SecProbe.io

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    Unassociated Document

April 14, 2011

Writer's Direct Number: (317) 236-2289

Direct Fax: (317) 592-4666

Internet: Stephen.Hackman@icemiller.com

VIA FACSIMILE (202) 772-9291

AND EDGAR FILING

Mr. John L. Krug

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE, Mail Stop 4720

Washington, DC 20549

Re:

Bioanalytical Systems, Inc.

Registration Statement on Form S-1 filed on February 28, 2011

Amendment No. 1 filed on March 14, 2011

File No. 333-172508

Dear Mr. Krug:

On behalf of Bioanalytical Systems, Inc. (the "Company") and pursuant to our recent telephone conversation, enclosed for your review are draft pages reflecting the Company's intended revisions to its Registration Statement on Form S-1 (Registration No. 333-172508) (the "Registration Statement") that have been marked to show changes against the version filed with the Commission on March 14, 2011.  Please note, these pages are in draft form and have not been filed with the Commission through its EDGAR system.

The enclosed pages reflect the proposed responses of the Company to the comments of the Staff contained in the Staff’s letter to the Company, dated March 16, 2011, relating to the Registration Statement.  Also, as we discussed, the enclosed pages include additional disclosure regarding the anticipated timing of the securities being offered, including the possibility that the Company would have the option to pay dividends on the Series A preferred shares using common shares included in this Registration Statement and valued for that purpose based on the market price of the common shares at the time of payment.  Finally, please note, the disclosure on the cover page of the prospectus has been revised to reflect that the anticipated range of the conversion price of the Series A Preferred Shares and the exercise price of the Warrants will be provided in the next amendment filed, but the Company does not intend to complete the dilution and capitalization tables depicting calculations based on the midpoint of the range in the amendment and will instead complete such tables at the time the prospectus is filed pursuant to rules 424(b) and 430A.

Mr. John L. Krug

April 14, 2011

Page 2

Thank you in advance for your guidance and I look forward to hearing from you regarding the disclosure in the revised draft.

Very truly yours,

ICE MILLER LLP

/s/ Stephen J. Hackman

Stephen J. Hackman

SJH:jmk

Enclosure

As filed with the Securities and Exchange Commission on March 14,April __, 2011

                                                                           Registration No. 333-172508

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 12 to

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Indiana

8731

35-1345024

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2701 Kent Avenue

West Lafayette, Indiana 47906

Phone: (765) 463-4527

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael R. Cox

Vice President-Finance, Chief Financial and Administrative Officer and Treasurer

Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906

Phone: (765) 463-4527

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Stephen J. Hackman, Esq.

Ice Miller LLP

One American Square, Suite 2900

Indianapolis, Indiana 46282-0200

Phone: (317) 236-2289

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   o

If this Form is to be a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   o

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                      Accelerated filer o                                           Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Proposed

Maximum

Aggregate

Offering Price(1)

Amount of

Registration Fee

6%  Series A convertible preferred shares

$
—

$
—

Common shares issuable upon conversion of 6%Series A convertible preferred shares(2)

$
—

$
—

Common shares issuable in lieu of cash payment of dividends on the 6% Series A convertible preferred shares

$
__

$
__

Warrants to purchase common shares(2)

$
—

$
—

Common shares issuable upon exercise of warrants

$
—

$
—

Total

$
5,000,0005,900,000

$
581

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated March 14,April __, 2011

Bioanalytical Systems, Inc.

5,000 6% Series A Convertible Preferred Shares

(and _____ Common Shares underlying the 6% Series A Convertible Preferred Shares)

_____ Warrants

(and _____ Common Shares underlying the Warrants)

We are offering up to 5,000 6% Series A convertible preferred shares (the “Series A preferred shares”) and warrants to purchase up to _____ common shares to purchasers in this offering. We are also offering up to _____ of our common shares issuable upon conversion of the Series A preferred shares and _____ of our common shares issuable upon exercise of the warrants. The Series A preferred shares and warrants will be sold in units for a purchase price equal to $1,000 per unit. Each unit will consist of (1) one Series A preferred share which is convertible into ___ of our common shares at a conversion price of $_.__ per common share, (2) one Class A Warrant to purchase ___ of our common shares, exercisable at any time after the closing date at an exercise price of $_.__ per common share and (3) one Class B Warrant to purchase ___ of our common shares, exercisable at any time after the closing date at an exercise price of $_.__ per common share. The conversion price of the Series A preferred shares and the exercise prices for the warrants will depend upon market conditions and will be determined by our Board of directors after consulting with the placement agent for this offering.  The conversion price of the Series A preferred shares and the exercise price of the Warrants are expected to be between ___% and ___% of the volume weighted average price of the common shares for the [20] trading days prior to the date of pricing, which is anticipated to be on or about April __, 2011.

The Series A preferred shares will not have a stated dividend rate of 6% per annum, but will participate in any dividends payable upon payable quarterly in cash or, at our election and subject to certain conditions described in this prospectus, in our common shares on an “as-converted” basis.  The conversion of the Series A preferred shares and the exercise of the warrants are subject to certain ownership limitations described in this prospectus.  If certain conditions described in the prospectus are met, we may, at our option, redeem the Series A preferred shares for cash or require the holders to convert the Series A preferred shares into common shares.  For a more detailed description of the Series A preferred shares, the warrants, and our common shares, see the section entitled “Description of Securities” beginning on page 12 of this prospectus.

