<PAGE>
As Filed with the Securities and Exchange Commission on April 18, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
Bio-Imaging Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-2872047
(State of Incorporation) (I.R.S. Employer
Identification No.)
830 Bear Tavern Road
West Trenton, New Jersey 08628-1020
(609) 883-2000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
DONALD W. LOHIN
President and Chief Executive Officer
Bio-Imaging Technologies, Inc.
830 Bear Tavern Road
West Trenton, New Jersey 08628-1020
(609) 883-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
Copy to:
DAVID J. SORIN, ESQ.
ANDREW P. GILBERT, ESQ.
Buchanan Ingersoll
College Centre
500 College Road East
Princeton, New Jersey 08540
(609) 987-6800
----------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
----------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [_] ________________
If this form is 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. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed
Amount Maximum Proposed Maximum Amount Of
Title of Shares To Be Aggregate Price Aggregate Offering Registration
To Be Registered Registered Per Share/(1)/ Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.00025 par value........ 1,600,000/(2)/ $1.47 $2,352,000 $712.73
Total
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Such price is based upon the average of the high
and low price per share of the Registrant's Common Stock as reported on
the Nasdaq SmallCap Market on April 15, 1997.
(2) Represents the aggregate number of shares issuable upon the exercise of
certain outstanding underwriter's purchase options and warrants, as more
fully set forth on the cover page of the Prospectus included herein. Also
includes such additional shares as may be issuable as a result of the
anti-dilution provisions of such underwriter's purchase options and
warrants.
================================================================================
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES+
+EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 18, 1997
PROSPECTUS
1,600,000 Shares
BIO-IMAGING TECHNOLOGIES, INC.
Common Stock
This Prospectus relates to an aggregate of 1,600,000 shares (the "Shares")
of Common Stock, $.00025 par value ("Common Stock"), of Bio-Imaging
Technologies, Inc. (the "Company"), consisting of (i) an aggregate of 699,999
Shares issuable upon the exercise of outstanding underwriter's purchase options
to purchase shares of Common Stock granted in June 1992 (the "UPOs"), and (ii)
an aggregate of 900,001 Shares issuable upon the exercise of outstanding Class
A, B and C Warrants to purchase shares of Common Stock issued in December 1995
(collectively, the "Warrants"), that are being offered for sale, from time to
time, by or for the account of the securityholders named herein (the "Selling
Securityholders"). The Company will not receive any of the proceeds from sales
of the Shares by the Selling Securityholders but will receive up to an aggregate
of approximately $1,267,000 in the event that the previously issued UPOs and
Warrants are exercised in full. See "Selling Securityholders."
The Selling Securityholders have advised the Company that they may from
time to time sell all or a portion of the Shares offered hereby in one or more
transactions in the over-the-counter market, on the Nasdaq SmallCap Market, the
Boston Stock Exchange or any exchange on which the Common Stock may then be
listed, in negotiated transactions or otherwise, or a combination of such
methods of sale, at market prices prevailing at the time of sale or prices
related to such prevailing market prices or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Securityholders and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Securityholders and any participating broker-dealers may be deemed to be
"underwriters" as defined in the Securities Act of 1933, as amended (the
"Securities Act"). Neither the Company nor the Selling Securityholders can
estimate at the present time the amount of commissions or discounts, if any,
that will be paid by the Selling Securityholders on account of their sales of
the Shares from time to time. Other offering expenses, estimated at
approximately $25,000, will be borne by the Company. The Company has agreed to
indemnify the Selling Securityholders against certain liabilities, including
certain liabilities under the Securities Act. See "Plan of Distribution."
The Common Stock is quoted on the Nasdaq SmallCap Market under the symbol
"BITI" and is listed on the Boston Stock Exchange under the symbol "BIT." The
last reported sale price of the Common Stock on April 16, 1997 on the Nasdaq
SmallCap Market was $1.38 per share.
----------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4 HEREOF.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following regional offices located at Seven World Trade Center, Suite
1300, New York, NY 10048, and 500 West Madison Street, Suite 1400, Chicago, IL
60661, and may also be obtained from the Commission's website located at
http://www.sec.gov. Quotations relating to the Company's Common Stock appear on
the Nasdaq SmallCap Market, and reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006. Quotations also appear on the Boston Stock Exchange and the previously
mentioned information may be inspected at One Boston Place, Boston,
Massachusetts 02108.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
Shares. This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, such
Registration Statement, certain portions of which have been omitted pursuant to
rules and regulations of the Commission. For further information with respect
to the Company and the Shares, reference is hereby made to such Registration
Statement, including the exhibits thereto. Copies of the Registration
Statement, including exhibits, may be obtained from the aforementioned public
reference facilities of the Commission upon payment of the fees prescribed by
the Commission, or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which previously have been filed by the Company
with the Commission pursuant to the Exchange Act are incorporated in and made a
part of this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996;
2. The Company's Proxy Statement dated December 30, 1996; and
3. The Company's Quarterly Report on Form 10-QSB for the period ended
December 31, 1996.
All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Shares offered hereby shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference that are not presented
herein or delivered herewith. The Company hereby undertakes to provide, without
charge, to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, on the written or oral request or such person, a copy
of any or all of the information incorporated herein by reference. Exhibits to
any of such documents, however, will not be provided unless such exhibits are
specifically incorporated by reference into such documents. The requests should
be addressed to: Chief Financial Officer, Bio-Imaging Technologies, Inc., 830
Bear Tavern Road, West Trenton, New Jersey 08628, telephone number (609) 883-
2000.
