UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2001.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ___________ to
_____________.
Commission File Number 0-23357
BIOANALYTICAL SYSTEMS, INC.
(Exact name of the registrant as specified in its charter)
INDIANA 35-1345024
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 KENT AVENUE
WEST LAFAYETTE, IN 47906
--------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(765) 463-4527
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Shares
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.045 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
Based on the closing price on the NASDAQ exchange, the aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant
is $18,686,833. As of November 30, 2001, 4,569,416 shares of registrant's common
shares were outstanding. No shares of registrant's Preferred Stock were
outstanding as of November 30, 2001.
The purpose of this amendment is to correct a typographical error in
footnote 10 to the audited financial statements included in the edgarised
version of the 2001 Annual Report included as exhibit 13.1 to the Annual Report
on Form 10-K. The columns of a table reporting segment information were
mislabeled.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
You can find the consolidated financial statements of the Company and its
subsidiaries in our 2001 Annual Report at pages 14-17 (Consolidated Balance
Sheets, Consolidated Statements of Operations, Consolidated Statements of
Shareholders' Equity and Consolidated Statements of Cash Flows) and pages 18-27
(Notes to Consolidated Financial Statements). You can find the Report of
Independent Auditors at page 28 of our 2001 Annual Report. All of the above
information is incorporated in this Report by reference.
Also incorporated by reference is information on quarterly results of
operations, which can be found in our 2001 Annual Report under "Quarterly
Financial Data (unaudited)" at page 9.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report.
1. Financial Statements:
Included as outlined in Item 8 of Part II of this report.
Report of Independent Auditors.
Consolidated Balance Sheets as of September 30, 2001 and
September 30, 2000.
Consolidated Statements of Operations for the Years Ended
September 30, 2001, 2000 and 1999.
Consolidated Statements of Shareholders' Equity for the Years
Ended September 30, 2001, 2000 and 1999.
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2001, 2000 and 1999.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules:
Schedules are not required, are not applicable, or the
information is shown in the Notes to the Consolidated Financial
Statements.
(b) Reports on Form 8-K. None
(c) Exhibits. See Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BIOANALYTICAL SYSTEMS, INC.
(Registrant)
By: /s/ Peter T. Kissinger
------------------------------------------------
Peter T. Kissinger
President, Chairman and Chief Executive Officer
By: /s/ Douglas P. Wieten
------------------------------------------------
Douglas P. Wieten
Chief Financial Officer, Treasurer, VP Finance
(Principal Financial and Accounting Officer)
Date: December 27, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Peter T. Kissinger President, Chairman Chief December 27, 2001
- ---------------------------- Executive Officer and
Peter T. Kissinger Director
/s/ Douglas P. Wieten Chief Financial Officer, December 27, 2001
- ---------------------------- and Treasurer
Douglas P. Wieten
/s/ William E. Baitinger Director December 27, 2001
- ----------------------------
William E. Baitinger
/s/ Michael K. Campbell Director December 27, 2001
- ----------------------------
Michael K. Campbell
/s/ Candice B. Kissinger Director December 27, 2001
- ----------------------------
Candice B. Kissinger
/s/ John A. Kraeutler Director December 27, 2001
- ----------------------------
John A. Kraeutler
/s/ Ronald E. Shoup Director December 27, 2001
- ----------------------------
Ronald E. Shoup
/s/ W. Leigh Thompson Director December 27, 2001
- ----------------------------
W. Leigh Thompson
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INDEX TO EXHIBITS
Sequential
Number Numbering
Assigned In System Page
Regulation S-K Number of
Item 601 Description of Exhibits Exhibit
- -------------- ----------------------- -----------
(2) No Exhibit
(3) 3.1 Second Amended and Restated Articles of
Incorporation of Bioanalytical Systems, Inc.
(Incorporated by reference to Exhibit 3.1 to
Form 10-Q for the quarter ended December 31,
1997).
