Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 16, 2009
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BIOANALYTICAL
SYSTEMS, INC.
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(Exact
name of registrant as specified in its
charter)
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Indiana
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0-23357
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35-1345024
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2701
KENT AVENUE
WEST
LAFAYETTE, INDIANA
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47906-1382
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (765) 463-4527
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
September 16, 2009, Bioanaltytical Systems, Inc. (the "Company") received two
letters from the Nasdaq Listing Qualification Department (the "Letters") stating
that the Company has failed to satisfy two of the requirements for continued
listing of the Company's common shares on the Nasdaq Global Market, consisting
of the requirement to maintain a minimum of $5.0 million in market value of
publicly held shares (the "MVPHS Requirement") and the requirement to maintain
at least a $1.00 minimum bid price for its common shares (the "Minimum Bid
Requirement").
The
Letters further stated that, under the listing rules, the Company has until
December 15, 2009 to regain compliance with the MVPHS
Requirement. If, at any time prior to December 15, 2009, the market
value of the Company's publicly held common shares is $5.0 million or greater
for 10 consecutive trading days prior to December 15, 2009, the Company will be
in compliance with the MVPHS Requirement. As an alternative, the
Company may apply to transfer the listing of its common shares to the Nasdaq
Capital Market (the "Capital Market"), which has a minimum MVPHS Requirement of
$1.0 million for continued listing.
The
Letters also stated that the Company has until March 15, 2010 to regain
compliance with the Minimum Bid Requirement. If, at any time prior to
March 15, 2010, the bid price of the common shares closes at $1.00 or more for a
minimum of 10 consecutive business days, the Company will be in compliance with
the Minimum Bid Requirement. The Company intends to actively evaluate
and monitor the bid price for its common shares between now and March 15, 2010,
and consider implementation of various options available to the Company if its
common shares do not trade at a level that is likely to regain
compliance.
The
Company is considering an application to transfer its common shares to the
Capital Market prior to December 15, 2009. The Company believes
that it is in compliance with all of the continued listing standards of the
Capital Market except for the Minimum Bid Requirement (which may be waived as an
initial requirement in the event of a transfer). If the Company's minimum bid
does not increase to $1.00 per share or more prior to March 15, 2010, the
Company could be delisted from the Capital Market, in which case the common
shares may be traded over-the-counter.
On
September 22, 2009 the Company issued a press release announcing receipt of the
Letters. A copy of that press release is attached as Exhibit 99.1 and
is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
99.1 News
Release dated September 22, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Bioanalytical
Systems, Inc. |
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Date: September
22, 2009
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By:
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/s/ Michael
R. Cox |
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Michael
R. Cox
Vice
President, Finance and Administration, Chief Financial Officer and
Treasurer
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Exhibit
Index
Exhibit
No. Description
99.1 News Release
dated September 22, 2009.