¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §240.14a-12
|
þ
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
5)
|
Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1)
|
Amount
Previously Paid:
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
1.
|
To
elect two class I directors of BASi to serve until the annual meeting of
shareholders in 2013.
|
2.
|
To
ratify the appointment of Crowe Horwath LLP as the Company’s independent
registered accountants for fiscal
2010.
|
Page
|
||||
PROXY
STATEMENT
|
1
|
|||
HOW
TO VOTE YOUR SHARES
|
1
|
|||
COMMONLY
ASKED QUESTIONS AND ANSWERS
|
2
|
|||
PROPOSAL
1 - ELECTION OF DIRECTORS
|
3
|
|||
Required
Vote and Board of Directors’ Recommendation
|
3
|
|||
Business
Experience of Nominated Directors
|
4
|
|||
Remaining
Members of the Board
|
4 | |||
Business
Experience of Remaining Members of the Board
|
4 | |||
Committees
and Meetings of the Board of Directors
|
5
|
|||
Family
Relationships
|
7
|
|||
Certain
Relationships and Related Transactions
|
7
|
|||
Communications
with the Board of Directors
|
7
|
|||
Communications
with the Audit Committee
|
7
|
|||
Non-employee
Director Compensation and Benefits
|
7
|
|||
PROPOSAL
2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
|
9
|
|||
SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM
|
9
|
|||
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
11
|
|||
PRINCIPAL
SHAREHOLDERS TABLE
|
13
|
|||
COMPENSATION
OF EXECUTIVE OFFICERS
|
13
|
|||
Compensation
Committee and Compensation Methodology
|
13
|
|||
Recent
Changes in Senior Management
|
14
|
|||
Employment
Agreements and Post-termination Payments
|
14
|
|||
Fiscal
2009 Summary Compensation Table
|
17
|
|||
Outstanding
Equity Awards at Fiscal Year-End Table
|
19
|
|||
Fiscal
2009 Option Exercises
|
19
|
|||
Equity
Compensation Plan Information
|
19
|
|||
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
20
|
|||
SHAREHOLDER
PROPOSALS FOR 2011 ANNUAL MEETING
|
20
|
|||
OTHER
BUSINESS
|
20
|
(1)
|
You
can vote via the Internet at www.proxyvote.com
with the instructions provided on the proxy card; or
|
|
(2)
|
You
can vote via telephone by following the instructions provided on the proxy
card; or
|
|
(3)
|
You
can attend the Annual Meeting and cast your vote in person;
or
|
|
(4)
|
You
may complete, sign, date and return by mail the proxy
card.
|
•
|
Sending
a signed statement to the Company that the proxy is revoked (you may send
such a statement to the Company’s Assistant Secretary at our corporate
headquarters address listed on the Notice of Meeting);
|
|
•
|
Signing
another proxy with a later date; or
|
|
•
|
Voting
in person at the meeting.
|
•
|
They
are voted via the Internet at www.proxyvote.com;
or
|
|
•
|
They
are voted via the telephone; or
|
|
•
|
They
are voted in person at the meeting; or
|
|
•
|
The
shareholder has voted by properly submitting a proxy card to the Company
via mail or by hand delivery. Abstentions and broker non-votes are not
counted for purposes of determining whether a proposal has been approved,
but will be counted for purposes of determining whether a quorum is
present.
|
Name
|
Age
|
Position
|
Served as
Director Since
|
Larry
S. Boulet
|
63
|
Director
|
2007
|
A.
Charlene Sullivan
|
60
|
Director
|
2010
|
Name
|
Age
|
Position
|
Director
Since
|
|||
Class II Director serving
until the 2011 Annual Meeting of Shareholders:
|
||||||
David
W. Crabb
|
56
|
Director
|
2004
|
|||
Leslie
B. Daniels
|
62
|
Director
|
2003
|
|||
Class
III Director serving until the 2012 Annual Meeting
of Shareholders:
|
||||||
John
Landis
|
56
|
Director
|
2009
|
|||
David
Omachinski
|
57
|
Director
|
2009
|
Committee
|
Members
|
Meetings
in fiscal 2009
|
||
Compensation
|
William
E. Baitinger (Chair) *
|
4
|
||
David
W. Crabb
|
||||
Leslie
B. Daniels
|
||||
John
B. Landis
|
||||
Audit
|
Larry
S. Boulet (Chair)
|
4
|
||
William
E. Baitinger *
|
||||
David
W. Crabb
|
||||
Leslie
B. Daniels
|
||||
David
L. Omachinski
|
||||
Nominating
|
William
E. Baitinger *
|
1
|
||
David
W. Crabb
|
||||
Leslie
B. Daniels
|
||||
John
B. Landis
|
||||
Board
of Directors
|
4
|
|
·
|
compensation arrangements for the
executive officers of BASi,
|
|
·
|
policies relating to salaries and
job descriptions,
|
|
·
|
insurance
programs,
|
|
·
|
benefit programs, including
retirement plans,
|
|
·
|
administration of the 2008 Stock
Option Plan.