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<PAGE>
RISK FACTORS
Certain statements included in this Prospectus, including without
limitation, statements regarding the anticipated growth in the markets for the
Company's services, the continuation of the trends favoring outsourcing of
biomedical information technology services by pharmaceutical and biotechnology
companies and trends favoring the use of such information technologies by the
United States Food and Drug Administration, the anticipated growth of the
Company's business, the timing of the development and implementation of the
Company's new service offerings and the utilization of such services by the
Company's clients, and trends in future operating performance, are forward-
looking statements within the meaning of Section 27A of the Securities Act. The
factors discussed below and expressed from time to time in the Company's filings
with the Commission could cause actual results and developments to be materially
different from those expressed in or implied by such statements. Accordingly,
in addition to the other information contained in this Prospectus, the following
factors should be considered carefully by prospective investors in evaluating an
investment in the shares of Common Stock offered hereby.
Substantial Variability of Quarterly Operating Results. The Company's
project revenue, gross profit, and operating results have varied substantially
from quarter to quarter and may do so in the future. Many factors, some of
which are not within the Company's control, have contributed and may in the
future contribute to fluctuations in operating results. These factors include:
the number and size of the Company's projects; the short-term nature of the
Company's customers' commitments; the timing and size of new projects, including
projects for new customers; changes in scope or duration of existing projects;
pricing changes in response to various competitive factors; market factors
affecting the availability of qualified technical personnel; timing and customer
acceptance of new service offerings; changes in trends affecting outsourcing of
biomedical information technology services; changes in personnel and other
operating costs; and industry and general economic conditions. Many of the
Company's costs, such as personnel and facilities costs, are fixed costs.
Certain of the Company's expenses are based in part on expectations of future
revenue. The Company believes, therefore, that past operating results and
period-to-period comparisons should not be relied upon as an indication of
future operating performance.
History of Losses; Limited Liquidity; Potential Additional Financing
Requirement. The Company had net operating losses for each fiscal year from the
inception of its operations in 1990 through the fiscal year ended September 30,
1995. The Company was profitable in fiscal 1996 and for the first quarter of
fiscal 1997 primarily due to increased revenue resulting from an increase in
project-related services performed by the Company. The Company historically has
experienced cash flow difficulties during periods in which its total operating
expenses exceed its total project revenues. The Company anticipates that its
cash at March 31, 1997 will be sufficient to fund its working capital needs and
capital requirements for at least the next 12 months. There can be no assurance
that the Company will maintain a profitable level of operations in the future.
In addition, there can be no assurance that the Company will not require
additional financing or that, if required, such financing will be available on
terms acceptable to the Company, if at all.
Nature of Client Base; Concentration of Clients. Most of the Company's
contracts with its clients cover projects with a duration of between six months
and two years, with revenues recognized when services are performed and related
costs are incurred. Such contracts are generally terminable by the Company's
clients at any time and for any reason. The risk of significant loss of
anticipated revenue due to early contract termination is significant.
Furthermore, the Company's customer base is highly concentrated. In fiscal 1996,
three clients accounted for approximately 52% of the Company's net project
revenues. The loss of any of such clients would likely have a material adverse
effect on the Company's results of operations.
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Need for Expanded Market Acceptance of the Company's Services. The
Company's overall success and future market growth will be directly affected by
the level of acceptance of the Company's services by pharmaceutical and
biotechnology companies and medical device manufacturers. There can be no
assurance that the Company will generate business from other clients or that its
market acceptance will increase. Since the Company's clients and prospective
clients are in the highly competitive pharmaceutical, biotechnology and medical
device businesses, some clients may be unwilling to utilize the Company's
services if the Company's clients include their competitors.
Regulatory Acceptance of Medical Imaging in Clinical Trials; Acceptance of
the Company's Technology. The success of the Company's business depends in part
on favorable guidelines and policies established by the United States Food and
Drug Administration ("FDA") relating to the use of medical imaging data to
support regulatory reviews and approvals for new therapeutic drugs, diagnostic
imaging agents and medical devices. The FDA reviews data generated by the
Company's imaging techniques in the evaluation of the safety and efficacy of a
new drug or device. The Company's growth depends upon the FDA's acceptance of
the Company's medical image-based regulatory submission technology. While the
Company's software has been mentioned in a publicly-distributed FDA document as
"accepted" for the submission and review of medical imaging data in support of
Product Licensing Applications, there can be no assurance that the FDA will
accept the technology in support of other applications or that it will increase
its use of the Company's submission software. Furthermore, there can be no
assurance that the FDA will continue to use the Company's technology in support
of Product Licensing Applications, or that competitive software will not gain
significant usage by the FDA.
