Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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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) x Form
10-K ¨ Form
20-F ¨ Form
11-K ¨Form
10-Q ¨Form
10-D ¨Form N-SAR
¨Form N-CSR
For
Period Ended: September 30, 2010
¨ 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, 2010, within the prescribed time period without unreasonable effort and
expense. Specifically, the Company is completing the revision of certain of its
loan covenants with its lenders which impacts the classification of its debt on
its balance sheet.
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
¨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 ¨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:
Results
of operations for the fiscal year ended September 30, 2010 to be included in the
Company's Annual Report on Form 10-K are expected to include a 9.5% decline in
revenues to $28.8 million for the year ended September 30, 2010, from $31.8
million for the year ended September 30, 2009. The Company also
expects to report a decline in gross profit, from $7.6 million in fiscal 2009 to
$7.3 million in fiscal 2010, but an improvement in the operating loss from $4.6
million in fiscal 2009 to a loss of $2.0 million in fiscal 2010. The
total Net Loss for fiscal 2010 also improved from fiscal 2009 to a loss of $2.7
million from a loss of $5.5 million. Net income (loss) per share
improved from a loss of $1.11 per share in fiscal 2009, to a loss of $0.55 per
share in fiscal 2010.
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 29, 2010
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By:
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/s/ Michael R. Cox
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Michael
R. Cox, Vice President, Finance and Administration,
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Chief
Financial Officer and
Treasurer
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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).