Current Report Filing (8-k)
October 04 2018 - 3:33PM
Edgar (US Regulatory)
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):
September 28, 2018
BIOANALYTICAL
SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
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Indiana
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0-23357
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35-1345024
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2701 KENT AVENUE
WEST LAFAYETTE, INDIANA
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47906-1382
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act(17CFR240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act(17CFR240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act(17CFR240.13e-4(c))
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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 1.01 Entry into a Material Definitive Agreement.
In
furtherance of Bioanalytical Systems, Inc.’s (the “
Company
”) previously disclosed intention to expand
the Company’s toxicology facility in Mt. Vernon, Indiana, on September 28, 2018 the Company and First Internet Bank (“
FIB
”)
entered into an amendment (the “
Third Amendment
”) to
the
Credit Agreement
by and between the parties dated June 23, 2017, as amended July 2, 2018 and September 6, 2018 (as amended, the “
Credit
Agreement
”) to provide the Company a construction draw loan in a principal amount not to exceed $4,445,000 and an equipment
draw loan in a principal amount not to exceed $1,429,250 (collectively, the “
Loans
”). Each Loan matures March
28, 2025.
Subject to certain
conditions precedent, each Loan permits the Company to obtain advances aggregating up to the maximum principal amount available
for such Loan through March 28, 2020. Amounts outstanding under the Loans bear interest at a fixed per annum rate of 5.20%. Each
Loan requires monthly payments of accrued interest on amounts outstanding through March 28, 2020, and thereafter monthly payments
of principal and interest on amounts then outstanding through maturity.
Following the execution
of the Third Amendment, the Company’s obligations under the Credit Agreement (including with respect to the Loans) remain
guaranteed by BAS Evansville, Inc. (“
BASEV
”), and Seventh Wave Laboratories, LLC (“SWL”). The Company’s
obligations under the Credit Agreement and BASEV’s and SWL’s obligations under their respective Guaranties are secured
by first priority security interests in substantially all of the assets of the Company, BASEV, and SWL, respectively, as well as
mortgages on the Company’s and BASEV’s facilities in West Lafayette, Indiana and Evansville, Indiana, respectively.
The various restrictive covenants under the Credit Agreement remain substantially consistent, provided that the parties agreed
to modify the computation of the minimum debt service coverage ratio (but, not the ratio itself) to exclude certain unfunded capital
expenditures related to building expansion costs incurred during fiscal 2018 and 2019 from the computation.
The foregoing description
of the Third Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Third
Amendment, a copy of which is filed as an exhibit to this Form 8-K.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set
forth in Item 1.01 with respect to the Third Amendment is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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
thereunto duly authorized.
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Bioanalytical
Systems, Inc.
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Date: October 4, 2018
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By:
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/s/ Jill C. Blumhoff
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Jill C. Blumhoff
Chief Financial Officer,
Vice President—Finance
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