Management of Growth. The Company's recent growth has placed significant
demands on its management, administrative and operational resources. Project
revenue increased 39% from $2.625 million in fiscal 1995 to $3.657 million in
fiscal 1996. The Company has expanded to 35 full-time employees who are
currently employed by the Company from 24 employees at September 30, 1996. Such
growth has resulted in increased demands on the Company's infrastructure and
working capital requirements. The Company's ability to manage its growth
effectively is dependent upon its ability to continue developing and improving
its operational, financial and other internal systems, as well as its business
development capabilities, and to attract, train, retain, motivate and manage its
employees. In addition, the success of the Company's business will depend in
large part on its ability to maintain and improve its rates of employee
utilization at profitable billing rates, to maintain and improve project quality
and integrate and manage additional technical, sales and other personnel. If the
Company is unable to manage its growth effectively, such inability could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Risks Associated with New Services Offerings and New Offices; Acquisitions
Risk. In 1996, the Company began to offer new services to its clients and
established two new business units, including (i) the Marketing Information
Services Division, to develop and market medical imaging-oriented laptop
computer-based sales and marketing support presentations and databases, and (ii)
the Data Management and Information Systems Division, to provide clinical
database management services. Such services remain in an early stage of
marketing and customer acceptance. The Company has no previous experience in
developing, marketing or providing such new services. As a result, no assurance
can be given that it will be able to successfully develop and market such new
services. In addition, the Company recently opened a European office in the
Netherlands to perform core laboratory and sales functions. The Company has no
previous experience in developing, managing and integrating a branch office. In
the event that the Company is unable to successfully market its new services or
integrate its new branch office, such inability could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, the Company may seek to expand its operations, service offerings
and client base by acquiring other businesses, although no specific acquisitions
are being negotiated or planned as of the date of this Prospectus. There can be
no assurance
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<PAGE>
that the Company will be able to acquire or integrate such businesses
successfully. Furthermore, there can be no assurance that financing for any such
transactions will be available on satisfactory terms, or that the Company will
be able to accomplish its strategic objectives as a result of such transaction
or transactions. In addition, the Company competes for attractive acquisition
candidates with other companies, many of which have greater resources than the
Company. Such competition for acquisition candidates could have the effect of
increasing the cost to the Company of an acquisition. Acquisitions also may
involve a number of specific risks including: possible adverse short-term
effects on the Company's operating results; dependence on retaining key clients
and personnel; diversion of management's attention; amortization of acquired
intangible assets; and risks associated with unanticipated problems, liabilities
or contingencies.
Competition. The markets for the Company's services are characterized by
intense competition. The Company believes that the principal competitive factors
in the market for its biomedical information technology services include,
technical expertise, availability of qualified technical personnel, adherence to
regulatory guidelines and policies, price, client service, breadth of service
offerings, financial stability and reputation. The Company's competitors
include primarily academically-oriented imaging laboratories, commercial
contract clinical research organizations, and a limited number of direct
commercial competitors. The Company believes that competition from the imaging
services units of clinical research organizations and direct commercial
competitors is likely to increase. Although the Company believes that it
utilizes technology which differentiates the Company from its competitors, many
competitors are substantially larger than the Company, with greater resources,
including more extensive facilities, greater capital resources and equipment,
larger staffs and the ability to offer a broader range of services than the
Company. Furthermore, there can be no assurance that the Company's competitors
or clients will not develop and utilize technology similar or superior to that
utilized by the Company.
Competitive Market for Technical and Sales Personnel. The Company's
success depends in part on its ability to attract, hire, train, retain and
motivate qualified managerial, technical and sales and marketing personnel.
Competition with pharmaceutical and other core-laboratory and biomedical
information technology services companies for such personnel is intense. Many of
the Company's competitors have substantially greater resources than the Company
and may be able to offer more attractive compensation packages than the Company.
There can be no assurance that the Company will be successful in attracting and
retaining the qualified technical and sales personnel it requires to conduct and
expand its operations successfully. The Company's ability to expand its client
base and increase the number of projects for which it is able to perform
services could be materially adversely affected if the Company is unable to
attract, hire, train and retain qualified personnel.
Government Regulation. Regulations governing the approval of drugs and
medical devices impose significant compliance burdens on the Company's clients
and are primarily responsible for creating the market for the Company's
services. The Company believes that its ability to maintain profitable
operations will be materially dependent upon the continued stringent enforcement
of the comprehensive regulatory framework by various government agencies. Any
significant change in these regulatory requirements or the enforcement thereof,
especially relaxation of standards, could adversely affect the Company's
business, financial condition, results of operations and prospects.
Changing Technology; Potential Infringement. The Company's business is
subject to rapid changes in technology including potential introduction of new
types of biomedical image processing technology, image analysis and digital
image management software and services. Such changes could have a material
adverse impact on the Company's business. There is other computer imaging
technology that is capable of image manipulation and which take quantifiable
measurements derivative from the images. These technologies could be used as
the basis for the development of technology that would be
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<PAGE>
directly competitive with the software and know-how employed by the Company.
There can be no assurance that research and development by others will not
render the Company's technology and know-how obsolete or uncompetitive. In
addition, in a technology-based industry, there can be no assurance that a claim
of patent or other infringement will not be made against the Company. While the
Company is not aware of any such claims, no infringement studies have been
conducted on behalf of the Company.
Dependence on Key Personnel. The success of the Company is largely
dependent upon the efforts of its key personnel, including, James J. Conklin,
M.D., its Chairman and Chief Scientific Officer, and Donald W. Lohin, its
President and Chief Executive Officer, the loss of either of whom would likely
have a material adverse impact on the Company. In addition, the Company's
success is dependent on its ability to recruit and retain additional management,
technical and sales personnel with computer imaging and biomedical experience.
The loss of key personnel, or the inability to attract and retain additional,
highly-skilled technical and sales employees required for the expansion of the
Company's activities could adversely affect its business.
Potential Liability. The Company may be exposed to liability claims as a
result of involvement in drug and medical device development. There can be no
assurance that liability claims will not be asserted against the Company as a
result of work performed for its clients. Furthermore, there can be no
assurance that the Company's clients will agree to indemnify the Company, or
that the Company will have sufficient insurance to satisfy any such liability
claims. If a claim is brought against the Company and the outcome is
unfavorable to the Company, such outcome could have a material adverse impact on
the Company.
