<PAGE>
As filed with the Securities and Exchange Commission on March 3, 1997
Registration No. _________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIO-IMAGING TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
11-2872047
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(I.R.S. Employer Identification No.)
830 Bear Tavern Road, West Trenton, New Jersey 08628
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(Address of Principal Executive Offices) (Zip Code)
1991 Stock Option Plan, as amended
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(Full Title of the Plan)
Donald W. Lohin
President and Chief Executive Officer
Bio-Imaging Technologies, Inc.
830 Bear Tavern Road, West Trenton, New Jersey 08628
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(Name and Address of Agent for Service)
(609) 883-2000
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David J. Sorin, Esq.
Buchanan Ingersoll
500 College Road East
Princeton, NJ 08540
(609) 987-6800
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount Of
Title Of Securities To Be Price Per Offering Registration
To Be Registered Registered Share/(1)/ Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.00025
par value
Issuable pursuant to
options to be granted
under the 1991 Stock
Option Plan, as
amended................. 600,000 $ 1.31 $786,000 $ 238.16
================================================================================
</TABLE>
/(1)/ Pursuant to Rule 457(c), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average
of the bid and ask price per share of the Registrant's Common Stock as
reported on the Nasdaq SmallCap Market on February 27, 1997.
---------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
600,000 shares of Common Stock, $0.00025 par value ("Common Stock"), of Bio-
Imaging Technologies, Inc. Such shares are additional securities of the same
class as other securities for which two previously filed Registration Statements
on Form S-8, each relating to the Bio-Imaging Technologies, Inc. 1991 Stock
Option Plan (the "Plan"), are effective. Pursuant to the provisions of
Paragraph E of the General Instructions to Form S-8, the contents of the
Company's (i) Registration Statement on Form S-8 (Reg. No. 33-74152) filed with
the Commission on January 17, 1994 and relating to 1,200,000 shares of Common
Stock under the Plan, and (ii) the Registration Statement on Form S-8 (Reg. No.
33-90412) filed with the Commission on March 17, 1995 and relating to 600,000
shares of Common Stock under the Plan, are hereby incorporated herein by
reference.
i
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Company as of September 30,
1996 and 1995 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 and incorporated by
reference in this Registration Statement have been included in reliance upon the
reports of Goldstein Golub Kessler & Company, P.C., independent certified public
accountants, given on the authority of said firm as experts in accounting and
auditing.
The legality of the Common Stock being offered hereby has been passed upon
by Buchanan Ingersoll.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
Number -----------
------
<S> <C>
4.1 1991 Stock Option Plan, as amended.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Goldstein Golub Kessler & Company, P.C.
23.2 Consent of Buchanan Ingersoll (contained in the opinion
filed as Exhibit 5).
24 Power of Attorney (see "Power of Attorney" below).
</TABLE>
II-1
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of West Trenton, State of New Jersey, on this 28th
day of February, 1997.
BIO-IMAGING TECHNOLOGIES, INC.
By: /s/ Donald W. Lohin
---------------------------------------------
Donald W. Lohin
President and Chief Executive Officer
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.
II-2
<PAGE>
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
--------- -----
<S> <C> <C>
/s/ James J. Conklin Chairman of the Board, Chief February 28, 1997
- -------------------------- Scientific Officer and Director
James J. Conklin, M.D.
/s/ Donald W. Lohin President, Chief Executive February 28, 1997
- -------------------------- Officer and Director (principal
Donald W. Lohin executive officer)
/s/ Robert J. Phillips Vice President and February 28, 1997
- -------------------------- Chief Financial Officer
Robert J. Phillips (principal financial and
accounting officer)
/s/ Jeffrey H. Berg Director February 28, 1997
- --------------------------
Jeffrey H. Berg, Ph.D.
Director February , 1997
- --------------------------
Charles C. Harwood, Jr.
/s/ Jeffrey S. Hurwitz Director February 28, 1997
- --------------------------
Jeffrey S. Hurwitz, Esq.
/s/ Harris Koffer Director February 28, 1997
- --------------------------
Harris Koffer, Pharm.D.
Director February , 1997
- --------------------------
James A. Taylor, Ph.D.
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
Number ----------- Number
- ------ ------
<S> <C> <C>
4.1 1991 Stock Option Plan, as amended.
5 Opinion of Buchanan Ingersoll.
23.1 Consent of Goldstein Golub Kessler & Company, P.C..
23.2 Consent of Buchanan Ingersoll (contained in the
opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page).
