common Shares owned
jointly by Dr. and Mrs. Kissinger.
(3) Includes (i) 75,458 Common Shares owned jointly by Dr. Shoup and his wife
and (ii) 19,057 Common Shares issuable upon the exercise of options under the
1990 Employee Incentive Stock Option Plan exercisable within 60 days of December
31, 1999.
(4) Includes (i) 430,942 Common Shares beneficially owned by Peter T. Kissinger
and (ii) 595,904 Common Shares owned jointly by Dr. and Mrs. Kissinger.
(5) Includes 53,089 Common Shares owned jointly by Mr. Baitinger and his wife.
</FN>
</TABLE>
<PAGE>
1. ELECTION OF DIRECTORS
Nominees
The Bylaws of the Company provide 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, Candice B.
Kissinger, Ronald E. Shoup, William E. Baitinger, Michael K. Campbell, John A.
Kraeutler 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 seven nominees. Those nominees receiving at least a plurality of the
votes eligible to be cast will be elected to the Board of Directors.
The directors of the Company as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Served as Term
Name Age Position Director Since Ends
Peter T. Kissinger, Ph.D. 55 Chairman of the Board; 1974 2000
President; Chief Executive
Officer
Ronald E. Shoup, Ph.D. 48 President, BAS Analytics;
Director 1991 2000
Candice B. Kissinger 48 Vice President, International
Marketing; Secretary;
Director 1978 2000
William E. Baitinger 66 Director 1979 2000
Michael K. Campbell 48 Director 1991 2000
John A. Kraeutler 51 Director 1997 2000
W. Leigh Thompson, Ph.D. 61 Director 1997 2000
</TABLE>
<PAGE>
Executive Officers
The executive officers of the Company as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Served as
Name Age Position Officer Since
Peter T. Kissinger, Ph.D. 55 Chairman of the Board;
President; Chief Executive Officer 1974
Ronald E. Shoup, Ph.D. 48 President, BAS Analytics; Director 1983
Craig S. Bruntlett, Ph.D. 50 Vice President,
Electrochemical Products 1992
Donnie A. Evans 53 Vice President, Engineering 1988
Stephen Geary, Ph.D. 58 Vice President, United States
Sales and Marketing 1992
Candice B. Kissinger 48 Vice President, International
Marketing; Secretary and Director 1981
Lina L. Reeves-Kerner 49 Vice President, Human Resources 1995
Michael P. Silvon, Ph.D. 52 Vice President,
Business Development 1997
James B. Spence 56 Managing Director,
BAS Analytics Ltd. 1998
Denise M. Wallworth, Ph.D. 46 Managing Director,
BAS Instruments Ltd. 1995
Douglas P. Wieten 38 Vice President, Finance; Chief
Financial Officer; Treasurer 1992
Michelle L. Carson 28 Controller 1999
</TABLE>
Business Experience of Directors and Executive Officers
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 President of the Company's services unit, BAS
Analytics, since 1990. He 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.
<PAGE>
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 Master 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 Master 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 with 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. From October 1993 until December 1994, Dr. Silvon was Vice President
Sales and Marketing at Hi-Port, Inc., a custom formulations firm in Houston,
Texas. Prior to that time, Dr. Silvon was a Regional Business Manager-Americas
for Zeneca, responsible for outsourcing the needs of major pharmaceutical
companies with key raw materials. Dr. Silvon has his Bachelor in Science in
Chemistry from Loyola University of Chicago, a Ph.D. in Chemistry from the
University of Vermont and a Master of Business Administration from Sacred Heart
University.
James B. Spence has been Managing Director, BAS Analytics Ltd., since July 1998.
Since 1990 he had been Managing Director of Clinical Innovations, which was
acquired by the Company in July 1998. Mr. Spence was made a Fellow of the
Institute of Medical Laboratory Sciences in 1966.
Denise M. Wallworth, Ph.D. has been Managing Director, BAS Instruments 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.
<PAGE>
Douglas P. Wieten has been Vice President, Finance since February 1999, Chief
Financial Officer since September 1997 and Treasurer since March 1997. He served
as corporate Controller from 1992 to February 1999. Prior to that time, Mr.
Wieten worked at Ernst & Whinney (now Ernst & Young LLP), where he had been
employed since 1984. Mr. Wieten is a certified public accountant and has a
Bachelor of Science degree in Accounting from Butler University.
Michelle L. Carson joined the Company in 1994 and has been corporate Controller
since February 1999. Ms. Carson has a Bachelor of Science degree in Accounting
from Purdue University and is a certified public accountant.