Potential Dilutive Effect of Warrants and Options; Possible Adverse Effect
on the Company's Ability to Obtain Additional Financing. The securities
outstanding include options and warrants as well as the UPOs. During the
respective terms of the options, warrants and the UPOs, the holders thereof are
given an opportunity to profit from a rise in the market price of the Common
Stock, with a resulting dilution of the interests of the existing stockholders.
Thus, the terms upon which the Company may obtain additional financing during
that period may be adversely affected. The holders of options, warrants and the
UPOs might be expected to exercise their rights to acquire Common Stock at a
time when the Company would, in all likelihood, be able to obtain needed capital
through a new offering of securities on terms more favorable than those provided
by these outstanding securities. In the event that such holders exercise these
rights to acquire shares of Common Stock at such time, the net tangible book
value per share of the Common Stock might be subject to dilution.
Potential Future Sales. Future sales of shares of Common Stock by existing
holders of Common Stock or by the holders of outstanding options, warrants or
preferred stock, upon the exercise or conversion thereof, under Rule 144 of the
Securities Act or otherwise, could have a negative impact on the market price of
the Common Stock. The Company is unable to estimate the number of shares that
may be sold under Rule 144 since this will depend on the market price for the
Common Stock of the Company, the personal circumstances of the sellers and other
factors. Any sale of substantial amounts of Common Stock or other securities of
the Company in the open market may adversely affect the market price of the
securities offered hereby and may adversely affect the Company's ability to
obtain future financing in the capital markets as well as create a potential
market overhang.
No Dividends on Common Stock. The Company intends to retain any future
earnings to finance its growth and, therefore, does not intend to declare
dividends on shares of its Common Stock in the foreseeable future. Accordingly,
any potential investor who anticipates the need for current dividends from its
investment should not purchase any of the securities offered hereby.
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<PAGE>
Public Market for Common Stock; Possible Volatility of Stock Price. There
can be no assurance that an active market in the Company's Common Stock will be
sustained. During each of 1994 and 1995, the Company faced delisting on the
Nasdaq SmallCap Market for failure to maintain minimum bid price requirements or
the alternative capital and surplus requirements. While the Company was able to
maintain such listing, in each instance as a result of the sale of capital stock
by the Company, there can be no assurance that it will be able to continue to
meet or maintain the Nasdaq criteria for continued listing. In the absence of a
public trading market, an investor may be unable to liquidate its investment.
In addition, the Company believes that factors such as the Company's and its
competitors' announcements of the availability of new services and new
contracts, quarterly fluctuations in the Company's financial results and general
conditions in the pharmaceutical and biotechnology industries could cause the
price of the Common Stock to fluctuate substantially. The stock markets have
experienced extreme price volatility in recent years. This volatility has had a
substantial effect on the market prices of securities issued by many companies,
often for reasons unrelated to the operating performance of the specific
companies.
Concentration of Share Ownership. The Company's directors, officers and
principal stockholders (including Covance Inc. (formerly Corning Pharmaceutical
Services Inc.) and Investment Partners of America, L.P.), and certain of their
affiliates, beneficially own approximately 47% of the outstanding shares of
Common Stock and Series A Preferred Stock taken together as a single class
(without giving effect to any outstanding options, warrants or other convertible
securities, some of which are held by such stockholders) and such stockholders
will have significant influence over the outcome of all matters submitted to the
stockholders for approval, including the election of directors of the Company
and other corporate actions. In addition, such influence by management could
have the effect of discouraging others from attempting to takeover the Company
thereby increasing the likelihood that the market price of the Common Stock will
not reflect a premium for control.
Anti-Takeover Provisions. The Company has an authorized class of 3,000,000
shares of preferred stock of which 1,250,000 shares have been designated Series
A Preferred Stock. The Series A Preferred Stock has certain rights and
preferences which may have the effect of delaying, deterring or preventing a
change in control of the Company. The remaining 1,750,000 shares of
undesignated preferred stock may be issued by the Board of Directors, subject to
the rights and preferences of the holders of the Series A Preferred Stock, on
such terms and with such rights, preferences and designations as the Board may
determine. Issuance of such preferred stock, depending upon the rights,
preferences and designations thereof, may have the effect of delaying, deterring
or preventing a change in control of the Company. In addition, certain "anti-
takeover" provisions of the Delaware General Corporation Law, among other
things, restrict the ability of stockholders to effect a merger or business
combination or obtain control of the Company, and may be considered
disadvantageous by a stockholder. See "Description of Securities."
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THE COMPANY
The Company is a biomedical information technology and services company
that provides medical image processing, digital image management and clinical
data management services and software applications to the pharmaceutical,
biotechnology and medical device industries. The Company specializes in the
processing and analysis of medical images and in the data-basing and regulatory
submission of medical images and related text, quantitative data and document-
based information from human clinical trials.
The Company has developed proprietary procedures and software methodologies
for conducting clinical studies in which medical imaging modalities, including
computed tomography, magnetic resonance imaging, conventional X-ray, ultrasound
and digital photography, are used to evaluate the efficacy and safety of
pharmaceuticals, biologics or medical devices. The Company's digital image
processing and computer analysis techniques enable it to visualize and measure
drug or device effects that can only be detected via medical imaging. These
image analysis techniques enable the Company to make highly precise measurements
and biostatistical inferences about drug or device effects. The resulting data
enable the Company's clients, and their regulatory reviewers (primarily the FDA)
to evaluate product efficacy and safety in a more accurate and reliable manner
than was previously possible.