3.2 Second Restated Bylaws of Bioanalytical
Systems, Inc. (Incorporated by reference to
Exhibit 3.2 to Form 10-Q for the quarter
ended December 31, 1997).
(4) 4.1 Specimen Certificate for Common Shares
(Incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-1,
Registration No. 333-36429).
4.2 See Exhibits 3.1 and 3.2
(9) No Exhibit
(10) 10.2 Bioanalytical Systems, Inc. Outside Director
Stock Option Plan (Incorporated by reference
to Exhibit 10.2 to Registration Statement on
Form S-1, Registration No. 333-36429).
10.3 Form of Bioanalytical Systems, Inc. Outside
Director Stock Option Agreement (Incorporated
by reference to Exhibit 10.3 to Registration
Statement on Form S-1, Registration No.
333-36429).
10.4 Bioanalytical Systems, Inc. 1990 Employee
Incentive Stock Option Plan (Incorporated by
reference to Exhibit 10.4 to Registration
Statement on Form S-1, Registration No.
333-36429).
10.5 Form of Bioanalytical Systems, Inc. 1990
Employee Incentive Stock Option Agreement
(Incorporated by reference to Exhibit 10.5 to
Registration Statement on Form S-1,
Registration No. 333-36429).
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10.6 Bioanalytical Systems, Inc. 1997 Employee
Incentive Stock Option Plan (Incorporated by
reference to Exhibit 10.26 to Registration
Statement on Form S-1, Registration No.
333-36429).
10.7 Form of Bioanalytical Systems, Inc. 1997
Employee Incentive Stock Option Agreement
(Incorporated by reference to Exhibit 10.27
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.8 1997 Bioanalytical Systems, Inc. Outside
Director Stock Option Plan (Incorporated by
reference to Exhibit 10.28 to Registration
Statement on Form S-1, Registration No.
333-36429).
10.9 Form of Bioanalytical Systems, Inc. 1997
Outside Director Stock Option Agreement
(Incorporated by reference to Exhibit 10.29
to Registration Statement on Form S-1,
Registration No. 333-36429).
10.10 Business Loan Agreement by and between
Bioanalytical Systems, Inc., and Bank One,
Indiana, N.A. dated April 1, 2001.
10.11 Commercial Security Agreement by and between
Bioanalytical Systems, Inc. and Bank One,
Indiana, N.A., dated March 1, 1998
(Incorporated by reference to Exhibit 10.15
to Form 10-Q for the quarter ended March 31,
1998).
10.12 Negative Pledge Agreement by and between
Bioanalytical Systems, Inc. and Bank One,
Indiana, N.A., dated March 1, 1998
(Incorporated by reference to Exhibit 10.16
to Form 10-Q for the quarter ended March 31,
1998).
10.13 Promissory Note by and between Bioanalytical
Systems, Inc. and Bank One, Indiana N.A.,
dated June 24, 1999 related to loan in the
amount of $3,500,000 (Incorporated by
reference to Exhitibit 10.18 to Form 10-Q for
the quarter ended June 30, 1999).
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10.14 Promissory Note for $3,500,000 executed by
Bioanalytical Systems, Inc. in favor of Bank
One, Indiana N.A., dated April 1, 2001
(Incorporated by reference to Exhibit 10.14
to Form 10-Q for the quarter ended June 30,
2000).
(12) No Exhibit
(13) 13.1 2001 Annual Report
(16) No Exhibit
(18) No Exhibit
(21) 21.1 Subsidiaries of the Registrant (Incorporated
by reference to Exhibit 21.1 to Form 10-K for
the year ended September 30, 2001).
(23) 23.1 Consent of Independent Auditors (Incorporated
by reference to Exhibit 23.1 to Form 10-K for
the year ended September 30, 2001)
(24) No Exhibit
(27) No Exhibit
(99) 99.1 Risk Factors Auditors ( Incorporated by
reference Exhibit 99.1 to Form 10-K for the
year ended September 30, 2001)
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