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 Master of
Science degree in Chemistry from Purdue University.
Michael K. Campbell has served as a Company director 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, he was Chief
Financial Officer of Hurco Companies, Inc. and president of Hurco Manufacturing,
its largest division. He has a Bachelor of Science degree in Accounting from the
University of Southern Indiana.
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 as well as a Master of Science
degree in Biology and a Master of Business Administration from Seton Hall
University.
W. Leigh Thompson, Ph.D., M.D., has served as a director of the Company since
January 1997. Since 1995, Dr. Thompson has been chief executive officer of
Profound Quality Resources, Inc., a 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
Master 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., La Jolla Pharmaceutical Company,
Medarex, Inc., Ophidian Pharmaceuticals, Inc. and Orphan Medical, Inc.
Scientific Advisory Board
In 1985, the Company established a Scientific Advisory Board to assist the
Company in its research and development activities. The Scientific Advisory
Board is comprised of distinguished scientists from outside the Company who have
significant accomplishments in areas of science and technology that are
important to the Company's future. The Scientific Advisory Board interacts with
the Company's scientific and management staff.
<PAGE>
Each of the Scientific Advisory Board members is employed outside the Company
and may have commitments to, or consulting or advisory contracts with, other
entities that may conflict or compete with his or her obligations with the
Company. Generally, members of the Scientific Advisory Board are not expected to
devote a substantial portion of their time to Company matters.
Members of the Scientific Advisory Board do not receive any compensation in
connection with attending meetings of the Scientific Advisory Board. They do,
however, from time to time, receive compensation in connection with consulting
services they render to the Company. In fiscal 1999 Dr. Thompson received $4,200
for consulting service rendered to the Company, and no other member of the
Scientific Advisory Board received fees for consulting services.
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 receive $1,000 for each Board
meeting attended, plus out-of-pocket expenses incurred in connection with
attendance at such meetings. Directors of the Company or an affiliate of the
Company who are not employed by the Company or any affiliate may also
participate in the Company's Outside Director Stock Option Plans, as may be
selected from time to time by the Compensation Committee. Dr. Thompson received
an additional $4,200 as compensation for the services he rendered 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 Board of Directors has established a Compensation and Incentive Stock Option
Committee, an Audit Committee and an Executive Committee. The Compensation and
Incentive Stock Option Committee of the Board of Directors (the "Compensation
Committee") is comprised of Peter T. Kissinger and John A. Kraeutler. 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. The Compensation Committee did not meet
during fiscal 1999.
The Audit Committee of the Board of Directors is comprised of William E.
Baitinger and Michael K. Campbell. The Audit Committee reviews with the auditors
the scope of the audit work performed, audit practices, any questions arising in
the course of the audit work and inquiries as to other pertinent matters such as
internal accounting controls, financial reporting, security and personnel
staffing. The committee met twice during fiscal 1999.
<PAGE>
The Executive Committee is comprised of Messrs. Kissinger, Shoup, Baitinger,
Kraeutler and Thompson. The Executive Committee may exercise all of the
authority of the Board of Directors, subject to certain limitations with respect
to payment of dividends, filling of vacancies on the Board, amendment of the
Articles of Incorporation or Bylaws, and issuance of shares.
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., 2701 Kent Avenue, West Lafayette, Indiana 47906.
The Board of Directors met four times during fiscal 1999. Mr. Kraeutler attended
50% of the meetings of the Board of Directors. No other 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
The following table sets forth 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 total compensation exceeded $100,000 during fiscal 1999 (the
"Named Executive Officers").
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
All Other
FY Salary Bonus Compensation
Peter T. Kissinger, Ph.D 1999 $85,000 $ -- $25,558(1)
Chairman of the Board; President 1998 $85,000 $ -- $26,893(1)
and Chief Executive Officer 1997 $85,000 $21,250 $25,380(1)
Ronald E. Shoup, Ph.D 1999 $99,996 $ -- $ 5,800(2)
President, BAS Analytics; Director 1998 $92,500 $ -- $ 6,177(2)
1997 $84,254 $22,500 $ 4,850(2)
Candice B. Kissinger 1999 $79,200 $ -- $25,459(3)
Vice President, Int'l Marketing; 1998 $74,512 $ -- $25,187(3)
Secretary and Director 1997 $62,551 $15,900 $25,415(3)
<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.
(3) Includes $20,865 of premiums paid on a life insurance policy on the lives of
Mrs. Kissinger and Dr. Kissinger, the beneficiary of which is a trust
established for their benefit, and contributions to the Company's 401(k) plan on
Mrs. Kissinger's behalf.
