UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER:
000-23357
CUSIP
NUMBER:
717131-10-6
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(Check
One):
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o Form
10-K
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o Form
20-F
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o Form
11-K
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x Form
10-Q
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o Form
10-D
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o Form
N-SAR
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o Form
N-CSR
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For
Period Ended: December 31, 2008
o Transition
Report on Form 10-K
o Transition
Report on Form 20-F
o Transition
Report on Form 11-K
o Transition
Report on Form 10-Q
o Transition
Report on Form N-SAR
For the
Transition Period Ended: ________________________
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
BIOANALYTICAL SYSTEMS,
INC.
Full Name
of Registrant
Not
Applicable
Former
Name if Applicable
2701 Kent
Avenue
Address
of Principal Executive Office (Street and Number)
West Lafayette,
IN 47906
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate) x
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date;
and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Bioanalytical
Systems, Inc. (the "Company") is unable to file its Form 10-Q for the three
months ended December 31, 2008, within the prescribed time period without
unreasonable effort and expense. Specifically, the Company was not in
compliance with loan covenant requirements related to fixed charge coverage at
December 31, 2008 under its loan agreements with National City Bank of Indiana
(“NatCity”) and Regions Bank (“Regions”). On February 17, 2009, the
Company obtained a written waiver from Regions of its non-compliance with the
Regions fixed charge coverage covenant through March 31,
2009. Discussions with NatCity to waive or amend a
similar fixed charge coverage requirement for the same periods are
continuing. The non-compliance with the NatCity covenant and
the terms of any waiver or amendment could affect the classification and
disclosures regarding the Company’s debt in its quarterly financial
statements. Additional time is required to complete the discussions
with NatCity and determine the impact of the outcome of those discussions on the
Company’s financial statements and disclosures. The Company
anticipates completing the filing on or before the fifth calendar day following
the prescribed due date (as extended by Commission rules).
This
Notification contains certain statements that are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Readers of this Notification are cautioned that reliance on
any forward-looking statement involves risks and uncertainties. Although
Bioanalytical Systems, Inc. believes that the assumptions on which the
forward-looking statements contained herein are based are reasonable, any of
those assumptions could prove to be inaccurate given the inherent uncertainties
as to the occurrence or nonoccurrence of future events. There can be no
assurance that the forward-looking statements contained in this Notification
will prove to be accurate. Risks and uncertainties that may affect
the Company's future results include, but are not limited to, risks and
uncertainties related to negotiations with the Company's banks, the development,
marketing and sales of products and services, changes in technology, industry
standards and regulatory standards, and various risks discussed under the
heading “Risk Factors” in the Company's annual report on Form
10-K. The inclusion of a forward-looking statement herein should not
be regarded as a representation by the Company that the Company's objectives
will be achieved. The Company does not undertake any obligation to
update any forward looking statement.
PART
IV - OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
Michael R. Cox
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(765)
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463-4527
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Name
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
x Yes o No
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
x Yes o No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made:
Refer to Exhibit 99.1 on Form
8-K filed on February 18, 2009
BIOANALYTICAL SYSTEMS,
INC.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
February 18,
2009
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By:
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/s/ Michael
R. Cox
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Michael
R. Cox
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Vice
President, Finance and Administration,
Chief
Financial Officer and
Treasurer
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).