In addition, the Company has developed specialized computer services and
software applications that enable radiologists and other medical specialists
involved in clinical trials to review medical image data in an entirely digital
format. The Company's Computer-Assisted Masked Reading system offers numerous
advantages over conventional film-based medical image reading systems, including
increased reading speed, greater standardization of image reading, and reduced
error in the capture of reader interpretations. Furthermore, the Company has
developed a proprietary image database software application, called
Bio/ImageBase(R), that enables the Company's clients to submit their medical
images and related clinical data to the FDA in a digital format. Using data
stored on CD-ROM disks, Bio/ImageBase(R) can allow clients and their FDA medical
reviewers to review medical images and other data via a familiar graphical user
interface that runs on either IBM-PC compatible or Apple Power Macintosh desktop
computers. The Company believes that Bio/ImageBase(R) offers the potential to
decrease review time for New Drug Applications, Product License Applications and
Product Marketing Applications, which could result in faster regulatory
approvals and reduced time-to-market for new drugs, biologics and medical
devices, respectively.
Based upon increased demand among pharmaceutical and biotechnology
companies for computer-based, digital-image-enabled and multimedia presentation
capabilities, in October 1996, the Company established a new business unit, the
Marketing Information Services Division ("MISD"). The MISD will expand upon the
Company's core medical imaging technology to provide a variety of computer-
based, medical image-enabled presentation tools to client's sales and marketing
organizations.
The Company believes that it is at an early stage of market penetration and
is directing its marketing and sales efforts towards those clinical development
areas that have the highest current reliance upon medical imaging. These areas
include oncology therapeutics and diagnostics, central nervous system
therapeutics and diagnostics, anti-inflammatory/musculoskeletal therapeutics
(primarily anti-arthritics) and cardiovascular therapeutics and diagnostics.
These four major targets alone constitute in excess of 500 different therapeutic
and diagnostic agents currently under development.
-9-
<PAGE>
The Company was incorporated in Delaware in 1987 under the name Wise
Ventures, Inc. The Company's name was changed to Bio-Imaging Technologies, Inc.
in 1991. The address of the Company's principal executive offices is 830 Bear
Tavern Road, West Trenton, New Jersey 08628, and its telephone number is 609-
883-2000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered by this Prospectus. While the Company will receive sums upon any
exercise of the UPOs and the Warrants by the Selling Securityholders, the
Company currently has no plans for their application, other than for working
capital and other general corporate purposes. There can be no assurance that
any of such UPOs or Warrants will be exercised.
-10-
<PAGE>
SELLING SECURITYHOLDERS
The Shares being registered hereunder include shares of Common Stock
issuable upon the exercise of the UPOs and Warrants which were previously issued
and sold by the Company to certain of the Selling Securityholders. The Company
will not receive any of the proceeds from any sales of the Shares by the Selling
Securityholders. The Company is registering the Shares under the Securities Act
pursuant to its obligations to do such under registration rights agreements with
such Selling Securityholders. The Shares may not be sold or otherwise
transferred by the Selling Securityholders unless and until the applicable UPOs
and Warrants are exercised in accordance with their respective terms. The
following table sets forth, as of March 31, 1997, certain information with
respect to the Selling Securityholders.
<TABLE>
<CAPTION>
Number of Beneficial
Name and Address of Beneficial Ownership of Shares Offered Ownership of Shares
Selling Securityholder Shares Prior to Offering/(1)/ Hereby/(2)/ After Offering/(2)/
- ------------------------------------ ---------------------------- -------------- -------------------
Shares Percent Shares Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
GKN Securities Corp................. 206,500/(3)/ 3.2 206,500 -- --
61 Broadway
New York, NY 10006
David Nussbaum/(4)(5)/.............. 140,000/(3)/ 2.2 140,000 -- --
Roger Gladstone/(4)(5)/............. 140,000/(3)/ 2.2 140,000 -- --
Robert Gladstone/(4)(5)/............ 140,000/(3)/ 2.2 140,000 -- --
Andrea Goldman/(4)/................. 3,500/(3)/ * 3,500 -- --
Anthony G. Polak/(4)/............... 28,000/(3)/ * 28,000 -- --
S. Edmond Farber/(4)/............... 28,000/(3)/ * 28,000 -- --
500 Hanover Corporation/(4)/........ 13,999/(3)/ * 13,999 -- --
Investment Partners of America, L.P. 1,316,668/(6)/ 17.5 900,001 416,667 5.5
732 West Eighth Street
Plainfield, NJ 07060
- ---------------------
*Less than 1%
</TABLE>
(1) Applicable percentage of ownership is based on 6,203,825 shares of Common
Stock outstanding, plus any Common Stock equivalents held by such holder.
Gives effect to applicable anti-dilution provisions of the securities held
by the Selling Securityholders through March 31, 1997.
(2) Assumes that all Shares are sold pursuant to this offering and that no
other shares of Common Stock are acquired or disposed of by the Selling
Securityholders prior to the termination of this offering. Because the
Selling Securityholders may sell all, some or none of their Shares or may
acquire or dispose of other shares of Common Stock, no reliable estimate
can be made of the aggregate number of Shares that will be sold pursuant to
this offering or the number or percentage of shares of Common Stock that
each Selling Securityholder will own upon completion of this offering.
