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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 18, 1997
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Bio-Imaging Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11182 11-2872047
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
830 Bear Tavern Road, West Trenton, New Jersey 08628-1020
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(Address of Principal Executive Offices) (Zip Code)
(609) 883-2000
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 18, 1997, GKN Securities Corp. ("GKN") and certain of its designees
(the "Exercising Securityholders") exercised outstanding underwriter's purchase
options (the "UPOs") to purchase 630,000 shares (the "Shares") of Common Stock
of Bio-Imaging Technologies, Inc. The following table sets forth the number of
Shares underlying the Exercising Securityholders' UPOs:
Name of Number of Shares
Exercising Securityholder Underlying the UPOs
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GKN Securities Corp. 206,500
David Nussbaum 140,000
Roger Gladstone 140,000
Robert Gladstone 140,000
Andrea Goldman 3,500
Pursuant to instructions from such Exercising Securityholders, all of the Shares
were issued to GKN. Giving effect to certain anti-dilution provisions of the
UPOs, the Exercising Securityholders exercised each UPO at the current exercise
price of $1.00 per share, representing aggregate gross proceeds from such
exercise of $630,000. The UPOs were granted 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. GKN acted as the underwriter of such public offering.
The Class G Warrants issuable upon the exercise of the UPOs expired unexercised
in June 1996.
The Company will not receive any of the proceeds from any sales of the
Shares by GKN. The Company has registered the Shares on a Registration Statement
on Form S-3 (the "Form S-3") pursuant to the Securities Act of 1933, as amended,
in accordance with its obligations under a registration rights agreement with
the Exercising Securityholders. The Form S-3 was filed with the Securities and
Exchange Commission on April 18, 1997.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bio-Imaging Technologies, Inc.
By: /s/ Donald W. Lohin
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Donald W. Lohin, Chairman of the
Board, President and Chief Executive
Officer (Principal Executive Officer)
By: /s/Robert J. Phillips
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Robert J. Phillips, Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: July 2, 1997
