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<SEC-DOCUMENT>0000911916-09-000060.txt : 20090406
<SEC-HEADER>0000911916-09-000060.hdr.sgml : 20090406
<ACCEPTANCE-DATETIME>20090406102023
ACCESSION NUMBER:		0000911916-09-000060
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20090406
DATE AS OF CHANGE:		20090406

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BIOANALYTICAL SYSTEMS INC
		CENTRAL INDEX KEY:			0000720154
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				351345024
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-52991
		FILM NUMBER:		09734067

	BUSINESS ADDRESS:	
		STREET 1:		2701 KENT AVE
		CITY:			WEST LAFAYETT
		STATE:			IN
		ZIP:			47906-1382
		BUSINESS PHONE:		3174634527

	MAIL ADDRESS:	
		STREET 1:		2701 KENT AVENUE
		CITY:			WEST LAFAYETTE
		STATE:			IN
		ZIP:			47906-1382

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KISSINGER PETER
		CENTRAL INDEX KEY:			0001053615

	FILING VALUES:
		FORM TYPE:		SC 13D

	MAIL ADDRESS:	
		STREET 1:		111 LORENE PLACE
		CITY:			WEST LAFAYETTE
		STATE:			IN
		ZIP:			47906
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>kissinger_13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)*



                           Bioanalytical Systems, Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Shares
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   09058M 10 3
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

                            Peter T. Kissinger, Ph.D.
                                111 Lorene Place
                          West Lafayette, IN 47906-8620

                                    Copy to:
                               James A. Aschleman
                               Baker & Daniels LLP
                          900 E. 96th Street, Suite 600
                             Indianapolis, IN 46240

- -------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  April 6, 2009
- -------------------------------------------------------------------------------
              (Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule
     13G to report the acquisition that is the subject of this Schedule
     13D, and is filing this schedule because of Sections 240.13d-l(e),
     240.13d-l(f) or 240.13d-1(g), check the following box. |X|

     Note: Schedules filed in paper format shall include a signed
     original and five copies of the schedule, including all exhibits.
     See Section 240.13d-7 for other parties to whom copies are to be sent.

     * 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).


<PAGE>



CUSIP No.  09058M 10 3
- -------------------------------------------------------------------------------

1. Name of Reporting Person.
   Peter T. Kissinger, Ph.D.
- -------------------------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group (See Instructions)

   (a)      |X|

   (b)      |_|
- -------------------------------------------------------------------------------

3. SEC Use Only
- -------------------------------------------------------------------------------

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          427,747
Shares            -----------------------------------------------------
Beneficially
Owned by Each     8.  Shared Voting Power        848,220 (1)
Reporting         -----------------------------------------------------
Person With
                  9.  Sole Dispositive Power     427,747
                  -----------------------------------------------------

                  10. Shared Dispositive Power   848,220 (1)
- -----------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,275,967 (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 30, 2009.



<PAGE>



CUSIP No.  09058M 10 3
- -------------------------------------------------------------------------------

1. Name of Reporting Person.
   Candice B. Kissinger
- -------------------------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group (See Instructions)

   (a)      |X|

   (b)      |_|
- -------------------------------------------------------------------------------

3. SEC Use Only
- -------------------------------------------------------------------------------

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
Owned by Each     8.  Shared Voting Power         1,023,657 (2)
Reporting         -----------------------------------------------------
Person With
                  9.  Sole Dispositive Power      252,310 (1)
                  -----------------------------------------------------

                  10. Shared Dispositive Power    1,023,657 (2)
- -----------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
    1,275,967 (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 30, 2009.




<PAGE>



                                Explanatory Note

         The Issuer's Common Shares to which this statement on Schedule 13D
(this "Schedule 13D") relates were previously reported by Peter T. Kissinger,
Ph.D. on a Schedule 13G filed with the Securities and Exchange Commission on
February 16, 1999 and by Candice B. Kissinger on a Schedule 13G filed with the
Securities and Exchange Commission on February 16, 1999.

Item 1.  Security and Issuer

         This Schedule 13D relates to Common Shares (the "Common Shares") of
Bioanalytical Systems, Inc. (the "Issuer").  The Issuer's principal executive
offices are located at 2701 Kent Avenue, West Lafayette, Indiana 47906,
United States.

