<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
Bio-Imaging Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Bio-Imaging Technologies Independent Shareholders' Committee
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
BIO-IMAGING TECHNOLOGIES
INDEPENDENT SHAREHOLDERS COMMITTEE
c/o Bryan, Levitin & Bab, LLP
330 Madison Avenue
New York, New York 10017
To The Shareholders of Bio-Imaging Technologies, Inc.
The enclosed Proxy Statement and BLUE proxy card are being sent to you
by the Bio-Imaging Technologies Independent Shareholders Committee (the
"Shareholders Committee") to solicit your vote at the Annual Meeting of
Bio-Imaging Technologies, Inc. scheduled for 9 A.M., February 27th, 1998, at the
Sheraton Bucks County Hotel, 400 Oxford Valley Road, Langhorne, Pennsylvania.
We ask you to support the Shareholders Committee's (a) proposal for a
Board consisting of six members, rather than the three proposed by the current
board of directors (the "Current Board") and (b) six nominees for election as
directors, in opposition to the three nominees proposed by the Current Board.
The Shareholders Committee, composed of four long time shareholders and
the founder of the Company, Dr. James Conklin, was formed because of the
Committee's concern with recent actions by the Current Board. After two years of
increasing revenues and profits, and after negotiating material agreements in
furtherance of the Company's Business Plan, the Current Board, without prior
notice, discharged the two senior officers primarily responsible for the growing
success of the Company, Dr. James Conklin and Mr. Donald Lohin.
The Current Board stated as recently as April 17, 1997, in its
Registration Statement, that:
"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".
As we elaborated in our February 6th Letter to Shareholders, the
Shareholders Committee believes that the Current Board, and their actions, are
dominated by Covance, Inc. a shareholder of the Company, which is also a
contract research services provider in its own right, and that the discharge of
senior management who have been primarily responsible for the growth and success
of the Company over the past two years, and the change in the Company's
strategic direction are not in the best interests of the Company and its
stockholders. We believe that these actions, and the influence on the Current
Board by Covance, Inc., will ensure that the Company never reaches its full
potential.
<PAGE> 3
Members of the Committee were so concerned by the foregoing matters
that they requested that the Current Board and Covance consider including two
independent nominees in the slate of nominees submitted by the Current Board to
the Annual Meeting.
The Current Board and Covance stated that they preferred to appoint the
two independent nominees, and not to include them on the Current Board's slate
of nominees submitted to shareholders. When the Current Board's Proxy Statement
was mailed on January 30, it made no disclosure of these discussions of the
Current Board's proposal to appoint the independent nominees to the Board. The
Committee was formed shortly thereafter.
The Shareholders Committee believes that the Company needs a stronger
management team, then what has been in place since December 19, 1997, and a more
independent and experienced Board of Directors.
Covance reported in the Current Board's January Proxy Statement,that it
owned 2,355,000 shares of Common Stock on the Record Date,January 16,1998,or
28.7% of the total outstanding Common and Preferred shares entitled to vote at
the Annual Meeting.The Shareholders Committee and their "Associates" (See,
"Independent Shareholders Committee ",in the accompanying Proxy Statement) own
over 1,500,000 shares or over 18.3% of the total shares entitled to vote at the
Annual Meeting. YOUR VOTE WILL HELP DETERMINE THE OUTCOME AT THE ANNUAL MEETING.
We are therefore submitting the attached Proxy Statement and BLUE proxy
card for the six independent nominees and to set the number of directors at six.
We believe that it is in the best interest of all shareholders to elect the
Shareholders Committee's nominees at the Annual Meeting and we strongly
recommend that you complete, sign and return the BLUE proxy card. If you have
already submitted a proxy card to the Company, you are entitled to revoke it by
signing and submitting the later dated BLUE proxy.
February 1998 BIO-IMAGING TECHNOLOGIES
INDEPENDENT SHAREHOLDERS COMMITTEE
James J. Conklin, M.D.
