SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Bioanalytical Systems, Inc.
- -------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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Shareholders of Bioanalytical Systems, Inc.:
You are invited to attend the Annual Meeting of Shareholders of
Bioanalytical Systems, Inc. ("BAS"), to be held Thursday, February 17, 2000,15, 2001, at
10:00 a.m. Eastern Standard Time at BAS headquarters, 2701 Kent Avenue, West
Lafayette, Indiana USA.
At the meeting, shareholders will vote on the election of seven persons to
the Board of Directors and the ratification of the selection of Ernst & Young
LLP as independent accountantsauditors for the current year. Details can be found in the
accompanying Notice and Proxy Statement.
We hope that you are able to personally attend the Annual Meeting, and we
look forward to meeting with you. Whether or not you currently plan to attend,
please complete, date and return the proxy card in the enclosed envelope. The
vote of each shareholder is very important. You may revoke your proxy at any
time before it is voted by giving written notice to the Secretary of the Company
or by filing a properly executed proxy bearing a later date.
On behalf of the Board of Directors and management of Bioanalytical
Systems, Inc., I extend our appreciation for your continued support.
Sincerely,
BIOANALYTICAL SYSTEMS, INC.Bioanalytical Systems, Inc.
/s/ Pete Kissinger
Peter T. Kissinger, Ph.D.
Chairman, President and Chief Executive Officer
BIOANALYTICAL SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to Be Held February 17, 2000TO BE HELD FEBRUARY 15, 2001
To the Shareholders of Bioanalytical Systems, Inc.:
The Annual Meeting of Shareholders of Bioanalytical Systems, Inc. (the
"Company") will be held at the principal executive offices of the Company, 2701
Kent Avenue, West Lafayette, Indiana 47906 on Thursday, February 17, 200015, 2001 at
10:00 a.m. (EST) for the following purposes:
o To elect directors of the Company to serve for a one-year term;
o To ratify the selection by the Board of Directors of Ernst & Young LLP
as independent auditors for the Company for the fiscal year ending
September 30, 2000;2001; and
o To transact such other business as may properly come before the
meeting.
Holders of Common Sharescommon shares of record at the close of business on December 31, 199929,
2000 are entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ Candice Kissinger
Candice B. Kissinger
Secretary
January 5, 200012, 2001
West Lafayette, Indiana
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL MEETING, OR IF
YOU DO PLAN TO ATTEND BUT WISH TO VOTE BY PROXY, PLEASE DATE, SIGN AND PROMPTLY
MAIL THE ENCLOSED PROXY. A RETURN ENVELOPE IS PROVIDED FOR THIS PURPOSE.
BIOANALYTICAL SYSTEMS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 17, 2000
General Information15, 2001
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Bioanalytical Systems, Inc. (the "Company") of proxies to
be voted at the Annual Meeting of Shareholders to be held at 10:00 a.m. (EST) on
Thursday, February 17, 2000,15, 2001, and at any adjournment thereof. The meeting will be
held at the principal executive offices of the Company, 2701 Kent Avenue, West
Lafayette, Indiana, 47906. This proxy statement and the accompanying form of
proxy were first mailed to shareholders on or about January 10, 2000.15, 2001.
A shareholder signing and returning the enclosed proxy may revoke it at any time
before it is exercised by written notice to the Secretary of the Company. The
signing of a proxy does not preclude a shareholder from attending the meeting in
person. All proxies returned prior to the meeting will be voted in accordance
with the instructions contained therein. Any proxy not specifying to the
contrary will be voted (1) FOR the election of the nominees for director named
below, and (2) FOR the proposal to ratify the selection of Ernst & Young LLP as
independent auditors for the Company for the fiscal year ending September 30,
2000.2001. Abstentions and broker non-votes are not counted for purposes of
determining whether a proposal has been approved.approved and will be counted for
purposes of determining whether a quorum is present.
As of the close of business on December 31, 1999,29, 2000, the record date for the Annual
Meeting, there were outstanding and entitled to vote 4,528,550 Common Shares4,563,397 common shares of
the Company. Each outstanding Common Sharecommon share is entitled to one vote. The Company
has no other voting securities. Shareholders do not have cumulative voting
rights.
A quorum will be present if a majority of the Common Sharescommon shares are present, in
person or by proxy, at the meeting. The nominees for director will be elected by
a plurality of the votes cast, assuming a quorum is present. All other matters,
including the approval of the independent auditors, will be approved by a
majority of the votes cast.
A copy of the Annual Report of the Company, including financial statements and a
description of operations for the fiscal year ended September 30, 1999,2000, has
preceded or accompanies this proxy statement. The financial statements contained
in that report are not incorporated by reference herein. The solicitation of
proxies is being made by the Company, and all expenses in connection with the
solicitation of proxies will be borne by the Company. The Company expects to
solicit proxies primarily by mail, but directors, officers and regular employees
of the Company may also solicit in person or by telephone.
