UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Bioanalytical Systems, Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
09058M 10 3
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(CUSIP Number)
Peter T. Kissinger, Ph.D.
111 Lorene Place
West Lafayette, IN 47906-8620
Copy to:
James A. Aschleman
Baker & Daniels LLP
900 E. 96th Street, Suite 600
Indianapolis, IN 46240
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 6, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-l(e),
240.13d-l(f) or 240.13d-1(g), check the following box. |X|
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 09058M 10 3
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1. Name of Reporting Person.
Peter T. Kissinger, Ph.D.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF (see Item 3)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power 427,747
Shares -----------------------------------------------------
Beneficially
Owned by Each 8. Shared Voting Power 848,220 (1)
Reporting -----------------------------------------------------
Person With
9. Sole Dispositive Power 427,747
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10. Shared Dispositive Power 848,220 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,275,967 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11): 26.0% (1)(2)
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14. Type of Reporting Person (See Instructions) IN
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(1) Dr. Kissinger shares voting and dispositive power over these shares with
his spouse. Includes 1,354 shares indirectly held by Ms. Kissinger as
custodian for the benefit of their children.
(2) Based on 4,915,318 of the Company's Common Shares which were outstanding
as of January 30, 2009.
CUSIP No. 09058M 10 3
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1. Name of Reporting Person.
Candice B. Kissinger
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF (see Item 3)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power 252,310 (1)
Shares -----------------------------------------------------
Beneficially
Owned by Each 8. Shared Voting Power 1,023,657 (2)
Reporting -----------------------------------------------------
Person With
9. Sole Dispositive Power 252,310 (1)
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10. Shared Dispositive Power 1,023,657 (2)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,275,967 (1)(2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11): 26.0% (1)(2)(3)
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14. Type of Reporting Person (See Instructions) IN
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(1) Includes 1,354 shares indirectly held by Ms. Kissinger as custodian for
the benefit of their children.
(2) Ms. Kissinger shares voting and dispositive power over these shares with
her spouse.
(3) Based on 4,915,318 of the Company's Common Shares which were outstanding
as of January 30, 2009.
Explanatory Note
The Issuer's Common Shares to which this statement on Schedule 13D
(this "Schedule 13D") relates were previously reported by Peter T. Kissinger,
Ph.D. on a Schedule 13G filed with the Securities and Exchange Commission on
February 16, 1999 and by Candice B. Kissinger on a Schedule 13G filed with the
Securities and Exchange Commission on February 16, 1999.
Item 1. Security and Issuer
This Schedule 13D relates to Common Shares (the "Common Shares") of
Bioanalytical Systems, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 2701 Kent Avenue, West Lafayette, Indiana 47906,
United States.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Peter T. Kissinger, Ph.D. and
Candice B. Kissinger (collectively, the "Kissingers").
(b) The business address for each of the Kissingers is:
111 Lorene Place, West Lafayette, Indiana 47906-8620.
(c) Peter T. Kissinger, Ph.D. is currently a Professor of Chemistry in
the Department of Chemistry at Purdue University in West Lafayette, IN 47907.
Candice B. Kissinger is the Legacy Products Coordinator at Purdue GMP Center
LLC, a facility devoted to meeting the educational, research and training goals
of Purdue's School of Pharmacy and its Department of Industrial and Physical
Pharmacy, located at 3070 Kent Avenue, Purdue Research Park, West Lafayette, IN
47906-1075.
(d) and (e) During the last five years, neither of the Kissingers has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.
(f) Each of the Kissingers is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Dr. Kissinger founded the Issuer in 1974 and served as its Chairman,
President and Chief Executive Officer through September 2006 and its Chairman
until September 2007. Ms. Kissinger also served as an executive officer and
director of the Issuer through September 2007. Ms. Kissinger joined the Issuer
in 1978. The Kissingers acquired their Common Shares using personal funds
including, but not limited to, by exercising stock options received in
connection with their positions with the Issuer.
Item 4. Purpose of Transaction
On April 6, 2009, the Kissingers provided a letter dated April 6, 2009
(the "Letter") to the Issuer's Board of Directors regarding the business,
operations, financial results and management of the Issuer. A copy of the
Letter is filed herewith and attached hereto as Exhibit 99.1 and incorporated
herein by reference. Any descriptions herein of the Letter are qualified in
their entirety by reference to the Letter.
Other than as set forth in the Letter and in this Item 4, the
Kissingers do not have any current plans, proposals or negotiations that relate
to or would result in any of the matters referred to in paragraphs (a) through
(j) of Item 4 of the Schedule 13D. The Kissingers intend to review their
investment in the Issuer on a continuing basis, and to the extent permitted by
law, seek to engage in discussions with other shareholders and/or with
management and the Board of Directors of the Issuer concerning the business,
operations, management or future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position, the
price levels of the Common Shares, conditions in the securities markets and
general economic and industry conditions, the Kissingers may in the future take
such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, purchasing additional Common Shares,
selling Common Shares, taking any other action with respect to the Issuer or
any of its securities in any manner permitted by law or changing their
intention with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the cover pages to this
Schedule 13D is incorporated herein by reference.
(c) The reported amount of Common Shares beneficially owned by the
Kissingers is as of April 6, 2009. Neither of the Kissingers effected any
transaction relating to the Common Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Each of the Kissingers is a party to a Joint Filing Agreement, dated
as of April 6, 2009 (the "Agreement"), pursuant to which they agreed to jointly
file this Schedule 13D and any and all amendments and supplements hereto with
the Securities and Exchange Commission. The description of the Agreement in
this Item 6 of the Schedule 13D is qualified in its entirety by reference to
the full text of the Agreement, a copy of which is filed herewith as
Exhibit 99.2.
Item 7. Material to Be Filed as Exhibits
The following exhibits are being filed with this Schedule 13D:
Exhibit 99.1 - Letter from Peter T. Kissinger, Ph.D. and
Candice B. Kissinger to the Board of Directors of Bioanalytical Systems,
Inc., dated April 6, 2009
Exhibit 99.2 - Joint Filing Agreement, dated as of April 6, 2009
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: April 6, 2009
By: /s/ Peter T. Kissinger, Ph.D.
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Peter T. Kissinger, Ph.D.
By: /s/ Candice B. Kissinger
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Candice B. Kissinger