J.A. Cole, Jr.
Frank J. Abella, Jr.
Marc Berger
Richard Dumler
2
<PAGE> 4
BIO-IMAGING TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 27, 1998
PROXY STATEMENT OF THE INDEPENDENT
SHAREHOLDERS COMMITTEE IN OPPOSITION
TO THE BOARD OF DIRECTORS
This Proxy Statement, the accompanying Letter to Shareholders and the
BLUE proxy card are being furnished to holders of the common stock, par value
$.00025 per share (the "Common Stock") and series A preferred stock, $.00025 per
share (the "Preferred Stock") of Bio-Imaging Technologies, Inc., a Delaware
Corporation (the "Company"), in connection with the solicitation by the
Independent Shareholders Committee of the Company (the "Shareholders Committee")
of proxies, for use at the annual meeting of shareholders scheduled for Friday,
February 27, 1998, at 9 A.M. at the Sheraton Bucks Hill Hotel, 400 Oxford Valley
Road, Langhorne, Pennsylvania, and at any adjournment or adjournments thereof
(the "Annual Meeting"). This Proxy Statement, the accompanying Letter to
Stockholders and the BLUE proxy card are first being mailed to shareholders on
or about February , 1998. The Company's principal executive offices are at 830
Bear Tavern Road, West Trenton, N.J. 08628.
At the Annual Meeting, directors are to be elected to hold office until
the next annual meeting and until their successors have been elected and
qualified. The Shareholders Committee is soliciting your proxy in support of (a)
its proposal to require a Board of six directors and (b) the election of its six
nominees (the "Committee Nominees") named below. The current board of
<PAGE> 5
directors (the "Current Board") is asking the shareholders to elect only three
directors nominated by them, although the shareholders elected seven directors
at last year's annual meeting. If the Committee's proposal for a Board of six
directors is adopted, and the Committee Nominees receive the highest number of
votes, they will be elected as directors.
If you wish to vote for the Committee Nominees you must sign and submit
the BLUE proxy card. YOUR VOTE IS IMPORTANT. If you agree with the reasons for
the Shareholders Committee's solicitation set forth in the accompanying Letter
to Shareholders, and in the letter dated February 6, 1998 previously sent to
you, we urge you to vote for the Committee Nominees by signing, dating and
mailing the BLUE proxy card.
We urge you not to sign the Current Board's white proxy card. If you
have already voted the Current Board's white proxy card, you have every right to
change your vote by signing and returning the enclosed BLUE proxy card. ONLY
YOUR LATEST DATED PROXY CARD WILL COUNT AT THE ANNUAL MEETING.
If your shares are registered in more than one name, the BLUE proxy
card must be signed by all such persons to ensure that all shares are voted for
the Committee Nominees.
If you have any questions or need assistance in voting your shares,
please call: The Independent Shareholders Committee at 1-800-845-6487.
GENERAL
According to the Current Board's Proxy Statement, dated January 30,
1998, there were outstanding at the record date of
2
<PAGE> 6
January 16, 1998, 7,773,878 shares of Common Stock and 416,667 shares of
Preferred Stock.
Only holders of Common Stock and preferred stock of record at the close
of business on January 16, 1998, will be entitled to vote at the annual meeting.
Holders of shares of Common Stock or Preferred Stock, on January 16, 1998, are
urged to submit a proxy even if such shares have been sold thereafter.
The Common Stock and the Preferred Stock vote as one class, and each
share of Common Stock and each share of Preferred Stock, entitles its owner to
one vote. In order to adopt resolutions and elect directors, a majority of the
outstanding shares of Common and Preferred Stock must be present by proxy or in
person, in order to constitute a quorum. For information concerning voting
procedures at the Annual Meeting see, "Voting and Proxy Procedures" below.