Shareholder proposals to be considered for presentation to the 20002001 Annual
Meeting of Shareholders must be submitted in writing and received by the Company
on or before August 1, 2000.2001. Shareholder proposals to be considered for
presentation inclusion in the proxy statement to the 2001 Annual Meeting of
Shareholders must be submitted in writing and received by the Company on or
before September 15, 2001.
The mailing address of the principal offices of the Company is 2701 Kent Avenue,
West Lafayette, Indiana 47906.
Beneficial Ownership of Common Shares1
BENEFICIAL OWNERSHIP OF COMMON SHARES
The following table sets forth certain data with respect to those persons known
by the Company to be the beneficial owners of five percent or more of the
outstanding Common Sharescommon shares of the Company as of December 31, 1999,2000, and also sets
forth such data with respect to each director of the Company, each officer
listed in the Executive Compensation table, and all directors and executive
officers of the Company as a group. Except as otherwise indicated in the notes
to the table, each beneficial owner possesses sole voting and investment power
with respect to the Common Sharescommon shares indicated.
SHARES BENEFICIALLY OWNED(1)
NAME NUMBER PERCENT
- ---- ------ -------
NAME NUMBER PERCENT
Primus Capital Fund II, L.P.
1375 E.East Ninth Street
Suite 2700
Cleveland, Ohio 44114 470,250 10.4%44114.............................470,255 10.3%
Middlewest Ventures II, L.P.
201 N.North Illinois St.Street
Suite 300
Indianapolis, Indiana 46204 282,149 6.2%46204.......................246,152 5.4%
Peter T. Kissinger(2) 1,279,155 28.2%...........................1,282,055 28.1%
Ronald E. Shoup(3) 94,967.................................96,717 2.1%
Candice B. Kissinger(4) 1,279,155 28.2%.........................1,282,055 28.1%
William E. Baitinger(5) 137,984 3.0%...........................142,599 3.1%
Michael K. Campbell 27,336 0.6%Campbell(6).............................32,586 0.7%
John A. Kraeutler 250 --Kraeutler(6)..................................500 ---
W. Leigh Thompson 250 --Thompson(6)..................................500 ---
All executive officers and directors
as a group 1,788,951 38.9%group....................................1,775,464 38.7%
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(1) Unless otherwise noted, all addresses are in care of the Company at 2701
Kent Avenue, West Lafayette, Indiana 47906.
(2) Includes (i) 252,309 Common Shares252,559 common shares beneficially owned by Candice B.
Kissinger, the wife of Dr. Kissinger, and (ii) 595,904 Common Sharescommon shares owned
jointly by Dr. and Mrs. Kissinger.Kissinger and (iii) the right for Candice B.
Kissinger to acquire 250 common shares pursuant to vested options.
(3) Includes (i) 75,458 Common Sharescommon shares owned jointly by Dr. Shoup and his wife
and (ii) 19,057 Common Shares issuable upon the exercise of options under the
1990 Employee Incentive Stock Option Plan exercisable within 60 days of December
31, 1999.right to acquire 20,807 common shares pursuant to vested
options.
(4) Includes (i) 430,942 Common Shares433,542 common shares beneficially owned by Peter T.
Kissinger, and (ii) 595,904 Common Sharescommon shares owned jointly by Dr. and Mrs.
Kissinger.Kissinger and (iii) the right for Candice B. Kissinger to acquire 250
common shares pursuant to vested options.
(5) Includes 53,089 Common Sharescommon shares owned jointly by Mr. Baitinger and his wife.wife
and (ii) the right to acquire 500 common shares pursuant to vested options.
(6) Includes the right to acquire 500 common shares pursuant to vested options.
2
1. ELECTION OF DIRECTORS
NomineesNOMINEES
The Bylaws of the Company provide for no fewer than seven and no greater than
nine directors, each of whom is elected for a one-year term. The terms of all
incumbent directors will expire at the Annual Meeting. The Board of Directors
has nominated all of the current directors for reelectionre-election at the Annual
Meeting. The directors nominated for reelectionre-election are: Peter T. Kissinger, Ronald
E. Shoup, Candice B. Kissinger, Ronald E. Shoup, William E. Baitinger, Michael K. Campbell, John
A. Kraeutler and W. Leigh Thompson (collectively, the "Nominated Directors").
Unless authority to vote for the Nominated Directors is withheld, the
accompanying proxy will be voted FOR the election of the Nominated Directors.
However, the persons designated as proxies reserve the right to cast votes for
another person designated by the Board of Directors in the event any Nominated
Director will be unable or unwilling to serve. Proxies will not be voted for
more than seven nominees. Those nominees receiving at least a plurality of the
votes eligible to be cast will be elected to the Board of Directors.
