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 26, 2008
BIOANALYTICAL
SYSTEMS, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Indiana
|
|
0-23357
|
|
35-1345024
|
(State
or other jurisdiction of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
2701
KENT AVENUE
WEST
LAFAYETTE, INDIANA
|
|
47906-1382
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (765) 463-4527
Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory
Arrangements of Certain Officers.
|
Effective
September 30, 2008, Emilio
Cordova, Vice President of Business Development, will resign from Bioanalytical
Systems, Inc. after more than twelve years of service to pursue other
opportunities.
Jon
Brewer has been hired to replace Mr. Cordova as Vice President of Sales and
Marketing effective October 1, 2008. Mr. Brewer has nearly 25 years of
experience as a sales and marketing executive in the pharmaceutical industry.
Most recently he consulted with companies to develop and implement new business
strategies. Prior to that he served as Vice President of Integrity
Pharmaceuticals and continued in this role through the merger with Xanodyne,
a
specialty pharmaceutical company headquartered in Cincinnati, OH. He
has a
strong history of developing and executing product launches and sales strategies
resulting in exceptional sales growth.
The
Employment Agreement between Bioanalytical Systems Inc. (“the Company”) and Jon
Brewer, the Vice President of Sales and Marketing, is effective on October
1,
2008. This Employment Agreement expires on March 31, 2010, with one-year
renewal
terms thereafter. Under the terms of the Employment Agreement, Mr. Brewer
will
receive an initial annual salary of $155,000. Additionally, Mr. Brewer will
receive a sign-on bonus in two installments of $5,000 each. He will also
be
eligible to participate in Company bonus plans and in other employee benefit
plans which are generally made available to Company employees. The agreement
includes confidentiality and nondisclosure provisions relating to confidential
and proprietary information of the Company. Mr. Brewer also agrees not to
solicit customers or employees of the Company to leave the Company during,
and
for a period of two years following termination of, his employment.
Mr.
Brewer may resign at any time upon 90 days written notice, and the Company
may
terminate Mr. Brewer's employment without cause, as defined in the Employment
Agreement, at any time upon 90 days written notice. If Mr. Brewer resigns
for
"good reason" as defined in the Employment Agreement or if his employment
is
terminated by the Company without cause, in addition to the payment of any
accrued vacation pay, he will be entitled to continue to receive his
then-current base salary for the 90-day notice period and for an additional
12
months following termination of employment, provided that the salary
continuation following termination of employment will cease if Mr. Brewer
becomes employed by a company that conducts laboratory experiments and research
on behalf of other businesses. The Company may terminate the Employment
Agreement at any time for cause as defined therein.
If,
following any change in control of the Company (as defined in the Employment
Agreement), Mr. Brewer (a) is terminated by the Company due to (i) the
elimination or diminution of Mr. Brewer’s position, authority, duties and
responsibilities relative to the most significant of those held, exercised
and
assigned at any time during the six month period immediately preceding the
change in control, or (ii) a change in location requiring Mr. Brewer’s services
to be performed at a location other than the location where Mr. Brewer was
employed immediately preceding the change in control, other than any office
which is the headquarters of the Company and is less than 35 miles from such
location, or (b) resigns within one year of the change in control, then Mr.
Brewer is entitled to receive payments equal to two years’ annual salary.
In
connection with the Employment Agreement, the Company has agreed to grant
Mr.
Brewer incentive options to purchase 30,000 common shares of the Company
under
the Company's 2008 Employee Incentive Stock Option Plan at the per-share
market
price at the close of business on the last trading day prior to the date
Mr.
Brewer commences employment with the Company. The
option grants are contingent upon Mr. Brewer commencing employment with
the Company.
Item
9.01. |
Financial
Statements and Exhibits.
|
|
10.1 |
Employment
Agreement between Jon Brewer and Bioanalytical Systems, Inc., effective
October
1, 2008.
|
|
99.1 |
Bioanalytical
Systems, Inc. press release, issued September 26,
2008.
|
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.
|
|
|
|
Bioanalytical
Systems, Inc. |
|
|
|
Date:
September 26, 2008
|
By: |
/s/ Michael
R. Cox
|
|
Michael
R. Cox
|
|
Vice
President, Finance and Administration, Chief Financial Officer
and
Treasurer
|
Exhibit
Index
10.1 |
Employment
Agreement between Jon Brewer and Bioanalytical Systems, Inc., effective
October
1, 2008.
|
99.1 |
Bioanalytical
Systems, Inc. press release, issued September 26,
2008.
|