<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BIO-IMAGING TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.00025 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
09056N103000
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(CUSIP Number)
Richard Ralph, Treas. 1100 E. Broad Street, Box 850, Westfield, NJ 07090,
(908) 238-0130
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 25, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 857304100 PAGE 2 OF 2 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fairview Cemetary of Westfield Corp. 22-0900920
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
W.C.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
NUMBER OF
SHARES 491,596
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
491,596
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,596
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
00-Not-For-Profit Corporation
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.00025, par value ("Common
Stock") of Bio-Imaging Technologies, Inc. The principal executive
offices of the Issuer are presently located at 830 Bear Tavern Road,
West Trenton, New Jersey 08628-1020.
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Person is Fairview Cemetery of Westfield Corp., a
Not-for-Profit Corporation organized under New Jersey law. Its
principal business is to operate a cemetery. Its principal business and
office are at 1100 E. Broad Street, P.O. Box 850, Westfield, New Jersey
07090.
Information relating to the trustees of Fairview Cemetary of Westfield
Corp., is set forth in Attachment I and is hereby incorporated by
reference in this Item 2.
Neither Fairview Cemetery of Westfield Corp., nor the trustees listed
on Attachment I, during the last five (5) years, has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Fairview Cemetery of Westfield Corp., nor the trustees listed
on Attachment I, during the last five (5) years, has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining final violations of, or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person paid a total of $462,637.72 in exchange for
525,596 shares of Common Stock. The source of the funds was from the
Reporting Person's working capital.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to provide the Reporting Person with
Common Stock of the Issuer as part of its investment portfolio.
The Reporting Person is not a Director or Officer of the Issuer.
<PAGE> 4
The Reporting Person reserves the right to actively pursue
various proposals which could relate to or would result in:
a. The acquisition by any person of additional securi-
ties of the Issuer, or the disposition of securities
of the Issuer;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
c. A sale or transfer or a material amount of assets of
the Issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the Issuer;
f. Any other material change in the Issuer's business or
corporate structure;
g. Changes in the Issuer's charter, by-laws or instru-
ments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer
by any person;
h. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act;
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of January 21, 1998 the Reporting Person had an interest in
the Securities of the Issuer as follows:
Name: Fairview Cemetery of Westfield Corp.
No. of Shares: 491,596
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned*: 6.32%
2
<PAGE> 5
*Based upon 7,773,878 shares of Common Stock outstanding as
reported in the Issuer's Form 10-KSB for the year ended September
30, 1997.
During the past sixty (60) days, the Reporting Person purchased
45,000 shares of Common Stock at an average price per share of
$.67, and sold 34,000 shares at an average price per share of
$1.39. All shares of Common Stock were purchased and sold in open
market transactions.
Information as to the trustees of the Reporting Person
is set forth in Attachment I and incorporated in this item by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
Except as set forth elsewhere in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships among
the Reporting Person or the trustees listed on Attachment I, and
any other person with respect to any securities of the Issuer,
including but not limited to the transfer of voting of any
securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 26, 1998 FAIRVIEW CEMETERY OF
WESTFIELD CORP.
By: /s/RICHARD M. RALPH
SECRETARY/TREASURER
3
<PAGE> 6
FAIRVIEW CEMETERY TRUSTEES
Attachment I
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF TRANSACTIONS*
SHARES AS SHARES AS IN ISSUER
TO WHICH TO WHICH SECURITIES IN
SOLE POWER SHARED POWER LAST 60 DAYS
NAME OFFICER PRINCIPAL NAME & ADDRESS NUMBER OF PERCENTAGE OF TO VOTE AND TO VOTE AND
OCCUPATION OF CORPORATE SHARES OWNED SHARES OWNED SELL SELL
EMPLOYER OF ISSUER
<S> <C> <C> <C> <C> <C>
Frank Abella President Investment Investment
732 W. Eight St. Advisor Partners of
Plainfield, NJ 07060 America
561-3622 732 W. Eighth St. 21,732(1) .28% 19,400 2,332(2) 3,900 shares
Plainfield, NJ purchased @
$.75/shares on
12/23/97 open
market.