The directors of the Company as of December 31, 19992000 are as follows:
SERVED AS TERM
NAME AGE POSITION DIRECTOR SINCE ENDS
- ---- --- -------- -------------- ----
Served as Term
Name Age Position Director Since Ends
Peter T. Kissinger, Ph.D. 5556 Chairman of the Board; 1974 20002001
President; Chief Executive
Officer
Ronald E. Shoup, Ph.D. 4849 President, BAS Analytics;
Director 1991 20002001
Candice B. Kissinger 4849 Sr. Vice President, International
Marketing; Secretary;
Director 1978 20002001
William E. Baitinger 6667 Director 1979 20002001
Michael K. Campbell 4849 Director 1991 20002001
John A. Kraeutler 5152 Director 1997 20002001
W. Leigh Thompson, Ph.D. 6162 Director 1997 20002001
3
Executive Officers
The executive officers of the Company as of December 31, 1999 are as follows:
Served as
Name Age Position Officer Since
Peter T. Kissinger, Ph.D. 55 Chairman of the Board;
President; Chief Executive Officer 1974
Ronald E. Shoup, Ph.D. 48 President, BAS Analytics; Director 1983
Craig S. Bruntlett, Ph.D. 50 Vice President,
Electrochemical Products 1992
Donnie A. Evans 53 Vice President, Engineering 1988
Stephen Geary, Ph.D. 58 Vice President, United States
Sales and Marketing 1992
Candice B. Kissinger 48 Vice President, International
Marketing; Secretary and Director 1981
Lina L. Reeves-Kerner 49 Vice President, Human Resources 1995
Michael P. Silvon, Ph.D. 52 Vice President,
Business Development 1997
James B. Spence 56 Managing Director,
BAS Analytics Ltd. 1998
Denise M. Wallworth, Ph.D. 46 Managing Director,
BAS Instruments Ltd. 1995
Douglas P. Wieten 38 Vice President, Finance; Chief
Financial Officer; Treasurer 1992
Michelle L. Carson 28 Controller 1999
Business Experience of Directors and Executive Officers
PeterBUSINESS EXPERIENCE OF NOMINEES
PETER T. Kissinger, Ph.D.KISSINGER, PH.D. founded the Company in 1974 and has served as its
Chairman, President and Chief Executive Officer since 1974. He is also a
part-time Professor of Chemistry at Purdue University where he has been teaching
since 1975. Dr. Kissinger has a Bachelor of Science degree in Analytical
Chemistry from Union College and a Doctorate in Analytical Chemistry from the
University of North Carolina.
RonaldRONALD E. Shoup, Ph.D.SHOUP, PH.D. has been President of the Company's services unit, BAS
Analytics, since 1990. He has been instrumental in developing many of the
Company's chromatographic applications. Dr. Shoup has a Bachelor of Science
degree in Chemistry and Mathematics and a Ph.D. in Analytical Chemistry from
Purdue.
Craig S. Bruntlett, Ph.D.Purdue University.
CANDICE B. KISSINGER has been Senior Vice President, Electrochemical Products
since 1992 and is responsible for sales, marketing and development of the
Company's electrochemical products. From 1980 to 1990, Dr. Bruntlett was
Director of New Product Development for the Company. Dr. Bruntlett has a
Bachelor of Arts degree in Chemistry and Mathematics from St. Cloud State
University in Minnesota and a Ph.D. in Chemistry from Purdue University.
Donnie A. Evans was the Company's first full-time employee, beginning as an
electronics engineer in 1978. Since January of 1988, he has been Vice President,
Engineering Services.
Stephen Geary, Ph.D. has been Vice President, United States Sales and Marketing since January
1992. Dr. Geary is responsible for the sales efforts of the
Company's clinical products. Dr. Geary has a Bachelor of Science degree in
Biology and Chemistry from Tufts University, a Master of Science degree in
Biology from the University of New Hampshire and a Ph.D. in Biochemistry from
Syracuse University.
Candice B. Kissinger has been2000. She served as Vice President, International Sales and Marketing since July
1981. Mrs. Kissinger developed the Company's international
distribution network and is responsible for managing the Company's advertising
activities. Mrs. Kissinger has a Bachelor of Science degree in Microbiology from Ohio
Wesleyan University and a Master of Science degree in Food Science from the
University of Massachusetts. Mrs. Kissinger is the wife of Dr. Peter T.
Kissinger.
Lina L. Reeves-Kerner has been Vice President, Human Resources since 1995 and is
responsible for the administrative support functions of the Company, including
shareholder relations, human resources and community relations. From 1980 to
1990 Ms. Reeves-Kerner served as an Administrative Assistant with the Company.
Ms. Reeves-Kerner has a Bachelor of Science degree in Business Administration
from Indiana Wesleyan University.
Michael P. Silvon, Ph.D. has been Vice President, Business Development since
March 1997. From August 1996 until January 1997, Dr. Silvon was Manager,
Technical Services for Great Lakes Chemical responsible for commercial technical
support. From December 1994 until August 1996, Dr. Silvon was a self-employed
consultant. From October 1993 until December 1994, Dr. Silvon was Vice President
Sales and Marketing at Hi-Port, Inc., a custom formulations firm in Houston,
Texas. Prior to that time, Dr. Silvon was a Regional Business Manager-Americas
for Zeneca, responsible for outsourcing the needs of major pharmaceutical
companies with key raw materials. Dr. Silvon has his Bachelor in Science in
Chemistry from Loyola University of Chicago, a Ph.D. in Chemistry from the
University of Vermont and a Master of Business Administration from Sacred Heart
University.
