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): February 11, 2021

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbols Name of exchange on which registered
Common Shares BASi NASDAQ Capital Market

 

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.

 

Effective as of February 15, 2021, the Board of Directors of Bioanalytical Systems, Inc. (the “Company”) elected John Gregory Beattie, age 54, Chief Operating Officer of the Company.

 

Mr. Beattie previously held Corporate Vice President positions at Charles River Laboratories, a contract research organization, where he led business units within all three of their segments.  In these roles, Mr. Beattie was responsible for driving operational performance. There are no arrangements or understandings between Mr. Beattie and any other persons pursuant to which he was elected as an officer and Mr. Beattie has no family relationships with any other director or executive officer of the Company.

 

Under the terms of Mr. Beattie’s employment, he is entitled to receive an annual base salary of $300,000 and a discretionary annual incentive bonus which is tied to company performance metrics and individual achievements. Mr. Beattie is also entitled to participate in the Company’s benefit plans and programs provided to Company executives generally, subject to eligibility requirements and the other terms and conditions of those plans and programs. On February 15, 2021, Mr. Beattie received a grant of 15,000 restricted shares, which vest on the second anniversary of the grant date, subject to relevant vesting parameters.

 

Item 7.01 Regulation FD Disclosure.

 

On February 11, 2021, the Company issued a press release regarding Mr. Beattie’s election. A copy of the press release is furnished as Exhibit 99.1 to this report. Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated February 11, 2021.

 

 

 

 

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:  February 16, 2021 By: /s/ Beth A. Taylor
  Beth A. Taylor
  Chief Financial Officer, Vice President – Finance
     

 

 

 

 

 

Exhibit 99.1

 

 

Bioanalytical Systems, Inc., doing business as Inotiv,

Appoints Greg Beattie as Chief Operating Officer

 

WEST LAFAYETTE, IN, February 11, 2021 -- Bioanalytical Systems, Inc. (NASDAQ:BASI) (the “Company”, “We”, “Our” or “Inotiv”), doing business as Inotiv, a leading provider of nonclinical and analytical contract research services, today announced the appointment of Greg Beattie as Chief Operating Officer of the Company, effective February 15, 2021.

 

Mr. Beattie brings more than 30 years of contract research experience to the Company, including more than two decades in operational leadership roles at Charles River Laboratories, where he drove growth and profitability across multiple business units. During his career at Charles River Laboratories, Mr. Beattie held Corporate Vice President positions leading business units within all three of Charles River Laboratories’ segments of operations (Discovery and Safety Assessment, Research Models and Services and Manufacturing Support). In these roles, Mr. Beattie was responsible for driving operational performance for divisions with revenue in excess of $100 million. Among his most significant accomplishments was leadership of the design, construction and staffing of one of the largest preclinical facilities in the world in Reno, Nevada. Mr Beattie also led a new business venture (Charles River Accelerator and Development Lab), and integrated an expanding Biologics Testing Solutions business.

 

Mr. Beattie holds a Bachelor of Science degree in Biology from McGill University and a Master of Science degree in Experimental Health Sciences from Université du Quebéc, and graduated from the Kellog Management Institute program at Northwestern University. Mr. Beattie held certification as Diplomate of the American Board of Toxicology (DABT) between 1999 and 2019.

 

“We continue to attract high-caliber leaders to our team and look forward to welcoming Greg as another talented member of Inotiv,” said Robert Leasure, Jr., the Company's President and Chief Executive Officer. “He is an accomplished executive with a proven industry track record, and brings extensive experience in strategic planning, process improvement, enterprise-wide system implementation, leadership development and team building.”

 

Mr. Beattie commented, “I am very excited to join Inotiv at this pivotal point in its growth trajectory and I look forward to helping the team drive value-creation for our stakeholders. Inotiv has a reputation for outstanding talent, a strong client-service orientation and a winning culture, which should provide an excellent foundation to continue to build upon.”

 

About the Company

 

Bioanalytical Systems, Inc., doing business as Inotiv, is a pharmaceutical development company providing contract research services and monitoring instruments to emerging pharmaceutical companies and the world's leading drug development companies and medical research organizations. The Company focuses on developing innovative services supporting its clients’ discovery and development objectives for improved decision-making and accelerated goal attainment. The Company’s products focus on increasing efficiency, improving data, and reducing the cost of taking new drugs to market. Visit inotivco.com for more information about the Company.

 

 

 

 

 

 

This release may contain forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, the impact of the COVID-19 pandemic on the economy, demand for our services and products and our operations, including the measures taken by governmental authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties and various other market and operating risks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.

 

Company Contact   Investor Relations
     
Bioanalytical Systems, Inc., dba Inotiv   The Equity Group Inc.
Beth A. Taylor, Chief Financial Officer   Kalle Ahl, CFA
(765) 497-8381   (212) 836-9614
btaylor@inotivco.com   kahl@equityny.com
     
    Devin Sullivan
    (212) 836-9608
    dsullivan@equityny.com