Item 2.  Identity and Background

         (a) This Schedule 13D is filed by Peter T. Kissinger, Ph.D. and
Candice B. Kissinger (collectively, the "Kissingers").

         (b) The business address for each of the Kissingers is:
111 Lorene Place, West Lafayette, Indiana 47906-8620.

         (c) Peter T. Kissinger, Ph.D. is currently a Professor of Chemistry in
the Department of Chemistry at Purdue University in West Lafayette, IN 47907.
Candice B. Kissinger is the Legacy Products Coordinator at Purdue GMP Center
LLC, a facility devoted to meeting the educational, research and training goals
of Purdue's School of Pharmacy and its Department of Industrial and Physical
Pharmacy, located at 3070 Kent Avenue, Purdue Research Park, West Lafayette, IN
47906-1075.

         (d) and (e) During the last five years, neither of the Kissingers has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.

         (f) Each of the Kissingers is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration

         Dr. Kissinger founded the Issuer in 1974 and served as its Chairman,
President and Chief Executive Officer through September 2006 and its Chairman
until September 2007. Ms. Kissinger also served as an executive officer and
director of the Issuer through September 2007. Ms. Kissinger joined the Issuer
in 1978. The Kissingers acquired their Common Shares using personal funds
including, but not limited to, by exercising stock options received in
connection with their positions with the Issuer.

Item 4. Purpose of Transaction

         On April 6, 2009, the Kissingers provided a letter dated April 6, 2009
(the "Letter") to the Issuer's Board of Directors regarding the business,
operations, financial results and management of the Issuer. A copy of the
Letter is filed herewith and attached hereto as Exhibit 99.1 and incorporated
herein by reference. Any descriptions herein of the Letter are qualified in
their entirety by reference to the Letter.

         Other than as set forth in the Letter and in this Item 4, the
Kissingers do not have any current plans, proposals or negotiations that relate
to or would result in any of the matters referred to in paragraphs (a) through
(j) of Item 4 of the Schedule 13D. The Kissingers intend to review their
investment in the Issuer on a continuing basis, and to the extent permitted by
law, seek to engage in discussions with other shareholders and/or with
management and the Board of Directors of the Issuer concerning the business,
operations, management or future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position, the
price levels of the Common Shares, conditions in the securities markets and
general economic and industry conditions, the Kissingers may in the future take
such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, purchasing additional Common Shares,
selling Common Shares, taking any other action with respect to the Issuer or
any of its securities in any manner permitted by law or changing their
intention with respect to any and all matters referred to in paragraphs (a)
through (j) of Item 4.

<PAGE>

Item 5.  Interest in Securities of the Issuer

         (a) and (b) The information contained on the cover pages to this
Schedule 13D is incorporated herein by reference.

         (c) The reported amount of Common Shares beneficially owned by the
Kissingers is as of April 6, 2009. Neither of the Kissingers effected any
transaction relating to the Common Shares during the past 60 days.

         (d) Not applicable.

         (e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

         Each of the Kissingers is a party to a Joint Filing Agreement, dated
as of April 6, 2009 (the "Agreement"), pursuant to which they agreed to jointly
file this Schedule 13D and any and all amendments and supplements hereto with
the Securities and Exchange Commission. The description of the Agreement in
this Item 6 of the Schedule 13D is qualified in its entirety by reference to
the full text of the Agreement, a copy of which is filed herewith as
Exhibit 99.2.

Item 7.  Material to Be Filed as Exhibits

The following exhibits are being filed with this Schedule 13D:

         Exhibit 99.1 - Letter from Peter T.  Kissinger,  Ph.D.  and
Candice B. Kissinger  to the Board of  Directors  of  Bioanalytical Systems,
Inc., dated April 6, 2009

         Exhibit 99.2 -  Joint Filing Agreement, dated as of April 6, 2009

- -------------------------------------------------------------------------------


<PAGE>



                                    SIGNATURE

         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:  April 6, 2009



By:    /s/  Peter T. Kissinger, Ph.D.
     ---------------------------------------

         Peter T. Kissinger, Ph.D.



By:    /s/  Candice B. Kissinger
     ---------------------------------------

         Candice B. Kissinger

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>kissinger_ex1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>


Exhibit 99.1

Letter from Peter T. Kissinger, Ph.D. and Candice B. Kissinger to the
Board of Directors of Bioanalytical Systems, Inc.