James B. Spence has been Managing Director, BAS Analytics Ltd., since July 1998.
Since 1990 he had been Managing Director of Clinical Innovations, which was
acquired by the Company in July 1998. Mr. Spence was made a Fellow of the
Institute of Medical Laboratory Sciences in 1966.
Denise M. Wallworth, Ph.D. has been Managing Director, BAS Instruments Ltd.
since March 1995 and is responsible for the Company's operations in the United
Kingdom. Prior to that time she was Managing Director of Technicol Ltd., which
was acquired by the Company in March 1995. Dr. Wallworth has a Bachelor of
Science degree in Chemistry and a Doctorate in Organic Chemistry from the
University of Manchester Institute of Science Technology.
Douglas P. Wieten has been Vice President, Finance since February 1999, Chief
Financial Officer since September 1997 and Treasurer since March 1997. He served
as corporate Controller from 1992 to February 1999. Prior to that time, Mr.
Wieten worked at Ernst & Whinney (now Ernst & Young LLP), where he had been
employed since 1984. Mr. Wieten is a certified public accountant and has a
Bachelor of Science degree in Accounting from Butler University.
Michelle L. Carson joined the Company in 1994 and has been corporate Controller
since February 1999. Ms. Carson has a Bachelor of Science degree in Accounting
from Purdue University and is a certified public accountant.
WilliamWILLIAM E. BaitingerBALTINGER has served as a director of the Company since 1979. Mr.
Baitinger has been Director of Technology Transfer at Purdue University since
1988, responsible for all aspects of the program. Mr. Baitinger has a Bachelor
of Science degree in Chemistry and Physics from Marietta College and a Master of
Science degree in Chemistry from Purdue University.
MichaelMICHAEL K. CampbellCAMPBELL has served as a director of the Company director since 1991. Mr.
Campbell has been the President and Chief Executive Officer of Powerway, Inc., a
software company, since January 1993. From January 1992 until January 1993, he
was Chief Financial Officer of Hurco Companies, Inc. and president of Hurco
Manufacturing, its largest division. He has a Bachelor of Science degree in
Accountingaccounting from the University of Southern Indiana.
JohnJOHN A. KraeutlerKRAEUTLER has served as a director of the Company since January 1997.
Mr. Kraeutler has been President and Chief Operating Officer of Meridian
Diagnostics, Inc. since August 1992 and is also a director. Prior to that time,
Mr. Kraeutler was Executive Vice President and Chief Operating Officer of
Meridian Diagnostics, Inc. Mr. Kraeutler has a Bachelor of Science degree in
Biology from Fairleigh Dickinson University as well as a Master of Science
degree in Biology and a Master of Business Administration from Seton Hall
University.
W. Leigh Thompson, Ph.D.LEIGH THOMPSON, PH.D., M.D., has served as a director of the Company since
January 1997. Since 1995, Dr. Thompson has been chief executive officerChief Executive Officer of
Profound Quality Resources, Inc., a scientific consulting firm. Prior to 1995,
Dr. Thompson held various positions at Lilly Research Laboratories. Dr. Thompson
has a Bachelor of Science degree in Biology from the College of Charleston, a
Master of Science and a Doctorate in Pharmacology from the Medical University of
South Carolina and a Medical Doctor degree from The Johns Hopkins University.
Dr. Thompson is also a director of Chrysalis International Corporation, Corvas
International, Inc., GeneMedicine, Inc., La Jolla Pharmaceutical Company,
Medarex, Inc., Ophidian Pharmaceuticals, Inc. and Orphan Medical, Inc.
Scientific Advisory Board4
SCIENTIFIC ADVISORY BOARD
In 1985, the Company established a Scientific Advisory Board to assist the
Company in its research and development activities. The Scientific Advisory
Board is comprised of distinguished scientists from outside the Company who have
significant accomplishments in areas of science and technology that are
important to the Company's future. The Scientific Advisory Board interacts with
the Company's scientific and management staff.
Each of the Scientific Advisory Board members is employed outside the Company
and may have commitments to, or consulting or advisory contracts with, other
entities that may conflict or compete with his or her obligations with the
Company. Generally, members of the Scientific Advisory Board are not expected to
devote a substantial portion of their time to Company matters.
Members of the Scientific Advisory Board do not receive any compensation in
connection with attending meetings of the Scientific Advisory Board. They do,
however, from time to time, receive compensation in connection with consulting
services they render to the Company. In fiscal 19992000, Dr. Thompson received
$4,200$4,600 for consulting service rendered to the Company, and no other member of
the Scientific Advisory Board received fees for consulting services.
Family RelationshipsFAMILY RELATIONSHIPS
Peter T. Kissinger and Candice B. Kissinger are husband and wife. There is no
other family relationship among the directors and executive officers of the
Company.