</TABLE>
<PAGE>
BIO-IMAGING TECHNOLOGIES, INC.
1991 STOCK OPTION PLAN, AS AMENDED
----------------------------------
1. PURPOSE OF PLAN. The purposes of the Bio-Imaging Technologies, Inc.
---------------
1991 Stock Option Plan (the "Plan") are to enable key employees of Bio-Imaging
Technologies, Inc. (the "Company") and its subsidiaries (including officers and
directors) to acquire a (or increase his or her) proprietary interest in the
Company and its subsidiaries and to encourage such persons to remain in the
employ of the Company or its subsidiaries. Options granted pursuant to the Plan
may consist of incentive stock options ("ISOs") as defined under Section 422 of
the Internal Revenue code of 1986, as amended (the "Code"), and nonqualified
options.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
--------------
"Committee") appointed by the Board of Directors; except that if and to the
extent that no Committee exists which had the authority to administer the Plan,
the functions of the Committee shall be exercised by the Board of Directors. The
Committee shall consist of at least two members of the Board of Directors.
Members of the Committee shall be "disinterested persons" (within the meaning of
Rule 240.16(b)-3(c) of the Securities and Exchange Commission) who are not
employees of the Company or its subsidiaries.
The Committee shall determine the purchase price of the stock covered by
each option, the employees and nonemployee directors to whom, and the time or
times at which, options shall be granted, the number of shares to be covered by
each option, and the term of each option. In addition, the Committee shall have
the power and authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions
<PAGE>
of the respective option agreements (which need not be identical) and to make
all other determinations deemed necessary or advisable for the administration of
the Plan.
If the Committee is appointed, the Board of Directors shall designate one
of the members of the Committee as chairman and the Committee shall hold
meetings at such times and places as it shall deem advisable. A majority of the
Committee members shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or determination
reduced to writing and signed by all the Committee members shall be fully as
effective as if it had been made by a vote at a meeting duly called and held.
The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.
3. EFFECTIVENESS AND TERMINATION OF PLAN.
-------------------------------------
(a) The Plan shall become effective as of December 17, 1991.
(b) The Plan shall terminate on the earliest of (i) the tenth
anniversary of the effective date (i.e., December 17, 2001), (ii) the date when
-----
all shares of the Company's Common Stock (the "Shares") reserved for issuance
under the Plan have been acquired through the exercise of options granted under
the Plan, or (iii) such earlier date as determined by the Board of Directors.
Any option outstanding under the Plan at the time of the Plan's termination
shall remain in effect in accordance with its terms and conditions and those of
the Plan.
4. GRANTEES. Subject to Section 2, options may be granted to key
--------
employees (including directors and officers), nonemployee directors of the
Company and its subsidiaries and
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<PAGE>
consultants as determined by the Committee (each such employee, director and
consultant, a "Grantee"); provided however, ISOs shall only be granted to
employees.
5. THE SHARES. Subject to Section 7, the aggregate number of Shares
----------
which may be issued under the Plan shall be 2,400,000. Such number of Shares may
be set aside out of the authorized but unissued Common Stock not reserved for
any other purpose or out of Common Stock held in or acquired for the treasury of
the Company. If all or part of an expired option is unexercised, the Shares
which were not exercised may again be available for grant under the Plan.
6. GRANT, TERMS AND CONDITIONS OF OPTIONS. Options may be granted by the
--------------------------------------
Committee at any time and from time to time prior to the termination of the
Plan. Except as hereinafter provided, options granted pursuant to the Plan
shall be subject to the following terms and conditions:
(a) Price. The purchase price of Shares subject to an ISO shall be no
-----
less than the fair market value of the Shares at the time of grant; provided,
however, if an ISO is granted to a person owning Common Stock of the Company
possessing more than 10% of the total combined voting power of all classes of
stock of the Company as defined in Section 422 of the Code ("10% Stockholder"),
the purchase price shall be no less than 110% of the fair market value of the
Shares. The purchase price of Shares subject to a nonqualified option shall be
determined by the committee but shall not be less than the par value of the
Shares. If the Company's Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation system on the day the
option is granted, fair market value shall not be less than the average of the
highest bid and lowest asked prices of the Common Stock on such system on such
date.