Our common shares are quoted on the NASDAQ Capital Market under the symbol “BASI.” The last reported sale price of our common shares on March 11, 2011 was $1.94 per share.April __, 2011 was $______ per share.  There is no established public trading market for the Series A preferred shares or the warrants being sold in this offering and we do not expect a market to develop.

We have retained Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) to act as our exclusive Placement Agent in connection with this offering and to use its “best efforts” to solicit offers to purchase the units. We intend to enter into a Placement Agent agreement with the Placement Agent, relating to the units offered by this prospectus.  The Placement Agent is not purchasing or selling any of our units pursuant to this prospectus, nor are we requiring any minimum purchase or sale of any specific number of units. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual public offering amount, Placement Agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth below. See “Plan of Distribution” beginning on page 17 of this prospectus for more information regarding this arrangement.

           Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for more information.

Per Unit

Total

Public offering price

$
-

$
-

Placement Agent fees (1)

$
-

Proceeds, before expenses, to us (2)

$
-

(1) For the purpose of estimating the Placement Agent’s fees, we have assumed that they will receive their maximum commission on all sales made in the offering.  The Placement Agent will also be entitled to reimbursement of expenses up to a maximum of 1.2% of the gross proceeds raised in the offering, but in no event more than $60,000, and will receive common shares equal to 2% of the gross proceeds divided by _____ and warrants to purchase 2% of the aggregate number of our common shares underlying the Series A preferred shares sold in this offering.

(2) We estimate total expenses of this offering, excluding the Placement Agent’s fees, will be approximately $______.  For information concerning our obligation to reimburse the Placement Agent for certain of its expenses see “Plan of Distribution” beginning on page 14 of this prospectus.

This offering expires on the earlier of (i) the date upon which all of the units being offered have been sold, or (ii) _____, 2011.  We expect that delivery of the units being offered pursuant to this prospectus will be made to purchasers on or about ______, 2011.  In either event, the offering may be closed without further notice to you.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

LADENBURG THALMANN & CO. INC.

The date of this prospectus is ______, 2011.

The Offering

Our common shares are traded on the NASDAQ Capital Market under the symbol “BASI”. On March 11,April __, 2011, the last sale price of our common shares as reported on the NASDAQ Capital Market was $1.94____ per share.

Issuer

Bioanalytical Systems, Inc.

Units

Each unit consists of (1) one Series A convertible preferred share which is convertible into ___ of our common shares; (2) one Class A Warrant to purchase ___ of our common shares; and (23) one Class B Warrant to purchase ___ of our common shares.

Unit Price

$1,000 per unit.

Series A preferred shares

Each unit includes one Series A preferred share.  Each Series A preferred share is convertible at the option of the holder into ___ of our common shares, has a stated value and liquidation preference of $1,000 per share, and is redeemable at the option of the Company so long as certain conditions described in this prospectus are met.  The Company also has the right to require the holders to convert the Series A preferred shares in certain circumstances described in this prospectus.  Until April __, 2014, Tthe Series A preferred shares will not have a stated dividend rate of 6% per annum, payable quarterly in cash or, subject to certain conditions, in common shares or a combination of cash and common shares, at our election.  After April __, 2014, the Series A preferred sharesbut will participate in any dividends payable upon our common shares on an "as-converted" basis.  The Series A preferred shares will not have voting rights, except as may be provided by Indiana law.  See the section entitled "Description of Series A Preferred Shares" beginning on page 13 of this prospectus.

Conversion Price of Series A preferred shares

$_.__ per share, subject to adjustment as described in this prospectus.  See the section entitled "Description of Series A Preferred Shares" beginning on page 13 of this prospectus.

Common shares underlying Series A

    preferred shares included in units

Based on the conversion price of $_.__ per share, each Series A preferred share is convertible into ___ of our common shares and all ___5,000 Series A preferred shares offered hereby would be converted into ____ of our common shares.

Class A Warrant terms

Each unit includes a Class A Warrant to purchase ___ of our common shares, which equals __% of the common shares underlying each Series A preferred share.  Class A Warrants will entitle the holder to purchase common shares for an exercise price equal to $_.__ per share, subject to adjustment as described in this prospectus.  Class A Warrants are exercisable immediately after the date of issuance and expire five years after the date of issuance.  See the section entitled “"Description of Warrants”   " beginning on page 14 of this prospectus.

Class B Warrant terms

Each unit includes a Class B Warrant to purchase ___ of our common shares, which equals __% of the common shares underlying each Series A preferred share.  Class B Warrants will entitle the holder to purchase common shares for an exercise price equal to $_.__, per share subject to adjustment as described in this prospectus.  Class B Warrants are exercisable immediately after the date of issuance and expire one year after the date of issuance.  See the section entitled "Description of Warrants" beginning on page 14 of this prospectus.

Common shares outstanding  before this offering

Approximately 4,915,318 shares.

Common shares to be outstanding after

   this offering including common shares

   underlying Series A preferred sharesPreferred Shares

   included in units Units

Approximately ______ shares, excluding shares issuable upon exercise of the warrants.

Use of Proceeds

Assuming all units are sold, we estimate that the net proceeds to us from this offering will be approximate