Compensation of DirectorsCOMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive $1,000$1,100 for each Board
meeting attended, plus out-of-pocket expenses incurred in connection with
attendance at such meetings. Directors of the Company or an affiliate of the
Company who are not employed by the Company or any affiliate may also
participate in the Company's 1997 Outside Director Stock Option Plans,Plan, as may be
selecteddetermined from time to time by the Compensation Committee. However, no options
were issued pursuant to the plan in fiscal 2000. Dr. Thompson received an
additional $4,200$4,600 as compensation for the services he rendered as a consultant
to the Company. Directors who are employees of the Company do not receive any
additional compensation for their services as directors.
Committees and Meetings of the Board of DirectorsCOMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has established a Compensation and Incentive Stock Option
Committee, an Audit Committee and an Executive Committee. The Compensation and
Incentive Stock Option Committee of the Board of Directors (the "Compensation
Committee") is comprised of Peter T. Kissinger and John A. Kraeutler. The
responsibilities of the Compensation Committee include making recommendations to
the Board of Directors with respect to: compensation arrangements for the
executive officers of the Company; policies relating to salaries and job
descriptions; insurance programs; and benefit programs of the Company, including
its retirement plans. The Compensation Committee administers the 1990 and 1997
Employee Incentive Stock Option Plans. The Compensation Committee did not meetmet one time
during fiscal 1999.2000.
5
The Audit Committee of the Board of Directors is comprised of William E.
Baitinger, and Michael K. Campbell.Campbell and John A. Kraeutler. The Audit Committee
reviews with the auditors the scope of the audit work performed, audit
practices, any questions arising in the course of the audit work and inquiries
as to other pertinent matters such as internal accounting controls, financial
reporting, security and personnel staffing. The Board of Directors has adopted a
charter which is attached as Appendix A. The committee met twice during fiscal
1999.
2000.
The Executive Committee is comprised of Messrs. Kissinger, Shoup, Baitinger,
Kraeutler and Thompson. The Executive Committee may exercise all of the
authority of the Board of Directors, subject to certain limitations with respect
to payment of dividends, filling of vacancies on the Board, amendment of the
Articles of Incorporation or Bylaws, and issuance of shares.
The Board of Directors has no nominating committee. The Board of Directors will
consider for nomination as directors persons recommended by shareholders. Such
recommendations must be in writing and delivered to the Secretary, Bioanalytical
Systems, Inc., 2701 Kent Avenue, West Lafayette, Indiana 47906.
The Board of Directors met four times during fiscal 1999. Mr. Kraeutler attended
50% of the meetings of the Board of Directors.2000. No other director attended
fewer than 75% of the meetings of the Board of Directors and meetings of any
committee of the Board of Directors of which he or she was a member.
Executive CompensationEXECUTIVE COMPENSATION
The following table sets forth information with respect to the aggregate
compensation paid during each of the last three years to the Company"sCompany's President
and Chief Executive Officer and each of the other executive officers of the
Company whose total compensation exceeded $100,000 during fiscal 19992000 (the
"Named Executive Officers").
ALL OTHER
FISCAL YEAR SALARY BONUS COMPENSATION
----------- ------ ----- ------------
All Other
FY Salary Bonus Compensation
Peter T. Kissinger, Ph.D 1999 $85,0002000 $ -- $25,558(1)85,000 $--- $ 25,965(1)
Chairman of the Board; President 1998 $85,0001999 $ -- $26,893(1)85,000 $--- $ 25,558(1)
and Chief Executive Officer 1997 $85,000 $21,250 $25,380(1)1998 $ 85,000 $--- $ 26,893(1)
Ronald E. Shoup, Ph.D 1999 $99,9962000 $107,000 $--- $ -- $ 5,800(2)6,407(2)
President, BAS Analytics; Director 1999 $ 99,996 $--- $ 5,800(2)
1998 $92,500 $ --92,500 $--- $ 6,177(2)
1997 $84,254 $22,500 $ 4,850(2)
Candice B. Kissinger 1999 $79,2002000 $ -- $25,459(3)84,450 $--- $ 25,922(3)
Sr. Vice President, Int'l Marketing; 1998 $74,5121999 $ -- $25,187(3)79,200 $--- $ 25,459(3)
Secretary and Director 1997 $62,551 $15,900 $25,415(3)1998 $ 74,512 $--- $ 25,187(3)
- -----------------------------
(1) Includes $20,865 of premiums paid on a life insurance policy on the lives
of Dr. Kissinger and Mrs. Kissinger, the beneficiary of which is a trust
established for their benefit, and contributions to the Company's 401(k)
plan on Dr. Kissinger's behalf.
(2) Represents contributions to the Company's 401(k) plan on Dr. Shoup's
behalf.
(3) Includes $20,865 of premiums paid on a life insurance policy on the lives
of Mrs. Kissinger and Dr. Kissinger, the beneficiary of which is a trust
established for their benefit, and contributions to the Company's 401(k)
plan on Mrs. Kissinger's behalf.
