kissinger13da_4.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Bioanalytical
Systems, Inc.
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
Peter T.
Kissinger, Ph.D.
111
Lorene Place
West
Lafayette, IN 47906-8620
Copy
to:
James A.
Aschleman
Baker
& Daniels LLP
600 E.
96th Street, Suite 600
Indianapolis,
IN 46240
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
4. Source
of Funds (See Instructions): PF (see Item 3)
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
6. Citizenship
or Place of Organization: United States
Number
of 7. Sole Voting
Power 427,547
Shares
Beneficially 8. Shared Voting
Power 848,220
(1)
Owned by
Each
Person
With
10.
Shared
Dispositive Power 848,220
(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,275,767
(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)¨
13. Percent
of Class Represented by Amount in Row (11): 26.0%
(1)(2)
14. Type
of Reporting Person (See Instructions)
IN
(1) Dr. Kissinger shares voting and dispositive power over
these shares with his spouse. Includes 1,354 shares indirectly held
by Ms. Kissinger as custodian for the benefit of their children.
(2) Based on 4,915,318 of the Company's Common Shares which
were outstanding as of January 12, 2010.
1. Name
of Reporting Person.
Candice B. Kissinger
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x
4. Source
of Funds (See Instructions): PF (see Item 3)
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)¨
6. Citizenship
or Place of Organization: United States
Number
of 7. Sole Voting
Power 252,310
(1)
Shares
Beneficially 8. Shared Voting
Power 1,023,457
(2)
Owned by
Each
Reporting 9. Sole Dispositive
Power 252,310
(1)
Person
With
10. Shared Dispositive Power 1,023,457
(2)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,275,767
(1)(2)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)¨
13. Percent
of Class Represented by Amount in Row (11): 26.0%
(1)(2)(3)
14. Type
of Reporting Person (See Instructions)
IN
__________
(1)
Includes 1,354 shares indirectly held by Ms. Kissinger as custodian for the
benefit of their children.
(2) Ms.
Kissinger shares voting and dispositive power over these shares with her
spouse.
(3) Based
on 4,915,318 of the Company's Common Shares which were outstanding as of January
12, 2010.
Explanatory
Note
This
statement constitutes Amendment No. 4 to the Schedule 13D filed by Peter T.
Kissinger, Ph.D. and Candice B. Kissinger (collectively, the "Kissingers") on
April 6, 2009, as amended by Amendment No. 1 filed on June 5, 2009, Amendment
No. 2 filed on July 29, 2009 and Amendment No. 3 filed on December 18, 2009 (as
amended, the "Schedule 13D"). Except as specifically set forth
herein, the Schedule 13D remains unmodified.
Item 4 is hereby amended to add the
following:
Item
4. Purpose of Transaction
On
July 29, 2009, the Kissingers delivered a letter to Bioanalytical Systems, Inc.
(the "Company") demanding that the Company call a special meeting of
shareholders (a "Special Meeting") to remove all of the directors of the Company
other than Larry S. Boulet and also providing written notice of the Kissingers'
intent to nominate certain director candidates at the Special
Meeting. Because of recent changes in the composition of the Board of
Directors and the proposed changes in management recently announced by the
Company, on January 28, 2010 the Kissingers provided written notice to the
Company (the "Notice") that they were withdrawing their request for a Special
Meeting.
A copy of
the Notice is filed herewith, attached hereto as Exhibit 99.6 and incorporated
herein by reference. Any descriptions herein of the Notice are qualified in
their entirety by reference to the Notice.
Item
7 is hereby amended to add the following exhibit:
Item
7. Material to Be Filed as Exhibits
Exhibit
99.6 – Notice from Peter T. Kissinger, Ph.D. and Candice B. Kissinger to
Bioanalytical Systems, Inc., dated January 28, 2010, withdrawing their request
for a Special Meeting of Shareholders
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: January
28, 2010
By: /s/ Peter T.
Kissinger
Peter T. Kissinger, Ph.D.
By: /s/ Candice B.
Kissinger
Candice B. Kissinger
Exhibit
99.6
Notice
from Peter T. Kissinger, Ph.D. and Candice B. Kissinger to Bioanalytical
Systems, Inc., withdrawing their request for a Special Meeting of
Shareholders
PETER
T. KISSINGER, PH.D. AND CANDICE B. KISSINGER
111
Lorene Place
West
Lafayette, Indiana 47906-8620
January
28, 2010
Bioanalytical
Systems, Inc.
2701 Kent
Avenue
West
Lafayette, IN 47906
Attention: Corporate
Secretary
Re: Withdrawal of Request for a
Special Meeting of Shareholders
Ladies
and Gentlemen:
On July
29, 2009, we delivered a letter to Bioanalytical Systems, Inc. (the "Company")
demanding that the Company call a special meeting of shareholders (a "Special
Meeting") to remove all of the directors of the Company other than Larry S.
Boulet and also providing written notice of our intent to nominate certain
director candidates at the Special Meeting. Because of recent changes
in the composition of the Board of Directors and the proposed changes in
management announced by the Company earlier this week, we are hereby withdrawing
our request for a Special Meeting.
Sincerely,
/s/ Peter
T.
Kissinger /s/
Candice B. Kissinger
Peter T.
Kissinger,
Ph.D. Candice
B. Kissinger