¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §240.14a-12
|
þ
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
|
1)
|
Title
of each class of securities to which transaction
applies:
|
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
|
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
|
5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
1)
|
Amount
Previously Paid:
|
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
|
3)
|
Filing
Party:
|
|
4)
|
Date
Filed:
|
|
(1)
|
to
elect one director of BASi to serve for a term expiring at the Annual
Meeting of Shareholders to be held in 2014 and until his successor is duly
elected and qualified; and
|
|
(2)
|
to
consider and act on a proposal to ratify the appointment of Crowe Horwath
LLP as the Company’s independent registered public accountants for fiscal
2011.
|
|
1.
|
The
election of one class II director of BASi to serve until the annual
meeting of shareholders in 2014 and until his successor is elected and
qualified.
|
|
2.
|
The
ratification of the appointment of Crowe Horwath LLP as the Company’s
independent registered public accountants for fiscal
2011.
|
|
3.
|
Such
other business as may properly be brought before the
meeting.
|
Page
|
||
GENERAL
|
1
|
|
HOW
TO VOTE YOUR SHARES
|
2
|
|
COMMONLY
ASKED QUESTIONS AND ANSWERS
|
2
|
|
PROPOSAL
1 - ELECTION OF DIRECTOR
|
4
|
|
Required
Vote and Board of Directors’ Recommendation
|
4
|
|
Nominated
Director
|
4
|
|
Business
Experience of Nominated Director
|
4
|
|
Remaining
Members of the Board
|
4
|
|
Business
Experience of Remaining Members of the Board
|
5
|
|
Board
Independence
|
6
|
|
Board
Leadership Structure
|
6
|
|
Oversight
of Risk Management
|
6
|
|
Committees
and Meetings of the Board of Directors
|
6
|
|
Family
Relationships
|
8
|
|
Certain
Relationships and Related Transactions
|
8
|
|
Communications
with the Board of Directors
|
8
|
|
Communications
with the Audit Committee
|
8
|
|
Non-employee
Director Compensation and Benefits
|
9
|
|
PROPOSAL
2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
|
10
|
|
SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
10
|
|
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
12
|
|
PRINCIPAL
SHAREHOLDERS TABLE
|
13
|
|
COMPENSATION
OF EXECUTIVE OFFICERS
|
13
|
|
Compensation
Committee and Compensation Methodology
|
13
|
|
Recent
Changes in Senior Management
|
14
|
|
Employment
Agreements and Post-termination Payments
|
14
|
|
Fiscal
2010 Summary Compensation Table
|
17
|
|
Outstanding
Equity Awards at Fiscal Year-End Table
|
19
|
|
Fiscal
2010 Option Exercises
|
19
|
|
Equity
Compensation Plan Information
|
19
|
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
21
|
|
SHAREHOLDER
PROPOSALS FOR 2012 ANNUAL MEETING
|
21
|
|
OTHER
BUSINESS
|
21
|
(1)
|
You
can vote via the Internet with the instructions provided on the proxy
card; or
|
(2)
|
You
can vote via telephone by following the instructions provided on the proxy
card; or
|
(3)
|
You
can attend the Annual Meeting and cast your vote in person;
or
|
(4)
|
You
may complete, sign, date and return the proxy card by mail or hand
delivery.
|
|
•
|
Sending a signed statement to the
Company that the proxy is revoked (you may send such a statement to the
Company’s Assistant Secretary at our corporate headquarters address listed
on the Notice of Meeting);
|
|
•
|
Signing another proxy with a
later date; or
|
|
•
|
Voting in person at the
meeting.
|
|
•
|
They
are voted via the Internet; or
|
|
•
|
They
are voted via the telephone by following the instructions on the proxy
card; or
|
|
•
|
They are voted in person at the
meeting; or
|
|
•
|
They are voted by a properly
executed proxy card delivered to the Company via mail or by hand
delivery.
|
Name
|
Age
|
Position
|
Served as
Director Since
|
|||
David
W. Crabb, M.D.
|
57
|
Director
|
2004
|
Name
|
Age
|
Position
|
Director Since
|
|||
Class III Director serving
until the 2012 Annual Meeting of Shareholders:
|
||||||
John
Landis
|
57
|
Chairman,
Director
|
2009
|
|||
David
Omachinski
|
58
|
Director
|
2009
|
|||
Anthony
S. Chilton
|
54
|
Director,
President and Chief Executive Officer
|
2010
|
|||
Class
I Director serving until the 2013 Annual Meeting
of Shareholders:
|
||||||
Larry
S. Boulet
|
64
|
Director
|
2007
|
|||
A.