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<PAGE>
The exercise price shall be paid in full in United States dollars by
cash or by check at the time of exercise. At the discretion of the Committee,
the exercise price may be paid with (i) Common Stock already owned by, and in
the possession of, the Grantee, or (ii) any combination of United States dollars
or Common Stock. Anything contained herein to the contrary notwithstanding, any
required withholding tax shall be paid by the Grantee in full at the time of
exercise of an option. Common Stock used to satisfy the exercise price of an
option shall be valued at its fair market value as of the close of business on
the day of exercise. The exercise price shall be subject to adjustment, but
only as provided in Section 7 hereof.
(b) Limit on Incentive Option Amount. Notwithstanding any provision
--------------------------------
contained herein to the contrary, the Shares covered by an ISO granted to a
Grantee which are exercisable for the first time during any calendar year shall
not exceed the $100,000 limitation in Section 422 of the Code.
(c) Duration and Exercise of Options. An option may be granted for a
--------------------------------
term as determined by the Committee but the term may not exceed ten (10) years
from the date of grant; provided, however, the term of an ISO granted to a 10%
Stockholder may not exceed five (5) years. Options shall be exercisable at such
time and in such amounts (up to the full amount thereof) as may be determined by
the Committee at the time of grant. If an option is exercisable in
installments, the Committee shall determine what events, if any, will accelerate
the exercise of the option.
The Plan shall be subject to approval by the Company's stockholders
within one (1) year from the date on which it was adopted. Prior to such
stockholder approval, options may be granted
-4-
<PAGE>
under the Plan, but any such option shall not be exercisable prior to such
stockholder approval. If the Plan is not approved by the Company's stockholders,
the Plan shall terminate and all options theretofore granted under the Plan
shall terminate and become null and void.
(d) Termination of Employment. Except as otherwise determined by the
-------------------------
Committee, upon the termination of a Grantee's employment (or service as a
nonemployee director or consultant), the Grantee's rights to exercise an option
shall be as follows:
(i) If the Grantee's employment (or service as a nonemployee
director or consultant) is terminated on account of total and permanent
disability (as defined in Section 22(e)(3) of the Code), an option may be
exercised by the Grantee (or by the Grantee's estate if the Grantee dies after
termination) at any time within one (1) year after termination on account of
disability to the extent exercisable at termination but in no event after the
expiration of the term of the option.
(ii) In the case of a Grantee whose employment (or service as a
nonemployee director or consultant) is terminated by death, the Grantee's estate
shall have the right for a period of one (1) year following the date of such
death to exercise the option to the extent exercisable at the Grantee's death
but in no event after the expiration of the term of the option.
(iii) In the case of a Grantee whose employment with the Company
and its subsidiaries (or service as a nonemployee director or consultant) is
terminated for any reason other than death or disability, the Grantee's option
shall expire as of the date of termination of employment (or service as a
nonemployee director or consultant).
-5-
<PAGE>
(iv) A Grantee's "estate" shall mean the Grantee's legal
representative or any person who acquires the right to exercise an option by
reason of the Grantee's death. The Committee may in its discretion require the
transferee of a Grantee to supply it with written notice of the Grantee's death
or disability and to supply it with a copy of the will (in the case of the
Grantee's death) or such other evidence as the Committee deems necessary to
establish the validity of the transfer of an option. The Committee may also
require the agreement of the transferee to be bound by all of the terms and
conditions of the Plan.
(e) Transferability of Option. Options shall be transferable only by
-------------------------
will or the laws of descent and distribution and shall be exercisable during the
Grantee's lifetime only by the Grantee.
(f) Form, Modification, Extension and Renewal of Options. Subject to
----------------------------------------------------
the terms and conditions and within the limitations of the Plan, an option shall
be evidenced by such form of agreement as is approved by the Committee, and the
Committee may modify, extend or renew outstanding options granted under the
Plan, or accept the surrender of outstanding options (up to the extent not
theretofore exercised) and authorize the granting of new options in substitution
therefor (to the extent not theretofore exercised). Notwithstanding the
foregoing, no modification of an option shall adversely affect the status of an
ISO as an incentive stock option under Section 422 of the Code.
(g) Other Terms and Conditions. Options may contain such other
--------------------------
provisions, which shall not be inconsistent with any of the foregoing terms of
the Plan, as the Committee shall deem appropriate.
