<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] 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-12
Bio-Imaging Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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 0-11.
(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>
BIO-IMAGING TECHNOLOGIES, INC.
830 BEAR TAVERN ROAD
WEST TRENTON, NEW JERSEY 08628
To Our Stockholders:
You are most cordially invited to attend the 1998 Annual Meeting of
Stockholders of Bio-Imaging Technologies, Inc. at 9:00 A.M., local time, on
Friday, February 27, 1998, at the Sheraton Bucks County Hotel, 400 Oxford
Valley Road, Langhorne, Pennsylvania.
The Notice of Meeting and Proxy Statement on the following pages describe
the matters to be presented to the meeting.
It is important that your shares be represented at this meeting to assure
the presence of a quorum. Whether or not you plan to attend the meeting, we
hope that you will have your stock represented by signing, dating and
returning your proxy in the enclosed envelope, which requires no postage if
mailed in the United States, as soon as possible. Your stock will be voted in
accordance with the instructions you have given in your proxy.
Thank you for your continued support.
Sincerely,
Mark L. Weinstein
Interim Chief Executive Officer
<PAGE>
BIO-IMAGING TECHNOLOGIES, INC.
830 BEAR TAVERN ROAD
WEST TRENTON, NEW JERSEY 08628
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 27, 1998
The Annual Meeting of Stockholders (the "Meeting") of BIO-IMAGING
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), will be held at
the Sheraton Bucks County Hotel, 400 Oxford Valley Road, Langhorne,
Pennsylvania, on Friday, February 27, 1998, at 9:00 A.M., local time, for the
following purposes:
(1) To elect three directors to serve until the next Annual Meeting of
Stockholders and until their respective successors shall have been duly
elected and qualified;
(2) To ratify the appointment of Arthur Andersen LLP as independent
auditors for the year ending September 30, 1998; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
Holders of Common Stock and Series A Preferred Stock, $0.00025 par value, of
record at the close of business on January 16, 1998 are entitled to notice of
and to vote at the Meeting, or any adjournment or adjournments thereof. A
complete list of such stockholders will be open to the examination of any
stockholder at the Company's principal executive offices at 830 Bear Tavern
Road, West Trenton, New Jersey 08628 and at the Sheraton Bucks County Hotel,
400 Oxford Valley Road, Langhorne, Pennsylvania for a period of 10 days prior
to the Meeting. The Meeting may be adjourned from time to time without notice
other than by announcement at the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A
QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY
GRANTED MAY BE REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME
BEFORE IT IS VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR
SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD
SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
Robert J. Phillips
Assistant Secretary
West Trenton, New Jersey
January 30, 1998
THE COMPANY'S 1997 ANNUAL REPORT ACCOMPANIES THE PROXY STATEMENT.
<PAGE>
BIO-IMAGING TECHNOLOGIES, INC.
830 BEAR TAVERN ROAD
WEST TRENTON, NJ 08628
----------------
PROXY STATEMENT
----------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Bio-Imaging Technologies, Inc. (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on Friday, February 27, 1998, (the "Meeting") at the Sheraton Bucks
County Hotel, 400 Oxford Valley Road, Langhorne, Pennsylvania, at 9:00 A.M.,
local time, and at any adjournment or adjournments thereof. Holders of record
of Common Stock, $.00025 par value ("Common Stock"), and Series A Preferred
Stock, $.00025 par value ("Series A Stock"), as of the close of business on
January 16, 1998 will be entitled to notice of and to vote at the Meeting and
any adjournment or adjournments thereof. As of that date, there were 7,773,878
shares of Common Stock issued and outstanding and entitled to vote and 416,667
shares of Series A Stock issued and outstanding and entitled to vote. Each
share of Common Stock is entitled to one vote on any matter presented at the
Meeting. Each share of Series A Stock is entitled to one vote on any matter
presented at the Meeting. The aggregate number of votes entitled to be cast at
the Meeting is 8,190,545. The holders of all classes of stock will vote as a
single class.
If proxies in the accompanying form are properly executed and returned, the
shares of Common Stock and Series A Stock represented thereby will be voted in
the manner specified therein. If not otherwise specified, the shares of Common
Stock and Series A Stock represented by the proxies will be voted (i) FOR the
election of the three nominees named below as Directors, (ii) FOR the
ratification of the appointment of Arthur Andersen LLP, as independent
auditors for the year ending September 30, 1998, and (iii) in the discretion
of the persons named in the enclosed form of proxy, on any other proposals
which may properly come before the Meeting or any adjournment or adjournments
thereof. Any Stockholder who has submitted a proxy may revoke it at any time
before it is voted, by written notice addressed to and received by the
Secretary of the Company, by submitting a duly executed proxy bearing a later
date or by electing to vote in person at the Meeting. The mere presence at the
Meeting of the person appointing a proxy does not, however, revoke the
appointment.
The presence, in person or by proxy, of holders of shares of Common Stock
and Series A Stock, in the aggregate, having a majority of the votes entitled
to be cast at the Meeting shall constitute a quorum. The affirmative vote by
the holders of a plurality of the shares of Common Stock and Series A Stock,
in the aggregate, represented at the Meeting is required for the election of
directors, provided a quorum is present in person or by proxy. All actions
proposed herein other than the election of directors may be taken upon the
affirmative vote of Stockholders possessing a majority of the voting power
represented at the Meeting, provided a quorum is present in person or by
proxy.
Abstentions are included in the shares present at the Meeting for purposes
of determining whether a quorum is present, and are counted as a vote against
for purposes of determining whether a proposal is approved. Broker non-votes
(when shares are represented at the Meeting by a proxy specifically conferring
only limited authority to vote on certain matters and no authority to vote on
other matters) are included in the determination of the number of shares
represented at the Meeting for purposes of determining whether a quorum is
present but are not counted for purposes of determining whether a proposal has
been approved and thus have no effect on the outcome.