</FN>
</TABLE>
<PAGE>
Options
A total of 95,000 Common Shares have been reserved for issuance under the
Company's 1997 Employee Incentive Stock Option Plan and a total of 5,000 Common
Shares have been reserved for issuance under the Company's 1997 Outside Director
Stock Option Plan. Options to purchase an aggregate of 55,000 Common Shares were
granted during fiscal 1999 and remain outstanding at December 31, 1999 at an
exercise price of $4.25. Options to purchase 31,500 and 4,000 Common Shares,
respectively, were granted during fiscal 1998 and remain outstanding at December
31, 1999 at an exercise price of $8.00. Options to purchase a total of 89,599
Common Shares remain outstanding under the 1990 Employee Incentive Stock Option
Plan at a weighted average exercise price of $1.23 per share, and no Common
Shares are outstanding under the 1990 Outside Director Stock Option Plan. No
further options may be granted under the 1990 Employee Incentive Stock Option
Plan or the 1990 Outside Director Stock Option Plan. Unqualified options to
purchase an aggregate of 9,000 Common Shares were granted during fiscal 1999 and
remain outstanding at an exercise price of $4.25. The following sets forth
information on grants of stock options to Named Executive Officers in fiscal
1999.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
<S> <C> <C> <C> <C> <C> <C>
% of Total Potential Realizable
Number of Options Value at Assumed Annual
Securities Granted to Exercise Rates of Stock Price
Underlying Employees Price Expiration Appreciation for Option Term
Options Granted in Year ($/Share) Date 5% 10%
Peter T. Kissinger, Ph.D. -- -- -- -- -- --
Ronald E. Shoup, Ph.D. 3,000 4.1% 4.25 12/11/2008 $ 8,018 $20,320
Candice B. Kissinger 1,000 1.4% 4.25 12/11/2008 $ 2,673 $ 6,773
</TABLE>
The following table sets forth certain information concerning exercisable and
unexercisable options held by the Named Executive Officers at September 30,
1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises In Last Year And Fiscal Year-End Option Values
<S> z<C> <C> <C> <C> <C> <C>
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
September 30, 1999 September 30, 1999 (1)
Shares
Acquired on Value
Exercise (#) Realized ($) Exerc. Unexercisable Exerc. Unexercisable
Peter T. Kissinger, Ph.D. -- -- -- -- -- --
Ronald E. Shoup, Ph.D. 3,300 $ 9,785 20,228 6,000 $29,041 --
Candice B. Kissinger -- -- -- 1,000 -- --
<FN>
- ----------
(1) Calculated on the basis of $3.0625 per share which was the closing price of
the Common Shares as reported on the NASDAQ National Market System on September
30, 1999.
</FN>
</TABLE>
<PAGE>
401(k) Savings Plan
The Company has a defined contribution retirement plan (the "401(k) Plan"),
qualified under Sections 401(a) and 401(k) of the Code. All employees of the
Company are eligible to enroll in the 401(k) Plan on the first April 1 or
October 1 after completing one year of employment with the Company. The 401(k)
Plan provides that the Company will contribute 2% of each eligible employee's
compensation to the 401(k) Plan. In addition, each participant may contribute
from 1% to 10% or none of their annual compensation. The Company may also make
discretionary contributions based on a certain percentage of a participant's
contributions under the 401(k) Plan, as determined by the Board of Directors.
The Board approved a matching contribution of 38% beginning October 1, 1998.
Contribution expense for the 401(k) Plan was $227,022 for the year ended
September 30, 1999.
Compensation Committee Interlocks and Insider Participation
Peter T. Kissinger and John A. Kraeutler serve on the Compensation Committee.
Dr. Kissinger, the President and Chief Executive Officer of the Company, 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.
Report of the Compensation and Incentive Stock Option Committee
The Compensation and Incentive Stock Option Committee of the Board of Directors
(the "Compensation Committee") has responsibility for the Company's executive
compensation program. The Compensation Committee is currently comprised of Peter
T. Kissinger and John A. Kraeutler. The following report is submitted by the
members of the Compensation Committee.
The Company's executive compensation program is designed to align executive
compensation with financial performance, business strategies and Company values
and objectives. The Company's compensation philosophy is to ensure that the
delivery of compensation, both in the short and long term, is consistent with
the sustained progress, growth and profitability of the Company and acts as an
inducement to attract and retain qualified individuals. This program seeks to
enhance the profitability of the Company, and thereby enhance shareholder value,
by linking the financial interests of the Company's executives with those of its
long-term shareholders. Under the guidance of the
Company's Compensation Committee of the Board of Directors, the Company has
developed and implemented an executive compensation program to achieve these
objectives while providing executives with compensation opportunities that are
competitive with companies of comparable size in related industries.