Charlene Sullivan
|
61
|
Director
|
2010
|
Committee
|
Members
|
Meetings in fiscal 2010
|
||
Compensation
|
Leslie
B. Daniels (Chair)*
|
4
|
||
David
W. Crabb
|
||||
John
B. Landis
|
||||
Audit
|
Larry
S. Boulet (Chair)
|
4
|
||
David
W. Crabb
|
||||
Leslie
B. Daniels*
|
||||
David
L. Omachinski
|
||||
A.
Charlene Sullivan
|
||||
Nominating
|
David
W. Crabb (Chair)
|
3
|
||
Leslie
B. Daniels*
|
||||
John
B. Landis
|
||||
Board
of Directors
|
5
|
|
•
|
compensation arrangements for the
executive officers of BASi,
|
|
•
|
policies relating to salaries and
job descriptions,
|
|
•
|
insurance
programs,
|
|
•
|
benefit programs, including
retirement plans, and
|
|
•
|
administration of the 2008 Stock
Option Plan.
|
|
•
|
reviewing with the auditors the
scope of the audit work
performed,
|
|
•
|
establishing audit
practices,
|
|
•
|
overseeing internal accounting
controls,
|
|
•
|
reviewing financial reporting,
and
|
|
•
|
accounting personnel
staffing.
|
Type of Compensation
|
Amount ($)
|
|||
Annual
retainer for Board membership
|
3,300 | |||
Annual
retainer for director serving as Chair of the Audit
Committee
|
2,000 | |||
Annual
retainer for director serving as Chair of the Compensation
Committee
|
1,000 | |||
Annual
retainer for director serving as Chair of the Nominating
Committee
|
500 | |||
Meeting
fee for Board meeting, in person
|
1,000 | |||
Meeting
fee for Board meeting, by phone
|
500 | |||
Committee
meetings, non-Board meeting days, in person
|
500 | |||
Committee
meetings, non-Board meeting days, by phone
|
250 | |||
Daily
fee for consultation with management
|
1,000 |
DIRECTOR COMPENSATION FOR FISCAL 2010
|
||||||||||||||||
Name (4)
|
Fees paid in
cash ($)
|
Option
Awards (1)
($)
|
All Other
Compensation
($)(3)
|
Total
($)
|
||||||||||||
Larry
S. Boulet
|
19,450 | 4,245 | — | 23,695 | ||||||||||||
David
W. Crabb
|
15,200 | — | — | 15,200 | ||||||||||||
Leslie
B. Daniels (2)
|
15,700 | 4,245 | 1,504 | 21,449 | ||||||||||||
John
B. Landis
|
5,675 | 8,490 | 227 | 14,392 | ||||||||||||
David
L. Omachinski
|
5,975 | 8,490 | 560 | 15,025 | ||||||||||||
A.
Charlene Sullivan
|
4,925 | 8,490 | 185 | 13,600 |
(1)
|
Stock
option awards granted to non-employee directors on August 16, 2010 with an
exercise price of $1.01 per share and grant date fair value of $.849 per
share. Assumptions used in the calculation of the grant date fair
value are included in Note 8 in the Notes to Consolidated Financial
Statements in BASi’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2010.
|
(2)
|
Mr.
Daniels resigned as a director on October 5,
2010.
|
(3)
|
Reimbursement
for travel expenses associated with Board
meetings.
|
(4)
|
Total
options outstanding for each director at fiscal year end 2010 are as
follows: 10,000 outstanding options for each of Dr. Landis, Mr.
