As filed with the Securities and Exchange Commission on April 6, 2020
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BIOANALYTICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Indiana (State or other jurisdiction of incorporation or organization) | 35-1345024 (I.R.S. Employer Identification No.) |
2701 Kent Avenue
West Lafayette, Indiana 47906-1382
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Bioanalytical Systems, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Robert Leasure, Jr.
President and Chief Executive Officer
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana 47906-1382
(765) 463-4527
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen J. Hackman, Esq.
Ice Miller LLP
One American Square, Suite 2900
Indianapolis, Indiana 46282-0200
(317) 236-2289
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer¨ | Accelerated filer¨ |
| Non-accelerated filerx | Smaller reporting companyx |
| | Emerging growth company¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.o
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered (1)(2) | Proposed Maximum Offering Price per Share (3)(4) | Proposed Maximum Aggregate Offering Price (3)(4) | Amount of Registration Fee (4) | |
Common Shares, no par value | 700,000 shares | $3.31 | $2,317,000 | $300.75 | |
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| (1) | Represents 700,000 additional shares issuable under the Bioanalytical Systems, Inc. 2018 Equity Incentive Plan. |
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| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is deemed to include additional shares issuable under the terms of the Plan to prevent dilution resulting from any future stock split, stock dividend or similar transaction. |
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| (3) | Estimated solely for the purpose of calculating the registration fee. |
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| (4) | Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of the common stock offered hereunder pursuant to the Plan is based on 700,000 additional shares reserved for issuance under the Plan at a price per share of $3.31, which is the average of the highest and lowest selling prices for the shares on NASDAQ on April 2, 2020. |
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STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed for the purpose of registering the offer and sale of an additional 700,000 Common Shares, no par value per share, of Bioanalytical Systems, Inc. (the “Registrant”) which may be issued under the Registrant’s Amended and Restated Bioanalytical Systems, Inc. 2018 Equity Incentive Plan. In accordance with General Instruction E to Form S-8, this registration statement on Form S-8 registers additional securities of the same class as other securities for which registration statements on Form S-8 have previously been filed and are effective. Accordingly, this registration statement incorporates by reference the contents of the Registrant’s following registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”), except in each case for Item 8, Exhibits:
Item 8. Exhibits.
The following documents are included as part of this Registration Statement.
| Exhibit Number | | Description |
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| 4.1 | | Second Amended and Restated Articles of Incorporation of Bioanalytical Systems, Inc. as amended through May 9, 2011 (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 2011) |
| 4.2 | | Second Amended and Restated Bylaws of Bioanalytical Systems, Inc., as subsequently amended (incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended September 30, 2015) |
| 4.3 | | Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 to Registration Statement on form S-1, Registration No. 333-36429) |
| 4.4 | | Certificate of Designation of Preferences, Rights, and Limitations of Convertible Preferred Shares (incorporated by reference to Exhibit 3.1 on Form 8-K, dated May 12, 2011) |
| 4.5 | | Specimen Certificate for 6% Series A Convertible Preferred Shares (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-1, Registration No. 333-172508) |
| 4.6 | | Amended and Restated Bioanalytical Systems, Inc. 2018 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed January 28, 2020) |
| 5.1* | | Opinion of Ice Miller LLP |
| 23.1* | | Consent of RSM US LLP |
| 23.2* | | Consent of Soukup, Bush & Associates P.C. |
| 23.3 | | Consent of Ice Miller LLP (contained in Exhibit 5.1 hereto) |
| 24.1 | | Powers of Attorney (contained in the signature pages to this Registration Statement) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Lafayette, Indiana, on the 6th day of April, 2020.
| | BIOANALYTICAL SYSTEMS, INC. |
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| | By: | /s/Robert L. Leasure, Jr. |
| | | Robert L. Leasure, Jr. President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Robert Leasure, Jr. and Beth A. Taylor, and each of them, each with full power to act without the other, his/her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he/she might or could do in person hereby ratifying and confirming that each of said attorneys-in-fact and agents or his/her substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Capacity | | Date |
/s/ Robert L. Leasure, Jr. | | | | |
| Robert L. Leasure, Jr. | | President and Chief Executive Officer, Director (Principal Executive Officer) | | April 6, 2020 |
| /s/ Beth A. Taylor | | | | |
| Beth A. Taylor | | Vice President – Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer) | | April 6, 2020 |
| /s/ Gregory C. Davis | | | | |
| Gregory C. Davis, Ph.D. | | Chairman of the Board, Director | | April 6, 2020 |
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| /s/ Richard A. Johnson | | | | |
| Richard A. Johnson, Ph.D. | | Director | | April 6, 2020 |
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| /s/ R. Matthew Neff | | | | |
| R. Matthew Neff | | Director | | April 6, 2020 |
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| /s/ John E. Sagartz | | | | |
| John E. Sagartz, DVM, Ph.D., DAVP | | Director | | April 6, 2020 |