                             PETER T. KISSINGER, PH.D. AND CANDICE B. KISSINGER
                                                               111 Lorene Place
                                             West Lafayette, Indiana 47906-8620

April 6, 2009

Board of Directors of Bioanalytical Systems, Inc.
c/o Corporate Secretary, Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, IN 47906

Dear Sirs:

         As you know, we collectively own 26% of the common stock of
Bioanalytical Systems, Inc. (the "Company"), and are the Company's largest
shareholders. As the founder of the Company and members of the Company's
executive management team until 2007, we have both a personal and a significant
financial stake in the success of the Company. Since our departure from the
active management of the Company, we have grown increasingly concerned
regarding the operations, financial condition and management of the Company.

         Financial Results. For each of the quarters in fiscal 2008 and
continuing in the first quarter of fiscal 2009, the Company has reported net
losses, which continue to increase quarter-over-quarter, including a net loss
of $1.6 million in the first quarter of fiscal 2009. For fiscal 2008, while
revenues increased 4.9% from fiscal 2007, expenses increased at a faster rate,
including a 40.6% increase year-over-year in selling expenses and a 14.1%
increase year-over-year in general and administrative expenses. In the first
quarter of 2009, this trend worsened, as revenues decreased 23.6%, while
selling expenses increased 26.9% and general and administrative expenses
increased 31.4% compared to the first quarter of fiscal 2008. In contrast,
research and development has long been essential to the success of the Company.
During fiscal 2008, expenses for research and development actually decreased
by 11.4% year-over-year and in the first quarter of fiscal 2009, the amount
spent on research and development was only 6% of total operating expenses
for the quarter.

         While the current economic crisis has negatively impacted the Company
and its industry as a whole, we do not believe that this is the sole reason for
the increased net losses recognized by the Company in the most recent fiscal
quarters.

         Stock Price. Since the end of fiscal 2008, the price of the Company's
common stock has declined significantly. On September 30, 2008, the Company's
closing stock price on the NASDAQ Global Market was $4.60. Comparatively, on
April 2, 2009, the Company's closing stock price was $1.25. As stated above, we
do not believe that the current economic situation is the sole reason for this
decline in the Company's stock price. Rather, we believe that investor
confidence has declined, which has impacted the Company's stock price.

         Departure of Key Employees. Over the past several months, several key
members of management and other key employees have left the Company. As stated
in the Annual Report on Form 10-K for fiscal 2008, "In particular, since
September 30, 2008, we experienced substantial turnover in our marketing and
business development teams. Specifically, our Senior Vice President and Chief
Business Officer, our Vice President of Business Development and several of our
leading sales team are no longer with the Company." Emilio Cordova, the former
Vice President of Business Development, had worked for the Company for 12
years. Ronald Shoup, the former Chief Scientific Officer, retired from the
Company in September 2008 after nearly 30 years of service with the Company.
In addition, several other key sales people and scientists have left the
Company in the last few months. These individuals built strong relationships
with many of the Company's customers, and we believe that their departures
have negatively affected the Company's relationships with these customers.

<PAGE>

         Executive Compensation Arrangements. As described in the Company's
proxy statement for the annual meeting held on March 19, 2009, Messrs.
Shepperd, Cox, Brewer and Chilton have entered into employment agreements
with the Company. Each of these employment agreements contain "golden
parachute" provisions in the event of a change in control that we believe go
beyond that which would be necessary to retain these individuals if a change
in control occurred. In particular, Mr. Shepperd's agreement originally
provided for a payment upon a change in control, but only if he was
involuntarily terminated within one year following the change in control.
In January 2009, the Company entered into an amendment to his employment
agreement, and now Mr. Shepperd will receive a payment of $201,600 merely upon
the occurrence of a change in control.

         We also are concerned with bonus payments that were awarded to Mr. Cox
in 2007 and 2008. Despite the Company's operating results and material
weaknesses identified by the independent auditors, Mr. Cox received bonus
payments totaling $65,000 in 2007 and 2008. We are not certain how these
bonuses fit with the current focus of shareholders generally on
pay-for-performance at public companies.