(3) Represents Shares issuable upon exercise of the UPOs held by the respective
Selling Securityholders.
(4) The address for such Selling Securityholder is c/o GKN Securities Corp., 61
Broadway, New York, NY 10006.
(5) Excludes Shares held by GKN Securities Corp. Mr. Nussbaum and Messrs.
Gladstone are directors and officers of GKN Securities Corp. and they each
disclaim beneficial ownership of all Shares held by GKN Securities Corp.
(6) Includes (i) 416,667 Shares issuable upon exercise of the Class A Warrants;
(ii) 416,667 Shares issuable upon exercise of the Class B Warrants; and
(iii) 66,667 Shares issuable upon exercise of the Class C Warrants. Also
includes an aggregate of 416,667 shares issuable upon conversion of shares
of Series A Preferred Stock held by such Selling Securityholder which are
not registered hereunder.
-11-
<PAGE>
The UPOs were issued in June 1992 in connection with the Company's public
offering of 1,000,000 units at $5.00 per unit, each unit consisting of one share
of Common Stock and one Class G Warrant to purchase one share of Common Stock.
The Class G Warrants issuable upon the exercise of the UPOs expired unexercised
in June 1996. The rights to purchase Shares under the UPOs expire in June 1997,
unless otherwise extended by the terms of the UPOs. GKN Securities Corp. acted
as the underwriter of such public offering. Giving effect to certain anti-
dilution provisions of the UPOs, the current exercise price of each of the UPOs
is $1.00 per Share.
The Warrants were issued in December 1995 in connection with the Company's
private placement of 416,667 Units sold to Investment Partners of America, L.P.
at a purchase price of $1.20 per Unit, each Unit consisting of (i) one share of
Series A Preferred Stock, convertible into Common Stock of the Company on a one
share for one share basis; (ii) one five-year Class A Warrant to purchase one
share of the Company's Common Stock at an initial exercise price of $1.50 per
share; and (iii) one five-year Class B Warrant to purchase one share of the
Company's Common Stock at an initial exercise price of $2.50 per share. In
consideration of services rendered, the Company also issued 66,667 Class C
Warrants to Investment Partners of America, L.P., each to purchase one share of
the Company's Common Stock at an initial exercise price of $1.05 per share.
Each of the Warrants is exercisable for a period of five years. Giving effect
to certain price protection provisions thereof, the current exercise price of
each of the Warrants is $0.63 per Share.
Each of the Warrants contain standard anti-dilution provisions. The
Company granted registration rights, subject to certain conditions, with respect
to each of the Warrants and the shares of Common Stock underlying such
securities. In connection with this offering, the holder of the Warrants has
agreed to register only the shares of Common Stock underlying such Warrants.
Such holder has not, however, waived its registration rights with respect to
future offerings.
Under agreements with the Selling Securityholders, all offering expenses
are borne by the Company except the fees and expenses of any counsel and other
advisors that the Selling Securityholders may employ to represent them in
connection with the offering and all brokerage or underwriting discounts or
commissions paid to broker-dealers in connection with the sale of the Shares.
The Company and the Selling Securityholders have agreed to indemnify each
other against certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act.
PLAN OF DISTRIBUTION
The Selling Securityholders have advised the Company that they may from
time to time sell all or a portion of the Shares offered hereby in one or more
transactions in the over-the-counter market, on the Nasdaq SmallCap Market, the
Boston Stock Exchange or any exchange on which the Common Stock may then be
listed, in negotiated transactions or otherwise, or a combination of such
methods of sale, at market prices prevailing at the time of sale or prices
related to such prevailing market prices or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Securityholders and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Securityholders and any participating broker-dealers may be deemed to be
"underwriters" as defined in the Securities Act. Neither the Company nor the
Selling Securityholders can estimate at the present time the amount of
commissions or discounts, if any, that will be paid by the Selling
Securityholders on account of their sales of the Shares from time to time.
-12-
<PAGE>
DESCRIPTION OF SECURITIES
General
The authorized capital stock of the Company consists of 18,000,000 shares
of Common Stock, par value $0.00025 per share, of which 6,203,825 shares are
issued and outstanding at March 31, 1997 and held of record by approximately 104
stockholders. In addition, the Company has authorized 3,000,000 shares of
Preferred Stock, par value $0.00025 per share, of which 1,250,000 shares have
been designated Series A Preferred Stock. As of March 31, 1997, there are
416,667 shares of Series A Preferred Stock issued and outstanding, held of
record by one stockholder. The transfer agent for the Common Stock is North
American Transfer Company, 147 W. Merrick Road, Freeport, New York. The Company
serves as transfer agent for the shares of the Series A Preferred Stock.
The description of the Company's securities contained in this Prospectus is
intended as a summary thereof and does not purport to be complete and is
qualified in its entirety by reference to the applicable provisions of the
Company's Restated Certificate of Incorporation, as amended, a copy of which has
been filed previously with the Commission. See "Available Information."
Common Stock
Holders of Common Stock are entitled to one vote for each share held of
record on matters to be voted on by the stockholders of the Company. Holders of
shares of Common Stock will be entitled to receive dividends, subject to the
senior rights of preferred stockholders, if any, when and if declared by the
Board of Directors of the Company and to share ratably in the assets of the
Company legally available for distribution to its stockholders in the event of
liquidation, dissolution or winding up of the Company. Holders of Common Stock
have no preemptive, subscription, redemption or conversion rights. All of the
issued and outstanding shares of Common Stock are, and all Shares to be sold in
this offering, upon the proper exercise of the UPOs and the Warrants and payment
for the underlying Shares in accordance with the respective terms of such
securities, will be, duly authorized, validly issued, fully paid and non-
assessable.
