Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
______________________
Form 12b-25
NOTIFICATION
OF LATE FILING
|
SEC
FILE NUMBER:
000-23357
_______________
CUSIP
NUMBER:
717131-10-6
|
For
Period Ended: September 30, 2009
[
] Transition Report on Form 10-K
[
] Transition Report on Form 20-F
[
] Transition Report on Form 11-K
[
] Transition Report on Form 10-Q
[
] Transition Report on Form N-SAR
For the
Transition Period Ended:
Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
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
(a) The
reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
(b) 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
(c) The
accountant's statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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-K for the fiscal
year ended September 30, 2009, within the prescribed time period without
unreasonable effort and expense. Specifically, the Company is engaged
in negotiations to obtain replacement financing for its existing revolving
credit agreement with National City Bank which expires on December 31,
2009. The Company has been informed by its independent registered
public accounting firm that without replacement financing to satisfy the
auditors' concerns regarding the Company's liquidity and debt covenant margins,
their audit opinion will include an explanatory paragraph indicating substantial
doubt about the Company's ability to continue as a going concern. In
light of (i) the uncertainty over these financing transactions and (ii) the
required commitment of the Company's finance personnel and resources that would
otherwise have been used for the preparation of the annual report on Form 10-K
to the search for and negotiation of replacement financing for the National City
Credit Agreement, the Company is unable to file such report within the
prescribed time without unreasonable effort or expense. Nevertheless, the
Company anticipates completing such filing on or before the fifteenth calendar
day following the prescribed due date.
part
iv - other information
(1) Name
and telephone number of person to contact in regard to this
notification
|
Michael R. Cox
|
(765)
|
463-4527
|
|
Name
|
(Area
Code)
|
(Telephone
Number)
|
(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).
(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?
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:
Results
of operations for the fiscal year ended September 30, 2009 to be included in the
Company's Annual Report on Form 10-K are expected to include a 23.8% decline in
revenues to $31.8 million for the year ended September 30, 2009, from $41.7
million for the year ended September 30, 2008. The Company also
expects to report a decline in gross profit, from $15.3 million in fiscal 2008
to $7.6 million in fiscal 2009, a decrease in operating income (loss) from
income of $2.8 million in fiscal 2008 to a loss of ($4.6) million in fiscal
2009, a decline in net income (loss) from continuing operations from net income
of $495,000 in fiscal 2008 to a net loss of $(5.5) million in fiscal 2009, and
an increase in net loss from $(1.5) million in fiscal 2008 to $(5.5) million in
fiscal 2009. Net income (loss) per share from continuing operations
declined from income of $0.10 per share in fiscal 2008, to a loss of $(1.11) per
share in fiscal 2009, and net loss per share increased from $(0.30) per share in
fiscal 2008 to $(1.11) per share in fiscal 2009.
This notice contains statements
that constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Those statements are regarding
our intent, belief or current expectations with respect to our ability to
refinance our debt. Readers are cautioned that any such forward looking
statements are not guarantees of future performance and involve risks and
uncertainties. In addition, we have based these forward-looking statements
on our current expectations and projections about future events. Although we
believe that the assumptions on which the forward-looking statements contained
herein are based are reasonable, any of those assumptions could prove to be
inaccurate, and as a result, the forward-looking statements based upon those
assumptions also could be incorrect.
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:
December 30, 2009
|
By:
|
/s/ Michael R. Cox
|
|
Michael
R. Cox, Vice President, Finance and Administration,
Chief
Financial Officer and
Treasurer
|
INSTRUCTION: The
form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
attention
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).