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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.
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(Name of Issuer)
Common Stock, Par Value $.00025 per share
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(Title of Class of Securities)
09056N1030000
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(CUSIP Number)
Frank J. Abella, Jr. 732 W. Eighth Street, Plainfield, N.J.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 1998
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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 [ ].
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).
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SCHEDULE 13D
CUSIP NO. 09056N1030000
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bio-Imaging Technologies Independent Shareholders Committee:
Frank J. Abella, Jr., Marc Berger, J.A. Cole, Jr., James Conklin,
Richard Dumler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
P.F.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
F.J. Abella-New Jersey; J. Conklin-Pennsylvania; M. Berger-New York;
R. Dumler-New Hampshire; J.A. Cole, Jr.,-Conn.
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7 SOLE VOTING POWER
NUMBER
OF
See the information set forth on Attachment I,
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED which is hereby incorporated by reference
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,588
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES CERTAIN SHARES
(See Instructions [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
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14 TYPE OF REPORTING PERSON
00-Shareholders' Committee
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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 Bio-Imaging Technologies Independent
Shareholders' Committee, formed to propose a slate of nominees for
Directors of the issuer named in Item 1. The Committee's principal
address is c/o Bryan, Levitin & Bab, LLP, 330 Madison Avenue, New
York, N.Y. 10017.
Information relating to the members of the Independent Shareholders
Committee is set forth in Attachment I and is hereby incorporated by
reference in this Item 2.
Neither the Committee nor its members listed on Attachment I, during
the last five (5) years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither The Committee nor its members listed on Attachment I, during
the last five (5) years, has been a party to a civil pro ceeding of
a judicial or adminis- trative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activi ties 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 Committee was formed on February 4, 1998. Prior to that time
each member listed on Attachment I purchased his shares with
personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Independent Shareholders' Committee consists of the founder of
Bio-Imaging Technologies, Inc. (the "Company") and four long time
shareholders and was formed for the purpose of submitting a slate of
independent nominees for election as Directors. If the independent
slate is elected, it will have operational control of the Company's
business and intends to strengthen the management team and revive
the Company's business plan to
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enhance revenues, profits and value through an aggressive pursuit of
strategic partnering, and perhaps acquisitions of related
businesses, in order to build a competitive, integrated services
provider in the biomedical information technology field.
After two years of increasing profits, and after negotiating a
number of strategic partnering agreements which would enable the
Company to provide its customers with integrated services, the Board
on December 19, 1997, discharged the two senior officers principally
responsible for the Company's recent progress. The Committee
believes that the Board is now dominated by Covance, Inc., and that
as long as Covance, a contract research service provider in its own
right, influences the Company's Directors, the Company cannot
achieve its full potential.
The Independent Shareholders' Committee intends to submit a slate of
independent nominees and, to communicate with and solicit other
shareholders for their views, their support and their vote. The
Committee reserves the right to purchase additional shares of the
Company's stock.
Other than as set forth above, the Committee has no definite plans,
but reserves the right to pursue actively various proposals which
could relate to or would result in any of the following:
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;
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g. Changes in the Issuer's charter, by-laws or instruments
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 February 9, 1998 the members of the Shareholders' Committee
had an interest in the Securities of the Issuer as set forth on
Attachment I, which is incorporated herein by this reference.
During the past sixty (60) days, Frank J. Abella, Jr. purchased
3,900 shares of Common Stock, on December 23, 1997, on the open
market, at a price of $.75 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
Except as set forth elsewhere in this Schedule 13D, and as set forth
in the Exhibit filed pursuant to Item 7, there are no contracts,
arrangements, understandings or relationships among the individuals
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. EXHIBITS.
Annexed as Exhibit A is a memorandum dated February 4, 1998, forming
the Independent Shareholders Committee. There are no other written
agreements, contracts, arrangements, understandings, plans or
proposals among the undersigned other than what might be included in
their letter to shareholders dated February 6th, 1998 and previously
filed herein.
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JOINT FILING AGREEMENT.
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement is made on behalf of each of them.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement as to me is true, complete and
correct.
Dated: February 9, 1998 BIO-IMAGING TECHNOLOGIES,
INDEPENDENT SHAREHOLDERS COMMITTEE
/s/ James Conklin
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James Conklin J.A. Cole, Jr. Frank Abella
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Marc Berger Richard Dumler
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JOINT FILING AGREEMENT.
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement is made on behalf of each of them.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement as to me is true, complete and
correct.
Dated: February 9, 1998 BIO-IMAGING TECHNOLOGIES,
INDEPENDENT SHAREHOLDERS COMMITTEE
/s/J.A. Cole, Jr.
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James Conklin J.A. Cole, Jr. Frank Abella
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Marc Berger Richard Dumler
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JOINT FILING AGREEMENT.