6
OptionsOPTIONS
A total of 95,000 Common Sharescommon shares have been reserved for issuance under the
Company's 1997 Employee Incentive Stock Option Plan ("Employee Plan") and a
total of 5,000 Common
Sharescommon shares have been reserved for issuance under the Company's
1997 Outside Director Stock Option Plan.Plan ("Director Plan"). Options to purchase
an aggregate of 5,000 common shares were granted during fiscal 2000 and remain
outstanding at December 31, 2000 at an exercise price of $2.88. Options to
purchase an aggregate of 55,000 Common Sharescommon shares were granted pursuant to the
Employee Plan during fiscal 1999, and 49,000 remain outstanding at December 31,
19992000 at an exercise price of $4.25. Options to purchase an aggregate of 31,500
common shares pursuant to the Employee Plan and 4,000 Common Shares,
respectively,common shares pursuant to
the Director Plan were granted during fiscal 1998, and 30,000 and 4,000,
respectively, remain outstanding at December 31, 19992000 at an exercise price of
$8.00. Options to purchase a total of 89,599
Common Shares44,483 common shares remain outstanding
under the 1990 Employee Incentive Stock Option Plan at a weighted average
exercise price of $1.23$1.64 per share, and no Common
Sharesoptions to purchase common shares are
outstanding under the 1990 Outside Director Stock Option Plan. No further
options may be granted under the 1990 Employee Incentive Stock Option Plan or the 1990
Outside Director Stock Option Plan. Unqualified options to
purchase an aggregate of 9,000 Common SharesThere were granted during fiscal 1999 and
remain outstanding at an exercise price of $4.25. The following sets forth
information onno grants of stock options to
Named Executive Officers in fiscal 1999.
Option Grants in Last Fiscal Year
% of Total Potential Realizable
Number of Options Value at Assumed Annual
Securities Granted to Exercise Rates of Stock Price
Underlying Employees Price Expiration Appreciation for Option Term
Options Granted in Year ($/Share) Date 5% 10%
Peter T. Kissinger, Ph.D. -- -- -- -- -- --
Ronald E. Shoup, Ph.D. 3,000 4.1% 4.25 12/11/2008 $ 8,018 $20,320
Candice B. Kissinger 1,000 1.4% 4.25 12/11/2008 $ 2,673 $ 6,773
2000.
The following table sets forth certain information concerning exercisable and
unexercisable options held by the Named Executive Officers at September 30,
1999.2000.
Aggregated Option Exercises In Last Year And Fiscal Year-End Option ValuesAGGREGATED OPTION EXERCISES IN LAST YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES SEPTEMBER 30, 2000 SEPTEMBER 30, 2000(1)
ACQUIRED ON VALUE ------------------ ---------------------
EXERCISE (#) REALIZED(#) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ ----------- ----------- ------------- ----------- -------------
z
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
September 30, 1999 September 30, 1999 (1)
Shares
Acquired on Value
Exercise (#) Realized ($) Exerc. Unexercisable Exerc. Unexercisable
Peter T. Kissinger, Ph.D. -- -- -- -- -- ----- --- --- --- --- ---
Ronald E. Shoup, Ph.D. 3,3001,172 $ 9,785 20,228 6,000 $29,041 --2,376 20,807 4,250 $ 19,456 ---
Candice B. Kissinger -- -- -- 1,000 -- ----- --- 250 750 - ---
- -----------------------------
(1) Calculated on the basis of $3.0625$2.688 per share which was the closing price of
the Common Sharescommon shares as reported on the NASDAQ National Market System on
September 30, 1999.29, 2000.
401(k) Savings Plan401(K) SAVINGS PLAN
The Company has a defined contribution retirement plan (the "401(k) Plan"),
qualified under Sections 401(a) and 401(k) of the Code. All employees of the
Company are eligible to enroll in the 401(k) Plan on the first April 1 or
October 1quarter after
completing one year of employment with the Company. The 401(k) Plan provides
that the Company will contribute 2% of each eligible employee's compensation to
the 401(k) Plan. In addition, each participant may contribute from 1% to 10%18% or
none of their annual compensation. The Company may also make discretionary
contributions based on a certain percentage of a participant's contributions
under the 401(k) Plan, as determined by the Board of Directors. The Board
approved a matching contribution of 38%40% of the first 10% of the participants'
contributions beginning October 1, 1998.1999. Contribution expense for the 401(k)
Plan was $227,022$256,107 for the year ended September 30, 1999.
Compensation Committee Interlocks and Insider Participation2000.
7
COMPENSATION COMMITTEE: INTERLOCKS AND INSIDER PARTICIPATION
Peter T. Kissinger and John A. Kraeutler serve on the Compensation Committee.
Dr. Kissinger, the President and Chief Executive Officer of the Company, does
not participate in decisions regarding his compensation. None of the Company's
executive officers serves as a director of, or in any compensation-related
capacity for, companies with which members of the Compensation Committee are
affiliated.
Report of the Compensation and Incentive Stock Option CommitteeREPORT OF THE: COMPENSATION AND INCENTIVE STOCK OPTION COMMITTEE
The Compensation and Incentive Stock Option Committee of the Board of Directors
(the "Compensation Committee") has responsibility for the Company's executive
compensation program. The Compensation Committee is currently comprised of Peter
T. Kissinger and John A. Kraeutler. The following report is submitted by the
members of the Compensation Committee.