         Limited Shareholder Stake by Management. As previously stated,
collectively we own 26% of the Company's common stock. Per the proxy statement
filed in connection with the Company's annual meeting held on March 19, 2009,
the Board of Directors, in the aggregate, only owns 4.1% of the Company's
common stock, 3.0% of which is owned by one director. Mr. Shepperd, President
and Chief Executive Officer of the Company and also a member of the Board,
only owns 0.3% of the Company's common stock, and Mr. Cox, Chief Financial
Officer of the Company, is listed as having no ownership interest in the
Company. As a result, the interests of management and the Board may not be
aligned with those of the Company's shareholders.

         Dissatisfaction of Shareholders. We are clearly not the only
shareholders that are concerned about the current state of the Company. On
April 1, 2009, Thomas Harenburg, beneficial owner of 5.6% of the outstanding
shares of the Company's common stock, filed a Schedule 13D with the Securities
and Exchange Commission, requesting that his director nominee replace one of
the current Board members prior to the next regularly scheduled Board meeting.
Prior to that, at the annual meeting of shareholders held on March 19, 2009,
over 95% of the Company's outstanding shares were voted in person or by proxy.
At that meeting, each of the five director nominees received over 50% withheld
votes, with the average withheld vote being 57%. No director received more
than 50% of the votes "for" his election. Market data shows that it is unusual
for an individual director of a public company to receive such a high
percentage of votes against his or her re-election, let alone the entire slate
of directors.  In fact, many public companies have a majority voting standard
for directors, unlike our plurality voting standard, which means that if a
director does not receive a majority of votes "for" his election (which was
the case for each of the Company's directors), he would be required to resign
from the Board.

         As significant shareholders in the Company, and coupled with the
Company's recent operating results and evident lack of shareholder confidence
in the current directors demonstrated by the votes at the last shareholders'
meeting:

         1. We request that the Independent Directors of the Board meet with us
to discuss the current financial condition and management of the Company,
including the executive compensation arrangements currently in place, Mr.
Shepperd's qualifications and knowledge regarding the Company's industry, and
the feasibility of the Company going private or pursuing other strategic
alternatives.

         2. As stated in the Company's proxy statement for its annual meeting
of shareholders held on March 20, 2008, "Dr. Kissinger has been named Chairman
Emeritus of the Board of Directors, a non-voting, uncompensated position that
provides for his continued input into matters coming before the Board." Since
being appointed Chairman Emeritus, Dr. Kissinger has not been included in
matters coming before the Board and has not received Board materials or minutes
from the meetings held. We therefore request that, commencing with the next
meeting of the Board, the Board honor Dr. Kissinger's position as Chairman
Emeritus by permitting him to attend all Board meetings and by providing him
with all materials provided to Board members in connection with regularly
scheduled Board meetings or otherwise.

<PAGE>

         3. Effective immediately, we request that the Company not enter into
any new agreements with severance or change in control arrangements. In
addition, we request that the Company not renew the term of any employment
agreements or permit the automatic renewal or extension of any employment
agreements with any of the Company's officers.

         4. We request that the Board promptly agree to replace three of the
current members of the Board with three directors of our choosing.

If the Board fails to honor these requests, we reserve the right to take any
and all further action.

         We believe that there is significant value in the Company and we look
forward to your cooperation in helping to restore it.

Sincerely,

/s/  Peter T. Kissinger, Ph.D.                /s/  Candice B. Kissinger

Peter T. Kissinger, Ph.D.                     Candice B. Kissinger
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>kissinger_ex2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>


Exhibit 99.2


                             JOINT FILING AGREEMENT

         THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered
into as of this 6th day of April, 2009, by and between Peter T. Kissinger,
Ph.D. and Candice B. Kissinger.

         The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on Schedule 13D
(the "Filings") required to be filed by them pursuant to Section 13(d) under
the Securities Exchange Act of 1934, as amended, with respect to their
respective ownership of the Common Shares of Bioanalytical Systems, Inc. that
are required to be reported on any Filings. Each party to this Agreement
further agrees and covenants to the other party that it will fully cooperate
with such other party in the preparation and timely filing (and other delivery)
of all such Filings.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.



By:    /s/  Peter T. Kissinger, Ph.D.
     ---------------------------------------

         Peter T. Kissinger, Ph.D.



By:    /s/  Candice B. Kissinger
     ---------------------------------------

         Candice B. Kissinger


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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