INDEPENDENT SHAREHOLDERS COMMITTEE
The Committee, composed of four long time shareholders and Dr. James
Conklin, the Founder of the Company, was formed because of concern with recent
actions taken by the Current Board, which are discussed in the Letter to
Shareholders set forth above and in the letter dated February 6th, 1998,
previously sent to shareholders.
After two years of substantially increasing profits, and after
negotiating a number of strategic partnering agreements which would enable the
Company to provide its customers with integrated services, the Current Board on
December 19, 1997, discharged the two senior officers principally responsible
for
3
<PAGE> 7
the Company's recent progress, Dr. Conklin, the Founder and until December 19th,
the Principal Scientific Officer, and Mr. Donald Lohin, the President and Chief
Executive Officer. The Committee believes that the Board is 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 members of the Shareholders Committee, and their shareholdings, are
as follows:
<TABLE>
<CAPTION>
Name Principal Number of(1) Percentage of(2)
and Address Occupation Shares Owned Shares Owned
- ----------- ---------- ------------ ------------
<S> <C> <C> <C>
James J. Conklin ----- 613,867 7.2%
1439 Buford Drive
Yardley, PA 19067
J.A. Cole, Jr. Retired 182,500 2.2%
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 Management ------- -----
380 Lexington Ave. - 54th Fl. 956,588 11.6%
New York, New York 10168
</TABLE>
(1) Dr. Conklin's shares include options to purchase 280,667 shares of
Common Stock. In addition, Dr. Conklin owns 30,000 shares of record, but not
beneficially.
Mr. Abella owns 19,400 shares of Common 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.
4
<PAGE> 8
"Associates" of Mr. Abella, as that term is defined under the
Securities Exchange Act of 1934, own an additional 545,892 shares of Common
Stock and 319,446 shares of Preferred Stock, or 12.7% of the shares entitled to
vote at the annual meeting. See the discussion under, Nominees for Election as
directors - Dr. Nowicki.
(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 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.
NOMINEES FOR ELECTION AS DIRECTORS
The Committee is proposing the following six nominees for election as
directors until the next annual meeting and their successors are elected and
qualified. The following information concerning age, principal occupation and
business experience for at least the last five years, and directorships, has
been furnished to the Shareholders Committee by the Nominees, who have all
expressed their willingness to serve on the Board of Directors of the Company.
Dr. James J. Conklin
Mr. Frank J. Abella, Jr.
Mr. J.A. Cole, Jr.
Dr. David Nowicki
Mr. Marc Berger
Mr. Richard Dumler
Dr. Conklin, 53, founded the Company in 1990, and since then, has been
at various times, Chairman of the Board, Chief Executive Officer and Chief
Scientific Officer of the Company. Dr. Conklin, a Johns Hopkins trained
Internist and Nuclear Medicine Physician, has been on the faculty of four
medical
5
<PAGE> 9
schools, published over 100 scientific papers and edited four medical textbooks.
Prior to founding the Company in 1990, Dr. Conklin was Vice President of Product
Development at Cytogen Corporation.
Mr. Abella, 59, has been for more than 5 years, Managing Partner of
Investment Partners of America, L.P., an investment partnership, and President
of Investment Partners, Inc. a broker dealer registered with the National
Association of Securities Dealers, Inc. Mr. Abella is also a trustee of Fairview
Cemetery of Westfield, New Jersey.
Mr. Cole, 75, retired in 1985 as Corporate Vice President of Texaco,
Inc. (Marine Department) after 36 years with the firm. Since then he has been a
director of Turecamo Coastal Towing, Inc. and Director and Chairman of the
Finance Committee of American Bureau of Shipping. Mr. Cole has been a
shareholder of the Company since 1992.
Mr. Berger, 50, is and has been since April 1995, Vice President,
Principal and Managing Director of Aegis Capital Corp., an investment broker.
From April 1990 until 1995, Mr. Berger was a Vice President and Principal of
Seco West, Ltd., an investment broker. Mr. Berger is also the owner and
President of MKB Associates, Inc. an independent consulting firm.