|
|
·
|
reviewing
with the auditors the scope of the audit work
performed,
|
|
·
|
establishing
audit practices,
|
|
·
|
overseeing
internal accounting controls,
|
|
·
|
reviewing
financial reporting, and
|
|
·
|
accounting
personnel staffing.
|
Type of Compensation
|
Amount ($)
|
|||
Annual
retainer for Board membership
|
3,300
|
|||
Annual
retainer for director serving as Chair of the Audit
Committee
|
2,000
|
|||
Annual
retainer for director serving as Chair of the Compensation
Committee
|
1,000
|
|||
Annual
retainer for director serving as Chair of the Nominating
Committee
|
500
|
|||
Meeting
fee for Board meeting, in person
|
1,000
|
|||
Meeting
fee for Board meeting, by phone
|
500
|
|||
Committee
meetings, non-Board meeting days, in person
|
500
|
|||
Committee
meetings, non-Board meeting days, by phone
|
250
|
|||
Daily
fee for consultation with management
|
1,000
|
DIRECTOR COMPENSATION FOR FISCAL 2009
|
||||||||||
Name
|
Fees paid in
cash ($)
|
Option
Awards (1)
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||
William
E. Baitinger (2)
|
4,150
|
—
|
—
|
4,150
|
||||||
Larry
S. Boulet
|
5,650
|
—
|
5,459
|
(3)
|
11,109
|
|||||
Dr.
David W. Crabb
|
4,150
|
—
|
—
|
4,150
|
||||||
Leslie
B. Daniels
|
3,650
|
—
|
—
|
3,650
|
(1)
|
No
stock option awards were granted to non-employee directors in fiscal
2009.
|
(2)
|
Mr.
Baitinger retired as Chairman of the Board of Directors and as a director
on January 13, 2010.
|
(3)
|
Reimbursement
to Mr. Boulet for attendance at National Association of Corporate
Directors conference, travel expenses associated with the conference and
consultation fees for time incurred in special meetings and research
associated with the 13-D filings.
|
2009
|
2008
|
|||||||
Audit
Fees -
|
||||||||
Aggregate
fees for annual audit, quarterly reviews
|
$ | 200,000 | $ | 240,000 | ||||
Tax
Fees -
|
||||||||
Income
tax services related to compliance with tax laws
|
$ | 120,000 | $ | 120,000 |
NAME
|
Shares
Owned
|
Shares
Owned
Jointly
|
Shares /
Options
Owned
Beneficially
|
Total
|
%
|
||||||||
Peter
T. Kissinger (1)
|
427,747
|
595,910
|
252,310
|
1,275,967
|
26.0
|
||||||||
Candice
B. Kissinger (1)
|
250,956
|
595,910
|
429,101
|
1,275,967
|
26.0
|
||||||||
Thomas
A. Harenburg (2)
|
276,767
|
276,767
|
5.6
|
||||||||||
Larry
S. Boulet (3)
|
3,500
|
—
|
—
|
3,500
|
0.1
|
||||||||
Leslie
B. Daniels (3)
|
38,042
|
—
|
—
|
38,042
|
0.8
|
||||||||
Michael
R. Cox (3)
|
71,000
|
(4) |
—
|
—
|
71,000
|
0.0
|
|||||||
Richard
M. Shepperd (3)
|
290,750
|
(5) |
—
|
—
|
290,750
|
0.3
|
|||||||
Anthony
S. Chilton (3)
|
—
|
—
|
—
|
—
|
0.0
|
||||||||
9 Executive
Officers and Directors as a group
|
403,292
|
—
|
|
—
|
403,292
|
4.2
|
|
–
|
on October 1, 2008, Jon Brewer
was hired as Vice President of Sales and Marketing;
|
|
–
|
on November 7, 2008, Edward M.