Omachinski and Dr. Sullivan, respectively; 15,000 outstanding options for
each of Mr. Boulet and Mr. Daniels, respectively. Mr. Daniels’
options were subsequently forfeited upon his resignation on October 5,
2010.
|
2010
|
2009
|
|||||||
Audit
Fees -
|
||||||||
Aggregate
fees for annual audit, quarterly reviews
|
$ | 220,000 | $ | 200,000 | ||||
Tax
Fees -
|
||||||||
Income
tax services related to compliance with tax laws
|
$ | 80,000 | $ | 120,000 |
NAME
|
Shares
Owned
|
Shares
Owned
Jointly
|
Shares /
Options
Owned
Beneficially
|
Total
|
%
|
||||||||||||||||
Peter
T. Kissinger (1)
|
427,747 | 595,910 | 252,310 | 1,275,967 | 26.0 | ||||||||||||||||
Candice
B. Kissinger (1)
|
250,956 | 595,910 | 429,101 | 1,275,967 | 26.0 | ||||||||||||||||
Thomas
A. Harenburg (2)
|
276,767 | — | — | 276,767 | 5.6 | ||||||||||||||||
Michael
R. Cox (3)
|
81,000 |
(4)
|
— | — | 81,000 | 1.7 | |||||||||||||||
Anthony
S. Chilton (3)
|
70,000 |
(5)
|
— | — | 70,000 | 1.4 | |||||||||||||||
David
L. Omachinski (3)
|
10,000 | — | — | 10,000 | 0.2 | ||||||||||||||||
Larry
S. Boulet (3)
|
6,000 |
(6)
|
— | — | 6,000 | 0.1 | |||||||||||||||
David
W. Crabb (3)
|
1,300 | — | — | 1,300 | * | ||||||||||||||||
John
B. Landis(3)
|
— | — | — | — | * | ||||||||||||||||
A.
Charlene Sullivan(3)
|
— | — | — | — | * | ||||||||||||||||
11
Executive Officers and Directors as a group
|
217,219 | — | — | 217,219 | 4.4 |
|
–
|
on
January 4, 2010, Jon Brewer, Vice President of Sales and Marketing,
resigned from the Company;
|
|
–
|
on
January 27, 2010, Richard M. Shepperd retired from the office of President
of the Company and retired as Chief Executive Officer and as a director on
February 12, 2010;
|
|
–
|
on
January 27, 2010, Dr. Chilton was elected as interim President of the
Company;
|
|
–
|
on
May 13, 2010, Dr. Chilton was elected as President and Chief Executive
Officer; and
|
|
–
|
on
August 18, 2010, Alberto F. Hidalgo was hired as Vice President of
Business Development and Marketing.
|
|
·
|
Dr. Chilton’s base salary,
payable monthly for 12 months following
termination;
|
|
·
|
all vacation accrued as of the
date of termination;
|
|
·
|
all bonus amounts earned but not
paid as of the date of termination;
and
|
|
·
|
all salary earned but not paid
through the date of
termination.
|
|
·
|
Mr. Cox’s base salary, payable
monthly for 12 months following
termination;
|
|
·
|
all vacation accrued as of the
date of termination;
|
|
·
|
all bonus amounts earned but not
paid as of the date of termination;
and
|
|
·
|
all salary earned but not paid
through the date of
termination.