Dr. Nowicki, 45, has practiced periodontics Dentistry for over 20
years, and has been Assistant Clinical Professor (1980-1994) and Director of
Post Graduate Research and Literature Review (1984- 1992) at the New Jersey
Dental School, Department of
6
<PAGE> 10
Periodontics. Dr. Nowicki is a trustee and a member of the finance committee of
Fairview Cemetery of Westfield, New Jersey, and as such, has assisted in the
management of Fairview's substantial investment portfolio, and has been
President (1993- 1995) and a member of the Board of Directors since 1989 of
Westfield YMCA. Dr. Nowicki has also served on the YMCA Finance Committee,
responsible for a $4.5 Million annual operating budget and an endowment in
excess of $3.5 Million.
Dr. Nowick owns 29,000 shares of the Company's Common Stock (.35% of
the outstanding shares) and is a trustee of Fairview Cemetery of Westfield which
owns 491,596 shares of Common Stock. Additionally, Dr. Nowicki is a trustee of a
trust created by New Jersey law, for the preservation and maintenance of the
Fairview Cemetery. The trust owns 54,296 shares of Common and 319,446 shares of
Preferred Stock of the Company. Fairview Cemetery of Westfield may be deemed an
associate of Dr. Nowicki and of Mr. Frank Abella. Fairview Cemetery's address is
1100 E. Broad Street, Box 850, Westfield, New Jersey 07090.
Mr. Dumler, 55, has been for more than five years, a partner in Lambda
Fund Management, the general partner of the Lambda Funds, which are venture
capital investment partnerships. He is also a Director of Kronos, Inc. (NASDAQ
listed Company) and Enscor, Inc., companies in which the Lambda Funds have
investments. From 1982 to 1991, Mr. Dumler was a Partner in Drexel Burnham
Lambert, an investment banking firm, and before then, he was a Partner in
Bessemer Venture Partners, one of the
7
<PAGE> 11
nation's oldest family venture capital funds.
None of the nominees is related to any other nominee or to any
executive officer of the Company.
The Committee recommends that Stockholders vote FOR each of the
foregoing nominees for the Board of Directors.
PROPOSAL TO REQUIRE A MINIMUM OF SIX DIRECTORS
On December 19, 1997, the Board discharged Messrs. Conklin and Lohin as
officers, and demanded their resignations as Directors, thus reducing the
Current Board to five directors. The Current Board is proposing to reduce
further the size of the Board and has submitted a slate of only three nominees.
Based on available information, the Shareholders Committee believes
that the By-laws set the number of Directors at four, unless changed by the
Board of Directors. All By-laws may be changed by the vote of the shareholders.
The Shareholders Committee believes that at least six independent and
experienced directors will benefit the Company, and is submitting six nominees
for election as directors. The Committee is therefore proposing to amend the
By-laws to require a minimum of six directors.
The Shareholders Committee recommends that the shareholders vote FOR
the proposal to amend the By-laws and increase the Board to six directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Reference is made to pages 1, 8 and 9 of the Current Board's Proxy
Statement dated January 30, 1998, for this information.
8
<PAGE> 12
EXECUTIVE COMPENSATION
Reference is made to pages 5-7 of the Current Board's Proxy Statement
dated January 30, 1998, for this information.
VOTING AND PROXY PROCEDURES
In order to conduct any business at the Annual Meeting, a majority of
the aggregate of Common and Preferred Shares must be present in person or by
proxy in order to constitute a quorum.
If a quorum is present, an affirmative vote of a majority of the shares
present in favor of the Shareholders Committee's proposal to amend the By-laws
to require a Board of six directors, will be required to adopt the proposal.
If the By-law amendment is approved, then the six nominees with the
highest vote will be elected as directors. If the Bylaw amendment is not
approved, then the four nominees receiving the highest vote will be elected as
directors.
