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EX-99.1 - EXHIBIT 99.1 - Inotiv, Inc.v469186_ex99-1.htm

 

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): June 14, 2017

 

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 14, 2017, the Board of Directors of Bioanalytical Systems, Inc. (the “Company”) unanimously elected Gregory C. Davis, Ph.D. as an independent, Class III director. Dr. Davis’ term will expire at the 2018 annual meeting of shareholders. The Board of Directors has not determined the committees of the Board of Directors to which Dr. Davis will be named. The Company will disclose that information once determined.

 

As a director of the Company, Dr. Davis will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 30, 2017. This compensation generally consists of cash payments (annual cash retainers and board and committee meeting fees) and such stock option awards as may be granted from time to time.

 

A copy of the press release announcing the election of Dr. Davis is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d)Exhibits:

 

99.1Press Release dated June 20, 2017

 

 

 

 

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: June 20, 2017 By: /s/ Jill C. Blumhoff  
    Jill C. Blumhoff  
    Chief Financial Officer,  
    Vice President of Finance  

  

 

 

 

Exhibit Index

 

Exhibit No.Description

 

99.1Press Release dated June 20, 2017