Steven J. Burke Assistant Lawyer Younghans & Burke 0 ---- ---- ----
141 Elmer St. Secretary
P.O. Box 340
Westfield, NJ 07091
232-2300 - (H) 273-7327
Arthur C. Fried Vice Retired ---- ---- ---- ---- ---- ----
623 Kesington Dr. President
Westfield, NJ 07090
232-5246
Mr. Richard Ralph Secretary/ Executive Fairview Cemetery 1,000(3) 1,000 ---- ----
1100 E. Broad St. Treasurer Director 1100 E. Broad St.
P.O. Box 850 P.O. Box 850
Westfield, NJ 07091 Westfield, NJ 07091
</TABLE>
(1) Mr. Abella owns 9,500 shares in a personal account; 3,900 shares in an
IRA account; and 6,000 shares which are held in the estate of Frank J.
Abella, Sr. of which he is Executor; by way of gift Mr. Abella
transferred 500 shares to his son Frank J. Abella, III on 12/15/97.
(2) In addition, Mr. Abella's firm, Investment Partners of America, of
which he is a General Partner owns 2,332 shares for which he claims no
beneficial interest.
(3) Mr. Richard Ralph's shares are held in an IRA account.
* DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW
AFFECTED.
<PAGE> 7
<TABLE>
<CAPTION>
NAME OFFICER PRINCIPAL NAME & ADDRESS NUMBER OF PERCENTAGE OF NUMBER OF NUMBER OF TRANSACTIONS*
OCCUPATION OF CORPORATE SHARES OWNED SHARES OWNED SHARES AS SHARES AS IN ISSUER
EMPLOYER OF ISSUER TO WHICH TO WHICH SECURITIES IN
SOLE POWER SHARED POWER LAST 60 DAYS
<S> <C> <C> <C> <C>
Everson F. Pearsall ---- Retired ---- ---- ---- ---- ---- ----
10 Tisbury Court
Scotch Plains, NJ 07076
815-9171
John Ricker ---- Insurance Milo Associates ---- ---- ---- ---- ----
19 Dartmouth Ave., Apt. 1-A 1923 Westfield Ave.
Bridgewater, NJ 08807 P.O. Box 190
233-1000 Scotch Plains, NJ 07076
Charles E. Roberts ---- CPA Roberts Bennasu & ---- ---- ---- ---- ----
12 Hamilton Avenue De Spirto
Cranford, NJ 07016 282 South Avenue
276-0528 (Home) 889-1700 (Office) Fanwood, NJ
Barbara Vincentsen --- Architect (Same) ---- ---- ---- ---- ----
238 St. Paul Street
Westfield, NJ 07090
232-4642 (Fax) 232-0359 (H) 233-5845
Anthony Scutti ---- Police Chief Westfield Police ---- ---- ---- ---- ----
1065 Seward Avenue Department
Westfield, NJ 07090 Westfield, NJ 07090
(B) 232-8000
David E. Nowicki ---- Doctor 141 So. Euclid Ave. 14,000 .18% 14,000 ---- 11,500 shares
602 Tremont Avenue Westfield, NJ 07090 purchased @ 11/16
Westfield, NJ 07090 and 2,500 shares
(908) 233-9225 (B) 233-9370 @ .75 shares on
1/20/98.
</TABLE>
* DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW
AFFECTED.
<PAGE> 8
<TABLE>
<CAPTION>
NAME OFFICER PRINCIPAL NAME & ADDRESS NUMBER OF PERCENTAGE OF NUMBER OF NUMBER OF TRANSACTIONS*
OCCUPATION OF CORPORATE SHARES OWNED SHARES OWNED SHARES AS SHARES AS IN ISSUER
EMPLOYER OF ISSUER TO WHICH TO WHICH SECURITIES IN
SOLE POWER SHARED POWER LAST 60 DAYS
<S> <C> <C> <C> <C>
Franklyn Sullebarger ---- Sales Pitman Company ---- ---- ---- ---- ----
550 Highland Drive Executive
Westfield, NJ 07090
232-3318 (800) 631-3128 x 473
Donald W. MacDonald ---- Retired ---- ---- ---- ---- ---- ----
21 Giggleswick Way
Edison, NJ 08820
(908) 561-7674 (Fax) 561-0889
</TABLE>
* DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW
AFFECTED.