-6-
<PAGE>
7. CAPITAL STRUCTURE CHANGES.
-------------------------
(a) If the outstanding shares of the Company's Common Stock are
increased, decreased or changed into, or exchanged for a different number or
kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, the Board of Directors shall make appropriate
and proportionate adjustments in the number and kinds of shares available for
options pursuant to the Plan and subject to any outstanding options and in the
purchase price therefor. The determination of the Board of Directors as to such
adjustments shall be conclusive.
(b) Fractional Shares resulting from any adjustment in options
pursuant to Section 7 shall be eliminated at the time of exercise by rounding-
down for fractions less than one-half (1/2) and rounding-up for fractions equal
to or greater than one-half (1/2). No cash settlements shall be made with
respect to fractional Shares eliminated by rounding. Notice of any adjustment
shall be given by the Committee to each Grantee whose option has been adjusted
and such adjustment (whether or not such notice is given) shall be effective and
binding for all purposes of the Plan.
(c) Upon dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation in which the Company is not the
surviving corporation, or upon the sale of substantially all of the property of
the Company to another corporation, the Plan and options issued thereunder shall
terminate, unless provision is made in connection with such transaction for the
assumption of options theretofore granted, or the substitution for such options
of new options of the successor employer corporation or a parent or subsidiary
thereof, with appropriate adjustment as to
-7-
<PAGE>
the number and kinds of shares and the per share exercise price. In the event of
such termination, all outstanding options shall be exercisable in full for at
least 30 days prior to the termination date whether or not otherwise exercisable
during such period.
(d) Options may be granted under this Plan from time to time in
substitution for similar options held by employees of the Company or a
subsidiary as the result of a merger or consolidation, the acquisition by the
Company or a subsidiary of the assets of the employing corporation, or the
acquisition by the Company or a subsidiary of fifty percent (50%) or more of the
stock of the employing corporation causing it to become a subsidiary.
8. SECURITIES LAW REQUIREMENTS. No option granted pursuant to this Plan
---------------------------
shall be exercisable in whole or in part nor shall the Company be obligated to
sell any Shares subject to any such option if such exercise or sale, in the
opinion of counsel for the Company, violates the Securities Act of 1933 (or
other federal or state statutes having similar requirements). Each option shall
be subject to the further requirement that, if at any time the Committee shall
determine in its discretion that the listing, registration or qualification of
the Shares subject to such option under any securities exchange requirements or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary as a condition of, or in connection with, the
granting of such option or the issuance of Shares thereunder, such option may
not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the committee. The Committee may require each
person purchasing Shares pursuant to an option agreement to represent and to
agree with the Company in writing that he is acquiring the Shares without a view
-8-
<PAGE>
to distribution thereof. The certificates for such Shares may include any
legend which the Committee deems appropriate to reflect any restriction on
transfer. All certificates for Shares delivered under the Plan shall be subject
to stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
9. AMENDMENTS. The Committee may amend the Plan in whole or in part as
----------
it deems appropriate and proper; provided, however, except as provided in
Section 7, (i) without stockholder approval no action may be taken which changes
the minimum option price, materially increases the benefits accruing to a
Grantee under the Plan, materially increases the number of Shares which may be
subject to options pursuant to this Plan, or materially modifies the
requirements as to eligibility for participation hereunder, and (ii) without the
consent of the Grantee, no action may be taken which adversely affects the
rights of such Grantee concerning an option.
10. NO EMPLOYMENT RIGHT. Neither this Plan nor any action taken hereunder
-------------------
shall be construed as giving any right to any individual to be retained as an
officer or employee of the Company or any of its subsidiaries.
11. GOVERNING LAW. Except to the extent preempted by federal law, all
-------------
matters relating to this Plan or to options granted hereunder shall be governed
by the laws of the State of Delaware.
-9-
<PAGE>
BUCHANAN INGERSOLL
Attorneys
500 College Road East
Princeton, New Jersey 08540
March 3, 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-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended, relating to the registration of an aggregate
of an additional 600,000 shares (the "Shares") of the Company's common stock,
$0.00025 par value, all of which are to be offered by the Company under the
Company's 1991 Stock Option Plan (the "Plan"), as amended.
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 has been duly and validly authorized; and
2. The Shares underlying the Plan, when issued, delivered and sold in
accordance with the terms of the Plan and the stock options, or other
instruments authorized by such plan, granted or to be granted
thereunder, will be validly 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
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ BUCHANAN INGERSOLL
<PAGE>
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-8, 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. as of
and for each of the two years in the period ended September 30, 1996. We also
consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel."
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
February 26, 1997