The Company's executive compensation program is designed to align executive
compensation with financial performance, business strategies and Company values
and objectives. The Company's compensation philosophy is to ensure that the
delivery of compensation, both in the short and long term,long-term, is consistent with
the sustained progress, growth and profitability of the Company and acts as an
inducement to attract and retain qualified individuals. This program seeks to
enhance the profitability of the Company, and thereby enhance shareholder value,
by linking the financial interests of the Company's executives with those of its
long-term shareholders. Under the guidance of the Company's Compensation
Committee of the Board of Directors, the Company has developed and implemented
an executive compensation program to achieve these objectives while providing
executives with compensation opportunities that are competitive with companies
of comparable size in related industries.
The Company's executive compensation program has been designed to implement the
objectives described above and is comprised of the following fundamental
elements:
o A base salary that is determined by individual contributions and
sustained performance within an established competitive salary range.
Pay for performance recognizes the achievement of financial goals,
accomplishment of corporate and functional objectives, and performance
of individual business units of the Company.
o Grants of options under the Company's option plans that reward executives
when shareholder value is created through increase in the market value
of the Company's Common Shares.common shares. Stock option grants focus executives
on managing the Company from the perspective of an owner with an
equity position in the business.
Base Salary.BASE SALARY. The salary, and any periodic increase thereof, of the President and
Chief Executive Officer were and are determined by the Board of Directors of the
Company based on recommendations made by the Compensation Committee, excluding
Dr. Kissinger. The salaries, and any periodic increases thereof, of all other
executive officers were and are determined by the Board of Directors based on
Committee recommendations.
The Company, in establishing base salaries, levels of incidental and/or
supplemental compensation, and incentive compensation programs for its officers
and key executives, assesses periodic compensation surveys and published data
covering the Company's industry and industry in general. The level of base
salary compensation for officers and key executives is determined by both their
scope of responsibility and the established salary ranges for officers and key
executives of the Company. Periodic increases in base salary are dependent on
the executive's proficiency of performance in the individual's position for a
given period and on the executive's competency, skill and experience.
8
Compensation levels for fiscal 19992000 for the President and Chief Executive
Officer, and for the other executive officers of the Company, reflected the
positive performance of the Company in fiscal 19981999 as well as the accomplishment
of corporate and functional objectives.
Option Plans.OPTION PLANS. Granting of options pursuant to the Company's option plans is
intended to align executive interest with the long-term interests of
shareholders by linking executive compensation with enhancement of shareholder
value. In addition, grants of options motivate executives to improve long-term
stock market performance by allowing them to develop and maintain a significant
long-term equity ownership position in the Company's Common Shares.common shares.
Respectfully submitted,
Peter T. Kissinger
John A. Kraeutler
Stock Price Performance GraphAUDIT COMMITTEE REPORT
The Audit Committee reviews Bioanalytical Systems, Inc. financial reporting
process on behalf of the Board of Directors. In fulfilling its responsibilities,
the Committee has reviewed and discussed the audited financial statements
contained in the 2000 Annual Report on SEC Form 10-K with Bioanalytical Systems,
Inc.'s management and the independent auditors. Management is responsible for
the financial statements and the reporting process, including the system of
internal controls. The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with accounting
principles generally accepted in the United States.
The Committee discussed with the independent auditors, the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended. In addition, the Committee has discussed with the
independent auditors, the auditors' independence from Bioanalytical Systems,
Inc. and its management including the matters in the written disclosures
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in Bioanalytical Systems, Inc.'s Annual
Report on SEC Form 10-K for the year ended September 30, 2000, for filing with
the Securities and Exchange Commission.
Respectfully submitted,
Michael K. Campbell, Chair
William E. Baitinger
John A. Kraeutler
9
STOCK PRICE: PERFORMANCE GRAPH
The line graph below compares yearly percentage change in the cumulative total
stockholder return on the Company's Common Stockcommon shares against the cumulative total
return on the Nasdaq Composite Index and a composite index based on a group of
ten publicly traded contract research and chemical instrumentation organizations
(the "Peer Group Index") for the period commencing November 24, 1997, the date
of the Company's initial public offering, and ending September 30, 1999.2000.
The Peer Group Index is comprised of Applied Analytical Industries; Bioreliance
Corporation; CEM Corporation; Clintrials Research, Inc.; Kendle International; Metrika Systems Corporation;New Brunswick
Scientific Co., Inc.; Pharmaceutical Product Development, Inc.; Isco, Inc.;
Molecular Devices Corporation; OI Corporation; and Premier Research Worldwide,
Ltd. Collaborative Clinical
Research, Inc. and Hach Company were replaced with Kendle International and
Metrika Systems Corporation becauseBecause they were no longer publicly traded at September 30, 1999.2000, CEM Co.
and Metrika Systems Co. were replaced with New Brunswick Scientific Co., Inc.
and Pharmaceutical Product Development, Inc. The Graphgraph is presented as if the
two new companies were components of the peer index on November 24, 1997. The
comparison of total return on investment (change in year-end stock price plus
reinvested dividends) for the applicable period assumes that $100 was invested
on November 24, 1997, in each of Bioanalytical Systems, Inc. (at the initial
public offering price), the Nasdaq Composite Index and the Peer Group Index.