Series A Preferred Stock
The Company has designated 1,250,000 shares of preferred stock as the
Company's Series A Preferred Stock, and has issued 416,667 shares of such Series
A Preferred Stock as of the date of this Prospectus. The shares of Series A
Preferred Stock were issued and sold in a private placement to Investment
Partners of America, L.P., a single accredited investor, in December 1995. The
shares of Series A Preferred Stock are convertible into shares of Common Stock
on a one share for one share basis, subject to certain adjustments. The Series
A Preferred Stock also provides for (i) voting rights on an as-converted to
Common Stock basis, with standard protective provisions; (ii) a liquidation
preference of $1.20 per share; (iii) standard anti-dilution protection and price
protection provisions; (iv) cumulative dividends of $0.096 per share per annum,
payable out of funds legally available for payment of dividends and only upon
declaration of dividends by the Board of Directors of the Company; (v)
registration rights with respect to shares of Common Stock issuable upon
conversion of the shares of Series A Preferred Stock; and (vi) certain
maintenance rights.
Undesignated Preferred Stock
Subject to rights and preferences of the holder or holders, as the case may
be, of the outstanding shares of Series A Preferred Stock, the Board of
Directors has the authority to issue up to an additional 1,750,000 shares of
Preferred Stock in one or more series and to fix the number of shares
constituting
-13-
<PAGE>
any such series, the voting powers, designations, preferences and relative
participation, optional or other special rights and qualifications, limitations
or restrictions thereof, including the dividend rights and dividend rate, terms
of redemption (including sinking fund provisions), redemption price or prices,
conversion rights and liquidation preferences of the shares constituting any
series, without further vote or action by the stockholders. The issuance of
preferred stock by the Board of Directors could, therefore, affect the rights of
the holders of Common Stock. In addition, the authority of the Board of
Directors, subject to the rights and preferences of the Series A Preferred
Stock, to designate and issue shares of preferred stock could potentially be
used to discourage attempts by others to obtain control of the Company through
merger, tender offer, proxy contest or otherwise by making such attempts more
difficult to achieve or more costly. The Board of Directors may issue preferred
stock with voting and conversion rights that could adversely affect the voting
power of the holders of shares of Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's restated certificate of incorporation, as amended, and by-
laws provide that each director and officer (and the by-laws further provide
that each employee) shall be indemnified by the Company against expenses,
liability and loss in connection with any legal proceeding to which such officer
or director may become a party by reason of being, or having been an officer or
director of the Company, is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that such officer or director acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In addition, the Company's restated certificate of incorporation, as
amended, eliminates liability of the Company's directors for monetary damages
resulting from the breach of their fiduciary duty to the Company and its
stockholders, except with respect to breach of the director's duty of loyalty to
the Company or its stockholders, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or involve an
improper personal benefit, or willful or negligent violations of Sections 173 or
160 of the Delaware General Corporation Law. The intent of these provisions is
to eliminate to the fullest extent permitted under the Delaware General
Corporation Law, liability of the Company's directors to the Company and its
stockholders. The Company also is authorized under its by-laws to maintain, on
behalf of its officers and directors, insurance against certain liabilities
arising out of the discharge of their duties, and also to maintain insurance
covering the Company against indemnification payments to its officers and
directors for certain liabilities. The Company believes that the provisions
contained in its restated certificate of incorporation, as amended, and by-laws
will assist it in attracting and retaining qualified individuals to serve as
officers and directors.
The Company maintains liability insurance for the benefit of its directors
and officers which is intended to provide coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of the Company (or any subsidiary thereof) due to any
breach of duty, neglect, error, misstatement, misleading statement, omission or
act done by such directors and officers, except as prohibited by law or
otherwise excluded under such insurance.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought nor is the Company aware of any threatened litigation that may result in
claims for indemnification by any director or officer.
-14-
<PAGE>
LEGAL MATTERS
The validity of the issuance of the Shares of Common Stock offered hereby
will be passed upon for the Company by Buchanan Ingersoll, 500 College Road
East, Princeton, New Jersey.
EXPERTS
The Consolidated Financial Statements of the Company as of and for each of
the two years in the period ended September 30, 1996 included in the Company's
Annual Report on Form 10-KSB have been incorporated in this Prospectus and
Registration Statement in reliance upon the report of Goldstein Golub Kessler &
Company, P.C., independent certified public accountants, given on the authority
of such firm as experts in accounting and auditing.
-15-
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED HEREIN OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 3
Risk Factors.............................................................. 4
The Company............................................................... 9
Use of Proceeds........................................................... 10
Selling Securityholders................................................... 11
Plan of Distribution...................................................... 12
Description of Securities................................................. 13
Indemnification of Directors and Officers................................. 14
Legal Matters............................................................. 15
Experts................................................................... 15
</TABLE>
-16-
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
---------------------------------------------
<TABLE>
<S> <C>
SEC registration fee $ 712.73
Counsel fees and expenses 18,000.00*
Accounting fees and expenses 1,000.00*
Miscellaneous expenses 5,287.27*
------------
Total* $ 25,000.00*
============
</TABLE>
--------
*Estimated
All expenses of issuance and distribution listed above will be borne by the
Company. The costs of fees and expenses of legal counsel and other advisors, if
any, that the Selling Securityholders employ in connection with the offering
will be borne by the Selling Securityholders.