Chait, Ph.D. resigned from his position as Chief Business Officer of the
Company;
|
|
–
|
on December 1, 2008, Anthony S.
Chilton, Ph.D., 53, joined the Company as Chief Operating Officer,
Scientific Services;
|
|
–
|
on
January 4, 2010, Jon Brewer resigned from the
Company;
|
|
–
|
on
January 27, 2010, Richard M. Shepperd retired from the office of President
of the Company and advised the Board of Directors that he intended to
retire as Chief Executive Officer and as a director on February 12,
2010;
|
|
–
|
on
January 27, 2010, Dr. Chilton was elected as interim President of the
Company.
|
–
|
Mr. Shepperd's
base salary through December 31, 2009, to be paid
monthly;
|
–
|
All
vacation accrued as of the date of
termination;
|
–
|
All
bonus amounts earned but not paid as of the date of termination;
and
|
–
|
All
salary earned but not paid through the date of
termination.
|
·
|
Mr.
Cox's base salary, payable monthly for 12 months following
termination;
|
|
·
|
all
vacation accrued as of the date of termination;
|
|
·
|
all
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
all
salary earned but not paid through the date of
termination.
|
·
|
Mr.
Brewer's base salary, payable monthly for 12 months following
termination;
|
|
·
|
all
vacation accrued as of the date of termination;
|
|
·
|
all
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
all
salary earned but not paid through the date of
termination.
|
·
|
Dr.
Chilton’s base salary, payable monthly for 12 months following
termination;
|
|
·
|
all
vacation accrued as of the date of termination;
|
|
·
|
all
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
all
salary earned but not paid through the date of
termination.
|
Name and principal
position
|
Year
|
Salary ($)
|
Bonus ($)
|
Option
Awards (1)
($)
|
Company
Contributions
to 401(k)
($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||
Richard
M. Shepperd,
President
& Chief
Executive
Officer;
Director
|
2008
2009
|
420,000
285,000
|
(2)
|
—
—
|
—
—
|
5,125
3,010
|
—
9,000
|
(3)
|
425,515
297,010
|
|||||||
Michael
R. Cox, Vice President, Finance and Chief Financial Officer
(4)
|
2008
2009
|
165,000
165,000
|
25,000
—
|
135,600
—
|
(5)
|
2,050
1,900
|
—
—
|
327,650
166,900
|
||||||||
Anthony
S. Chilton, Ph.D., Chief Operating Officer, Scientific Services
(6)
|
2008
2009
|
—
195,000
|
—
10,000
|
(7)
|
—
79,200
|
(8)
|
—
—
|
—
—
|
—
284,200
|
OPTION AWARDS
|
|||||||||
Number of Securities Underlying
Unexercised Options
|
|||||||||
Name
|
(#)
Exercisable
|
(#)
Unexercisable
|
Option Exercise
Price ($)
|
Option Expiration Date
|
|||||
Richard
M. Shepperd
|
175,000
|
100,000
|
(1)
|
7.10
|
May
17, 2017
|
||||
Michael
R. Cox
|
50,000
10,000
|
—
20,000
|
(2)
|
4.58
8.60
|
March
31, 2014
November
5, 2017
|
||||
Anthony
S. Chilton, Ph.D.
|
—
|
30,000
|
(3)
|
3.53
|
November
30,
2018
|
(1)
|
Options
on 100,000 shares vested on December 1, 2009.
|
|
(2)
|
Options
on 10,000 shares vested on November 5, 2009 and 10,000 shares vest on
November 5, 2010.
|
|
(3)
|
Options
on 10,000 shares vested on December 1, 2009, 10,000 shares vest on
December 1, 2010 and 10,000 shares vest on December 1,
2011.
|
Plan Category
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options
|
Weighted Average
Exercise Price of
Outstanding Options
|
Number of Securities Remaining
Available for Future Issuance
under the Equity Compensation
Plan
(Excluding Securities Reflected in
First Column)
|
|||||||||
Equity
compensation plans approved by security holders
|
595,000 | $ | 6.03 | 336,000 | ||||||||
Equity
compensation plans not approved by security holders (1)
|
25,000 | $ | 4.58 | — | ||||||||
Total
|
620,000 | $ | 5.97 | 336,000 |
BIOANALYTICAL
SYSTEMS, INC.