Comparison of Cumulative Total Return
Among Bioanalytical Systems, Inc.COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG BIOANALYTICAL SYSTEMS, INC., theTHE NASDAQ
Composite Index, and the Peer Group Index
Compliance With Reporting Requirements of Section 16(a)
of the Securities and Exchange Act of 1934
COMPOSITE INDEX, AND THE PEER GROUP INDEX
[GRAPHIC OMITTED]
Comparison of Cumulative Total Return
Among Bioanalytical Systems, Inc., the NASDAQ
Composite Index, and the Peer Group Index
11/24/97 9/30/98 9/30/99 9/30/00
-------- ------- ------- -------
NASDAQ $100 106.73 $173.04173.04 231.42
PEER Group $ 90.48 $ 77.62
Bioanalytical Systems, Inc. $GROUP 100 100.07 87.76 135.76
BASI 100 67.19 $ 38.28 33.59
COMPLIANCE WITH REPORTING REQUIREMENTS OF SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 required the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stockcommon shares and other equity securities of the
Company. Officers, directors and greater than ten-percentgreater-than-ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. To the knowledge of the Company, all Section 16(a)
filing requirements applicable to the Company's officers, directors and
greater than
ten-percentgreater-than-ten-percent beneficial owners have been made in a timely manner.
10
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board of DirectorsDirector's has
selected Ernst & Young LLP as independent auditors for the Company for the
fiscal year ending September 30, 2000.2001. The Company has been advised by such firm
that neither it nor any of its associates has any direct or material indirect
financial interest in the Company.
Ernst & Young LLP has acted as independent auditors for the Company since 1994.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions concerning the audits
of the Company's financial statements.
3. OTHER MATTERS
As of the date of this proxy statement, the Board of Directors of the Company
has no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If (a) any matters not within the
knowledge of the Board of Directors as of the date of this proxy statement
should properly come before the meeting; (b) a person not named herein is
nominated at the meeting for election as a director because a nominee named
herein is unable to serve or for good cause will not serve; (c) any proposals
properly omitted from this proxy statement and the form of proxy should come
before the meeting; or (d) any matters should arise incident to the conduct of
the meeting, then the proxies will be voted in accordance with the
recommendations of the Board of Directors of the Company.
By Order of the Board of Directors,
/s/ Candice Kissinger
Candice B. Kissinger
Secretary
January 5, 200012, 2001
11
Appendix A
AUDIT COMMITTEE CHARTER
ROLE AND INDEPENDENCE
The audit committee of the board of directors assists the board in fulfilling
its responsibilities for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the corporation and other such
duties as directed by the board. The membership of the committee shall consist
of at least three directors who are generally knowledgeable in financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the board, would interfere with his or her individual exercise of
independent judgement, and shall meet the director independence requirements for
serving on audit committees as set forth in the corporate governance standards
of the NASDAQ. The committee is expected to maintain free and open communication
(including private executive sessions at least annually) with the independent
accountants and the management of the corporation. In discharging this oversight
role, the committee is empowered to investigate any matter brought to its
attention, with full power to retain outside counsel or other experts for this
purpose.
The board of directors shall appoint one member of the audit committee as
chairperson. He or she shall be responsible for leadership of the committee,
including preparing the agenda, presiding over the meetings, making committee
assignments and reporting to the board of directors. The chairperson will also
maintain regular liaison with the CEO, CFO and the lead independent audit
partner.
RESPONSIBILITIES
The audit committee's primary responsibilities include:
o Recommending to the board the independent accountant to be selected or
retained to audit the financial statements of the corporation. In so doing,
the committee will request from the auditor a written affirmation that the
auditor is in fact independent, discuss with the auditor any relationships
that may impact the auditor's independence, and recommend to the board any
actions necessary to oversee the auditor's independence.
o Overseeing the independent auditor relationship by discussing with the
auditor the nature and rigor of the audit process, receiving and reviewing
audit reports, and providing the auditor full access to the committee (and
the board) to report on any and all appropriate matters.
o Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the company's accounting principles as
applied in its financial reporting, including review of estimates, reserves
and accruals, review of judgmental areas, review of audit adjustments
whether or not recorded and such other inquiries as may be appropriate.
Based on the review, the committee shall make its recommendation to the
board as to the inclusion of the Company's audited financial statements in
the company's annual report on Form 10-K.
o Reviewing with management and the independent auditor the quarterly
financial information prior to the Company's filing of Form 10-Q. This
review may be performed by the committee or its chairperson.
12
o Discussing with management and the external auditors the quality and
adequacy of the Company's internal controls.
o Discussing with management the status of pending litigation, taxation
matters and other areas or oversight to the legal and compliance area as
may be appropriate.
o Reporting audit committee activities to the full board and issuing annually
a report to be included in the proxy statement (including appropriate
oversight conclusions) for submission to the shareholders.
13