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
The Company's restated certificate of incorporation, as amended, and by-
laws provide that each director and officer (and the by-laws further provide
that each employee) shall be indemnified by the Company against expenses,
liability and loss in connection with any legal proceeding to which such officer
or director may become a party by reason of being, or having been an officer or
director of the Company, is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that such officer or director acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In addition, the Company's restated certificate of incorporation, as
amended, eliminates liability of the Company's directors for monetary damages
resulting from the breach of their fiduciary duty to the Company and its
stockholders, except with respect to breach of the director's duty of loyalty to
the Company or its stockholders, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or involve an
improper personal benefit, or willful or negligent violations of Sections 173 or
160 of the Delaware General Corporation Law. The intent of these provisions is
to eliminate to the fullest extent permitted under the Delaware General
Corporation Law, liability of the Company's directors to the Company and its
stockholders. The Company also is authorized under its by-laws to maintain, on
behalf of its officers and directors, insurance against certain liabilities
arising out of the discharge of their duties, and also to maintain insurance
covering the Company against indemnification payments to its officers and
directors for certain liabilities. The Company believes that the provisions
contained in its restated certificate of incorporation, as amended, and by-laws
will assist it in attracting and retaining qualified individuals to serve as
officers and directors.
The Company maintains liability insurance for the benefit of its directors
and officers which is intended to provide coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of the Company (or any subsidiary thereof) due to any
breach of duty, neglect, error, misstatement, misleading statement, omission or
act done by such directors and officers, except as prohibited by law or
otherwise excluded under such insurance.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought nor is the Company aware of any threatened litigation that may result in
claims for indemnification by any director or officer.
II-1
<PAGE>
Item 16. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
5 Opinion of Buchanan Ingersoll as to validity of Common Stock.
23.1 Consent of Goldstein Golub Kessler & Company, P.C.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed as
Exhibit 5 to the Registration Statement).
24 Powers of Attorney of certain officers and directors of the
Company (contained on the signature page of this Registration
Statement).
</TABLE>
Item 17. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes that it will:
(1) file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.
(2) for determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
(3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of West Trenton, State of New Jersey, on the 18th day of April, 1997.
BIO-IMAGING TECHNOLOGIES, INC.
By: /s/ Donald W. Lohin
-------------------------------------
Donald W. Lohin,
President, Chief
Executive Officer
and Director
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Donald W. Lohin and Robert J. Phillips,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Donald W. Lohin President, Chief April 18, 1997
- ----------------------------- Executive Officer and Director
Donald W. Lohin (principal executive officer)
/s/James J. Conklin, M.D. Chairman of the April 18, 1997
- ----------------------------- Board, Chief Scientific
James J. Conklin, M.D. Officer and Director
/s/Robert J. Phillips Vice President and Chief April 18, 1997
- ----------------------------- Financial Officer
Robert J. Phillips (principal financial and
accounting officer)
/s/Jeffrey H. Berg, Ph.D Director April 18, 1997
- -----------------------------
Jeffrey H. Berg, Ph.D.
/s/Harris Koffer, Pharm.D. Director April 18, 1997
- -----------------------------
Harris Koffer, Pharm.D.
/s/Charles C. Harwood, Jr. Director April 18, 1997
- -----------------------------
Charles C. Harwood, Jr.
/s/Jeffrey S. Hurwitz, Esq. Director April 18, 1997
- -----------------------------
Jeffrey S. Hurwitz, Esq.
/s/James A. Taylor, Ph.D. Director April 18, 1997
- -----------------------------
James A. Taylor, Ph.D.
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
5 Opinion of Buchanan Ingersoll as to validity of Common Stock.
23.1 Consent of Goldstein Golub Kessler & Company, P.C.
23.2 Consent of Buchanan Ingersoll (contained in the opinion filed as
Exhibit 5 to the Registration Statement).
24 Powers of Attorney of certain officers and directors of the
Company (contained on the signature page of this Registration
Statement).
</TABLE>
<PAGE>
EXHIBIT 5
BUCHANAN INGERSOLL
Attorneys
500 College Road East
Princeton, New Jersey 08540
April 18, 1997
Bio-Imaging Technologies, Inc.
830 Bear Tavern Road
West Trenton, New Jersey 08628
Gentlemen:
We have acted as counsel to Bio-Imaging Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
registration statement on Form S-3 (the "Registration Statement"), under the
Securities Act of 1933, as amended, relating to the registration of an aggregate
of 1,600,000 shares (the "Shares") of the Company's common stock, $0.00025 par
value, all of which are to be offered by certain Selling Securityholders as set
forth therein.
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares, upon proper exercise of the UPOs and
Warrants (as such terms are defined in the Registration Statement),
as applicable, has been duly and validly authorized; and
2. The Shares underlying the UPOs and Warrants, when issued, delivered
and sold in accordance with the terms of such securities, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/BUCHANAN INGERSOLL
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors of
Bio-Imaging Technologies, Inc.
We hereby consent to the incorporation by reference in the accompanying
Registration Statement on Form S-3, of our report dated October 9, 1996
included in the Annual Report on Form 10-KSB for the year ended September 30,
1996, on the consolidated financial statements of Bio-Imaging Technologies, Inc.
and subsidiary as of and for each of the two years ended September 30, 1996. We
also consent to the reference to our firm under the caption "Experts."
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
April 18, 1997