For the proxy solicited hereby to be voted, the enclosed BLUE proxy
card must be signed, dated and returned to the Shareholders Committee c/o Bryan,
Levitin & Bab, LLP, 330 Madison Avenue, New York, New York 10017 in the enclosed
envelope in time to be voted at the Annual Meeting. IF YOU WISH TO VOTE FOR THE
SHAREHOLDERS COMMITTEE NOMINEES, YOU MUST SUBMIT THE ENCLOSED BLUE PROXY CARD
AND MUST NOT SUBMIT THE COMPANY'S WHITE PROXY CARD.
If you have already returned the Board of Director's white proxy card to the
Company, you have the right to revoke it as to all matters covered thereby and
may do so by subsequently signing,
9
<PAGE> 13
dating and mailing the enclosed BLUE proxy card. ONLY YOUR LATEST DATED PROXY
WILL COUNT AT THE ANNUAL MEETING.
Execution of a Blue proxy card will not affect your right to attend the
Annual Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation, (ii) submitting a
duly executed proxy bearing a later date to the Secretary of the Company or
(iii) attending and voting at the Annual Meeting in person. Attendance at the
Annual Meeting will not in and of itself constitute a revocation.
Reference is made to page 1 of the Current Board's Proxy Statement
dated January 30, 1998 for further information.
SOLICITATION; EXPENSES
Proxies may be solicited by the Shareholders Committee by mail,
advertisement, telephone, facsimile, and personal solicitation. Proxies may be
similarly solicited by the Committee Nominees, for which no additional
compensation will be paid. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward the Shareholders
Committee's solicitation material to their customers for whom they hold shares
and the Shareholders Committee will reimburse them for their reasonable
out-of-pocket expenses.
10
<PAGE> 14
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
born by the Shareholders Committee.
Although no precise estimate can be made at the present time, the
Shareholders Committee currently estimates that the total expenditures relating
to the Proxy Solicitation incurred by them will be approximately $35,000,
approximately $10,500 of which have been incurred to date. The Shareholders
Committee intends to seek reimbursement from the Company for these expenses, if
the Committee Nominees are elected to the Board of Directors, but does not
intend to submit the question of such reimbursement to a vote of the
Stockholders.
SHAREHOLDERS' PROPOSALS FOR THE NEXT ANNUAL MEETING
Reference is made to page 11 of the Current Directors' Proxy Statement
dated January 30, 1998 for this information.
OTHER MATTERS
Except as set forth in this Proxy Statement or in the Current Board's
January 30, 1998 Proxy Statement, the Shareholders Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed BLUE proxy card will, however, have discretionary voting
authority regarding any other business that may properly come before the Annual
Meeting.
11
<PAGE> 15
The Committee believes that it is in your best interest to elect the
Committee Nominees at the Annual Meeting. THE SHAREHOLDERS COMMITTEE STRONGLY
RECOMMENDS A VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED BLUE PROXY CARD AT YOUR
EARLIEST CONVENIENCE.
BIO-IMAGING TECHNOLOGIES
INDEPENDENT SHAREHOLDERS COMMITTEE
February , 1998 James Conklin, M.D.
-- J.A. Cole, Jr.
Frank J. Abella, Jr.