2701
KENT AVENUE
WEST
LAFAYETTE, IN 47906
|
VOTE BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate that you
agree to receive or access proxy materials electronically in future
years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY
11717.
|
BIOSY1
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
BIOANALYTICAL
SYSTEMS, INC.
|
For
|
Withhold
|
For All
|
To withhold authority to vote for any individual
|
|
||||||
All
|
All
|
Except
|
nominee(s), mark “For All
Except”
and write the
|
||||||||
THIS
PROXY IS SOLICITED ON BEHALF OF
THE
BOARD OF DIRECTORS.
|
|
number(s) of the nominee(s) on the line below.
|
|||||||||
Vote on Directors
|
m
|
m
|
m
|
||||||||
1.
|
Proposal
1
- To elect two class
I directors of BASi
to
serve for a three-year term.
Nominated directors:
|
||||||||||
01) Larry S. Boulet
|
|||||||||||
02) A.
Charlene Sullivan, Ph.D.
|
|||||||||||
Any
shareholder may withhold authority to vote for any of the above-listed
individuals by marking the
"For
All Except" box above and writing the number of the nominee(s) on the line
provided above.
|
|||||||||||
2.
Proposal
2 - To ratify
appointment of
Crowe
m m
m
|
|||||||||||
Horwath
LLP as the Company’s independent
|
|||||||||||
registered accountants for fiscal 2010.
|
|||||||||||
At
their discretion, the proxies are authorized to transact such other
business as may properly come before the
meeting.
Presently, no other business is scheduled to be presented at the meeting,
and the Company did not receive
notice
of any other matter to come before the meeting.
|
|||||||||||
IF
SHARES
ARE JOINTLY HELD, BOTH SHAREHOLDERS MUST SIGN
|
|||||||||||
Yes
|
No
|
||||||||||
Please
indicate if you plan to attend this meeting in person.
|
m
|
m
|
|||||||||
Please
date this Proxy and sign it exactly as the name appears on
your
stock certificate. If the shares are jointly held, both
shareholders
must
sign. If signing as attorney, executor, administrator, guardian,
or
in
any other representative capacity, please give your full title as
such.
|
|||||||||||
|
|||||||||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
REVOCABLE
PROXY
Bioanalytical
Systems, Inc.
Annual
Meeting of Shareholders to Be Held Thursday, March 18, 2010
The
undersigned shareholder of Bioanalytical Systems, Inc. (“BASi”) hereby
appoints Michael R. Cox and Lina Reeves-Kerner and each of them as proxies
for the undersigned, to vote all shares of BASi which the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the “Meeting”) of
BASi to be held on Thursday, March 18, 2010, at 10:00 a.m., at the
principal executive offices of BASi, 2701 Kent Avenue, West Lafayette,
Indiana, or any adjournment thereof, in connection with all votes taken on
the following proposals, described in the Proxy Statement received by the
undersigned with the Notice of the Meeting.
PRESENTLY NO OTHER
BUSINESS IS SCHEDULED TO BE PRESENTED AT THE MEETING. BASi DID NOT RECEIVE
NOTICE OF ANY OTHER BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING OF
SHAREHOLDERS. HOWEVER,
BY
SIGNING
THIS
PROXY
YOU
ARE
GIVING
THE
HOLDER
OF
THIS
PROXY
DISCRETIONARY
AUTHORITY
TO
ACT
IN
ACCORDANCE
WITH
THE
DIRECTION
OF
THE
BOARD
OF
DIRECTORS
ON
SUCH
MATTERS.
This Proxy, when
properly executed, will be voted in the manner directed herein by the
undersigned shareholder. If
no
direction
is
made,
this
Proxy
will
be
voted
FOR
the
election
of
each
of
the
nominees
identified
in
Proposal
1
and FOR the appointment of Crowe Horwath LLP as the Company’s independent
registered accountants for fiscal 2010 in Proposal
2.
All
Proxies previously given by the undersigned are hereby revoked. Receipt of
the Notice of Meeting of Shareholders of the Company, the Proxy Statement,
and the Company's 2009 Annual Report is hereby acknowledged. This
Revocable Proxy may be revoked by the undersigned at any time before it is
exercised by (i) executing and delivering to the Company a later-dated
Proxy, (ii) attending the Meeting and voting in person, or (iii) giving
written notice of revocation to the secretary of the
Company.
PLEASE
DATE, SIGN, AND RETURN AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN.
Proxy
must be signed and dated. See reverse side.
|