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement is made on behalf of each of them.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement as to me is true, complete and
correct.
Dated: February 9, 1998 BIO-IMAGING TECHNOLOGIES,
INDEPENDENT SHAREHOLDERS COMMITTEE
/s/ Frank Abella
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James Conklin J.A. Cole, Jr. Frank Abella
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Marc Berger Richard Dumler
4
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JOINT FILING AGREEMENT.
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement is made on behalf of each of them.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement as to me is true, complete and
correct.
Dated: February 9, 1998 BIO-IMAGING TECHNOLOGIES,
INDEPENDENT SHAREHOLDERS COMMITTEE
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James Conklin J.A. Cole, Jr. Frank Abella
/s/ Marc Berger
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Marc Berger Richard Dumler
4
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JOINT FILING AGREEMENT.
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement is made on behalf of each of them.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement as to me is true, complete and
correct.
Dated: February 9, 1998 BIO-IMAGING TECHNOLOGIES,
INDEPENDENT SHAREHOLDERS COMMITTEE
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James Conklin J.A. Cole, Jr. Frank Abella
/s/ Richard Dumler
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Marc Berger Richard Dumler
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ATTACHMENT I
<TABLE>
<CAPTION>
Name Principal Number of(1) Percentage of(2)
and Address Occupation Shares Owned Shares Owned
- ----------- ---------- ------------ ------------
<S> <C> <C> <C>
James A. Conklin ----- 613,867 7.2%
1439 Buford Drive
Yardley, PA 19067
J.A. Cole, Jr. Retired 162,500 2%
114 Forest Street
New Canaan, CT 06840
Marc Berger Managing Director 64,100 .8%
70 East Sunrise Hgwy. Aegis Capital
Suite 415 Corp. Brokerage
Valley Stream, NY 11581-1264
Frank Abella, Jr. Managing Partner 111,121 1.3%
732 West Eighth St. Investment Partners
Plainfield, N.J. 07060 of America, L.P.,
Investment Management
and Brokerage
Richard Dumler Venture Capital 5,000 .06%
Lambda Fund Managment ------- ----
380 Lexington Ave. - 54th Fl. 956,588 11.4%
New York, New York 10168
</TABLE>
(1) Dr. Conklin's shares include options to purchase 280,667 shares of
common stock.
Mr. Abella owns 19,400 shares of comon and 18,056 shares of preferred
stock. Additionally, a Partnership in which Mr. Abella is a general partner owns
2,332 shares of common and 4,666 shares of preferred stock and warrants to
purchase 66,667 shares of common stock. Mr. Abella disclaims beneficial
ownership of the shares and warrants owned by the Partnership.
(2) The percentage of shares owned is based upon 8,190,545 shares
outstanding as reported in the Company's Proxy Statement dated January 30, 1998.
The percentage for Dr. Conklin and Mr. Abella is calculated in accordance with
rule 13d-3(d)(1).
(3) Each person listed has sole voting and dispositive power over the
shares listed except for the 73,665 shares and warrants owned by Mr. Abella's
Partnership, as to which he has shared voting and dispositive power.
Each person listed is a United States citizen.
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MEMORANDUM DATED THIS 4TH DAY OF FEBRUARY, 1998 BY AND AMONG THE
UNDERSIGNED PARTIES.
Each of the undersigned agrees with, and in consideration of the
promise of, each other party, as follows:
1. The parties will agree promptly upon a slate of nominees (the
"Slate") for election as Directors of Bio-Imaging Technologies, Inc. (the
"Company") a Delaware Corporation, and will cause a proxy statement and proxy to
be submitted to the stockholders, for use at their annual meeting scheduled for
February 27, 1998, and at any adjourned or subsequent meeting for election of
Directors, proposing the election of the Slate.
2. All documents prepared in connection with this matter, including
reports filed with the Securities and Exchange Commission, proxy statements and
proxy soliciting material must be approved by a representative of each of the
undersigned. The parties will cooperate in the preparation of all documents,
statements and reports used in behalf of the undersigned in connection with the
matters referred to in this memorandum.
3. The Parties will discuss and agree on all matters relating to the
proxy statement referred to in paragraph 1, including the manner of solicitation
of shareholders to vote for the Slate and a proposed business plan for the
Company if the Slate is elected.
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4. The parties hereby retain Bryan, Levitin & Bab, LLP, to represent
them in connection with the matters referred to in this memorandum, and with any
related or supplemental legal matters and will pay all costs, including
reasonable legal fees, incurred in furtherance of the matters referred to
herein, in the same proportion as their stock holdings bear to the stock
holdings of all parties to this memorandum.
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James Conklin J.A. Cole, Jr. Frank Abella
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Marc Berger Richard Dumler
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