|
|
·
|
Mr. Shepperd’s
base salary through December 31, 2009, to be paid
monthly;
|
|
·
|
All
vacation accrued as of the date of
termination;
|
|
·
|
All
bonus amounts earned but not paid as of the date of termination;
and
|
|
·
|
All
salary earned but not paid through the date of
termination.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||
Name and principal
position
|
Year
|
Salary ($)
|
Bonus ($)
|
Option
Awards (1)
($)
|
Company
Contributions
to 401(k)
($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||
Richard
M. Shepperd,
|
||||||||||||||||||||||||||
President
& Chief
|
2009
|
285,000 | — | — | 3,010 | 9,000 | (3) | 297,010 | ||||||||||||||||||
Executive
Officer (2)
|
2010
|
90,000 | — | — | — | 130,036 | (4) | 220,036 | ||||||||||||||||||
Anthony
S. Chilton,
|
|
|||||||||||||||||||||||||
Ph.D.,
President, Chief
|
||||||||||||||||||||||||||
Executive
Officer;
|
2009
|
195,000 | 10,000 | (7) | 79,200 | (9) | — | — | 284,200 | |||||||||||||||||
Director
(5)
|
2010
|
227,200 | (6) | 32,403 | (8) | 121,100 | (10) | — | 28,667 | (11) | 409,370 | |||||||||||||||
Michael
R. Cox, Vice
|
||||||||||||||||||||||||||
President,
Finance and
|
||||||||||||||||||||||||||
Chief
Financial Officer
|
2009
|
165,000 | — | — | 1,900 | — | 166,900 | |||||||||||||||||||
(12)
|
2010
|
165,000 | — | 22,800 | (13) | — | — | 187,800 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2010 YEAR-END
|
||||||||||
OPTION AWARDS
|
||||||||||
Number of Securities Underlying
Unexercised Options
|
||||||||||
Name
|
(#)
Exercisable
|
(#)
Unexercisable
|
Option Exercise
Price ($)
|
Option Expiration Date
|
||||||
Richard
M. Shepperd (1)
|
—
|
—
|
—
|
—
|
||||||
Anthony
S. Chilton,
|
10,000
|
20,000
|
(2)
|
3.53
|
November
30, 2018
|
|||||
Ph.D.
|
—
|
25,000
|
(3)
|
0.79
|
January
31, 2020
|
|||||
—
|
125,000
|
(4)
|
0.99
|
May
11, 2020
|
||||||
Michael
R. Cox
|
50,000
|
—
|
|
4.58
|
March
31, 2014
|
|||||
20,000
|
10,000
|
(5)
|
8.60
|
November
5, 2017
|
||||||
20,000
|
(6) |
1.35
|
April
14,
2020
|
(1)
|
Mr.
Shepperd’s options were forfeited upon
retirement.
|
(2)
|
Options
on 10,000 shares vested on December 1, 2010 and 10,000 shares vest on
December 1, 2011.
|
(3)
|
Options
on 8,334 shares vested on January 31, 2011, 8,333 shares vest on January
31, 2012 and 8,333 shares vest on January 31,
2013.
|
(4)
|
Options
on 41,666 shares vested on January 31, 2011, 41,667 shares vest on January
31, 2012 and 41,667 shares vest on January 31,
2013.
|
(5)
|
Options
on 10,000 shares vested on November 5,
2010.
|
(6)
|
Options on 6,667 shares vest on
April 15, 2011, 6,667 shares vest on April 15, 2012 and 6,666 shares vest
on April 15, 2013.
|
Plan Category
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options
|
Weighted Average
Exercise Price of
Outstanding Options
|
Number of Securities Remaining
Available for Future Issuance
under the Equity Compensation
Plan
(Excluding Securities Reflected in
First Column)
|
|||||||||
Equity
compensation plans approved by security holders
|
680,000 | $ | 2.59 | 3,000 | ||||||||
Equity
compensation plans not approved by security holders (1)
|
25,000 | $ | 4.58 | — | ||||||||
Total
|
705,000 | $ | 2.66 | 3,000 |
Using
a black ink pen, mark your votes with an X as shown in
this
example. Please do not write outside the designated areas.
|
x |
Annual
Meeting Proxy Card
|
1.
Election of Directors:
|
For
|
Withhold
|
|
01 -
David W. Crabb, M.D.
|
o
|
o
|
For
|
Against
|
Abstain
|
||
2.
Proposal to ratify Crowe Horwath LLP as the Company’s independent
registered public accountants for 2011.
|
o
|
o
|
o
|
Change
of Address — Please print your new
address below.
|
Comments
— Please print your comments
below.
|
Meeting
Attendance
|
|||
Mark
the box to the right
if
you plan to attend the
Annual
Meeting.
|
o
|
C
Authorized Signatures — This section must be completed for your vote to be
counted. — Date and Sign Below
|
|||||
Please
sign exactly as name(s) appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer,
trustee, guardian, or custodian, please give full
title.
|
|||||
Date
(mm/dd/yyyy) — Please print date below.
|
Signature
1 — Please keep signature within the box.
|
Signature
2 — Please keep signature within the box.
|
|||
/ /
|
|||||
Proxy - Bioanalytical Systems Inc.
|