The Company's executive compensation program has been designed to implement the
objectives described above and is comprised of the following fundamental
elements:
A base salary that is determined by individual contributions and sustained
performance within an established competitive salary range. Pay for performance
recognizes the achievement of financial goals, accomplishment of corporate and
functional objectives, and performance of individual business units of the
Company.
Grants of options under the Company's option plans that reward executives
when shareholder value is created through increase in the market value of the
Company's Common Shares. Stock option grants focus executives on managing the
Company from the perspective of an owner with an equity position in the
business.
<PAGE>
Base Salary. The salary, and any periodic increase thereof, of the President and
Chief Executive Officer were and are determined by the Board of Directors of the
Company based on recommendations made by the Compensation Committee, excluding
Dr. Kissinger. The salaries, and any periodic increases thereof, of all other
executive officers were and are determined by the Board of Directors based on
Committee recommendations.
The Company, in establishing base salaries, levels of incidental and/or
supplemental compensation, and incentive compensation programs for its officers
and key executives, assesses periodic compensation surveys and published data
covering the Company's industry and industry in general. The level of base
salary compensation for officers and key executives is determined by both their
scope of responsibility and the established salary ranges for officers and key
executives of the Company. Periodic increases in base salary are dependent on
the executive's proficiency of performance in the individual's position for a
given period and on the executive's competency, skill and experience.
Compensation levels for fiscal 1999 for the President and Chief Executive
Officer, and for the other executive officers of the Company, reflected the
positive performance of the Company in fiscal 1998 as well as the accomplishment
of corporate and functional objectives.
Option Plans. Granting of options pursuant to the Company's option plans is
intended to align executive interest with the long-term interests of
shareholders by linking executive compensation with enhancement of shareholder
value. In addition, grants of options motivate executives to improve long-term
stock market performance by allowing them to develop and maintain a significant
long-term equity ownership position in the Company's Common Shares.
Respectfully submitted,
Peter T. Kissinger
John A. Kraeutler
Stock Price Performance Graph
The line graph below compares yearly percentage change in the cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return on the Nasdaq Composite Index and a composite index based on a group of
ten publicly traded contract research and chemical instrumentation organizations
(the "Peer Group Index") for the period commencing November 24, 1997, the date
of the Company's initial public offering, and ending September 30, 1999.
The Peer Group Index is comprised of Applied Analytical Industries; Bioreliance
Corporation; CEM Corporation; Clintrials Research, Inc.; Kendle International;
Metrika Systems Corporation; Isco, Inc.; Molecular Devices Corporation; OI
Corporation; and Premier Research Worldwide, Ltd. Collaborative Clinical
Research, Inc. and Hach Company were replaced with Kendle International and
Metrika Systems Corporation because they were no longer publicly traded at
September 30, 1999. The Graph is presented as if the two new companies were
components of the peer index on November 24, 1997. The comparison of total
return on investment (change in year-end stock price plus reinvested dividends)
for the applicable period assumes that $100 was invested on November 24, 1997,
in each of Bioanalytical Systems, Inc. (at the initial public offering price),
the Nasdaq Composite Index and the Peer Group Index.
Comparison of Cumulative Total Return
Among Bioanalytical Systems, Inc., the NASDAQ
Composite Index, and the Peer Group Index
Compliance With Reporting Requirements of Section 16(a)
of the Securities and Exchange Act of 1934
<PAGE>
<TABLE>
<CAPTION>
Comparison of Cumulative Total Return
Among Bioanalytical Systems, Inc., the NASDAQ
Composite Index, and the Peer Group Index
<S> <C> <C>
9/30/98 9/30/99
-------- -------
NASDAQ $ 106.73 $173.04
PEER Group $ 90.48 $ 77.62
Bioanalytical Systems, Inc. $ 67.19 $ 38.28
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 required the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) reports
they file. To the knowledge of the Company, all Section 16(a) filing
requirements applicable to the Company's officers, directors and greater than
ten-percent beneficial owners have been made in a timely manner.
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board of Directors has selected
Ernst & Young LLP as independent auditors for the Company for the fiscal year
ending September 30, 2000. 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 LLP has acted as independent auditors for the Company since 1994.
Representatives of Ernst & Young LLP 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.
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
Secretary
January 5, 2000