Marc Berger
Richard Dumler
12
<PAGE> 16
APPENDIX
Share Transactions in the Last Two Years
Marc & Miriam Berger
<TABLE>
<CAPTION>
Date of Shares
Transaction Amount
----------- ------
<S> <C> <C>
Bought 3/3/94 5,000
Sold 1/6/97 5,000
Bought 4/3/96 10,000
6/25/96 5,000
Sold 10/28/97 15,000
Bought 12/23/94 10,000
Sold 4/17/96 6,000
6/5/96 4,000
Marc Berger
-----------
Bought 1/27/95 15,000
Sold 1/3/97 3,000
1/5/97 2,000
10/28/97 10,000
Marcus Berger -- IRA
--------------------
Bought 8/3/94 600
MKB Pension
-----------
Bought 10/28/97 2,500
MKB Profit Sharing
------------------
Bought 3/2/94 2,000
3/3/94 1,500
8/31/94 10,000
12/6/94 1,000
9/13/95 2,500
12/26/95 6,000
8/27/96 7,000
4/11/97 2,000
5/1/97 5,000
6/19/97 1,500
------
38,500
</TABLE>
<PAGE> 17
Dr. Nowicki
Purchases
<TABLE>
<CAPTION>
Date of Shares
Transaction Amount
- ----------- ------
<S> <C>
1/20/98 11,500
1/29/98 2,500
1/23/98 9,000
1/23/98 5,500
1/23/98 500
</TABLE>
2
<PAGE> 18
Frank J. Abella, Jr. - IRA Sales
--------------------------------
<TABLE>
<CAPTION>
Date of Shares
Transaction Amount
- ----------- ------
<S> <C>
4/18/96 1,500
4/18/96 2,000
6/5/96 1,500
6/10/96 1,500
6/12/96 1,000
6/12/96 1,500
7/10/96 1,500
7/30/96 500
9/26/96 2,000
10/21/96 1,000
11/20/96 500
1/13/97 1,000
1/14/97 1,000
2/5/97 1,000
3/27/97 1,000
</TABLE>
3
<PAGE> 19
FRANK J. ABELLA. JR.
--------------------
SALES
-----
<TABLE>
<CAPTION>
Date of Shares
Transaction Amount
----------- ------
<S> <C>
10/7/97 3,000
10/17/97 1,834
10/17/97 2,000
10/24/97 2,000
10/27/97 2,000
12/15/97 500
PURCHASES
----------
10/3/97 20,834
</TABLE>
<PAGE> 20
Estate of Frank J. Abella, Sr. - Day of Death - 6/24/97
Sales
<TABLE>
<CAPTION>
Date of Shares
Transaction Amount
----------- ------
<S> <C>
10/9/97 2,000
10/9/97 3,000
10/14/97 2,000
10/30/97 2,278
Purchases
---------
10/3/97 15,278
</TABLE>
<PAGE> 21
BIO-IMAGING TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE INDEPENDENT SHAREHOLDERS COMMITTEE
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints Frank J. Abella, Jr., J.A.
Cole, Jr. and Marc Berger and each of them, his or her true and lawful agent
and proxy with full power of substitution in each, to represent and to vote on
behalf of the undersigned all of the shares of Bio-Imaging Technologies, Inc.
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of the Company to be held at the Sheraton Bucks County Hotel,
400 Oxford Valley Road, Langhorne, Pennsylvania at 9:00 A.M., local time, on
Friday, February 27, 1998, and at adjournment or adjournments thereof, upon the
following proposals more fully described in the Shareholders Committee's Letter
to Shareholders and Proxy Statement for the Meeting (receipt of which is hereby
acknowledged).
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS, 1,2 AND 3.
(Mark one only)
1. ELECTION OF DIRECTORS [ ] VOTE FOR all the nominees; except vote
withhold from the following nominees
(if any)
---------------------------
[ ] VOTE WITHHELD from all nominees.
Nominees: James Conklin, M.D.; J.A. Cole, Jr.; Frank J.
Abella, Jr.; David Nowicki, DMD; Marc Berger;
Richard Dumler
2. Approval of Proposal to amend the By-laws to require a minimum of
six directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In his discretion, the proxy is authorized to vote upon other
matters as may properly come before the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED AND TO BE SIGNED ON THE NEXT PAGE).
<PAGE> 22
I WILL [ ] WILL NOT [ ] ATTEND THE MEETING.
Dated:
-----------------------------------------------
---------------------------------------------------------------
Signature of Stockholder
---------------------------------------------------------------
Signature of Stockholder, if held jointly
This proxy must be signed exactly as the name appears hereon. When
shares are held by joint tenants, both should sign. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