This Proxy Statement, together with the related proxy card, is being mailed
to the Stockholders of the Company on or about January 30, 1998. The Annual
Report to Stockholders of the Company for the fiscal year ended September 30,
1997 ("Fiscal 1997"), including financial statements (the "Annual Report"), is
being mailed together with this Proxy Statement to all Stockholders of record
as of January 16, 1998. In addition, the
1
<PAGE>
Company has provided brokers, dealers, banks, voting trustees and their
nominees, at the Company's expense, with additional copies of the Annual
Report so that such record holders could supply such materials to beneficial
owners as of January 16, 1998.
ELECTION OF DIRECTORS
At the Meeting, three Directors are to be elected (which number shall
constitute the entire Board of Directors of the Company) to hold office until
the next Annual Meeting of Stockholders and until their successors shall have
been elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to
vote the stock represented thereby, unless otherwise specified in the proxy,
for the election as Directors of the persons whose names and biographies
appear below. All of the persons whose names and biographies appear below are
at present Directors of the Company. In the event any of the nominees should
become unavailable or unable to serve as a director, it is intended that votes
will be cast for a substitute nominee designated by the Board of Directors.
The Board of Directors has no reason to believe that the nominees named will
be unable to serve if elected. Each of the nominees has consented to being
named in this Proxy Statement and to serve if elected.
The current Board of Directors and nominees for election to the Board are as
follows:
<TABLE>
<CAPTION>
SERVED AS A
NAME AGE DIRECTOR SINCE
---- --- --------------
<S> <C> <C>
Jeffrey H. Berg, Ph.D. ................................... 54 1994
Jeffrey S. Hurwitz, Esq. ................................. 37 1994
James A. Taylor, Ph.D..................................... 58 1994
</TABLE>
The principal occupations and business experience, for at least the past
five years, of each director and nominee is as follows:
Dr. Berg has been a Director of the Company since January 1994, has been a
senior research analyst for MH Meyerson, a brokerage firm, since September
1994 and has been President of Health Care Insights, a healthcare research and
consulting firm, since March 1991. While President of Health Care Insights,
from January 1994 to June 1995, Dr. Berg also served as a financial analyst
for GKN Securities Corp. ("GKN"), an investment banking firm which served as
the underwriter in the Company's June 1992 public offering, and was a
financial analyst from March 1992 until December 1992 for Chicago Corporation,
a brokerage firm. Prior to that, Dr. Berg was a financial analyst for William
K. Woodruff & Co., an investment bank, from February 1990. Dr. Berg served as
Vice President, Research for J.C. Bradford & Co., an investment bank, from
June 1987 to January 1990. From 1981 to June 1987, Dr. Berg was Vice
President, Health Care Division of PA Consulting Services, Inc., a high
technology consulting firm. Prior to that, Dr. Berg was employed in various
capacities with Johnson & Johnson and Ortho Pharmaceutical Corporation. Dr.
Berg also is a member of the Board of Directors of Allou Health and Beauty
Care, Life Quest Medical, IMX Corporation and Biologix International and is a
member of the Compensation Committees of Life Quest Medical and Allou Health
and Beauty Care.
Mr. Hurwitz has been a Director of the Company since November 1994 and
currently serves as Corporate Senior Vice President, General Counsel and
Secretary of Covance Inc. ("Covance"), formerly Corning Pharmaceutical
Services Inc., where he has served in similar roles since October 1993. From
August 1991 to October 1993, Mr. Hurwitz was Assistant Counsel of Corning Life
Sciences Inc. From August 1991 to May 1992, Mr. Hurwitz also was an Assistant
Counsel of Corning Inc. From September 1985 to 1991, he was an associate
attorney at the law firm of Shearman & Sterling.
Dr. Taylor has been a Director of the Company since October 1994, has been a
partner at Merchant-Taylor International, a bio-pharmaceutical consulting
firm, since May 1995 and has been President of Taylor Associates,
2
<PAGE>
a regulatory and product development consulting firm since late 1992. From
1987 to 1992, Dr. Taylor was Vice President and Chief Regulatory Officer of
ImmunoGen Inc., a pharmaceutical company. From 1983 to 1987, he was Vice
President, Regulatory Affairs of Carter-Wallace, Inc. Prior to that, Dr.
Taylor was employed in various capacities by ICI Pharmaceuticals for four
years and Pfizer Central Research for 12 years.
None of the Company's Directors are related to any other Director or to any
executive officer of the Company. The Company has agreed to take all actions
necessary to nominate and cause the election to the Board of Directors of
three designees of Covance, a substantial stockholder of the Company. Such
obligation terminates at such time as Covance owns less than 200,000 shares of
Common Stock. Covance has waived its rights with respect to the Meeting, only,
and limited the Company's obligation to one designee. Covance's designee to
the Board of Directors is Jeffrey S. Hurwitz, Esq. See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR THE BOARD OF DIRECTORS.
COMMITTEES AND MEETINGS OF THE BOARD
The Board of Directors has a Compensation/ISO Committee which makes
recommendations concerning salaries and incentive compensation for management
and employees of the Company and which administers the Plan. The
Compensation/ISO Committee currently consists of Drs. Berg and Taylor. The
Compensation/ISO Committee was established in January 1993 and held one
meeting in Fiscal 1997. There were 6 meetings of the Board of Directors during
Fiscal 1997. During Fiscal 1997, each incumbent Director attended all meetings
of the Board of Directors and all meetings of the committee on which he or she
served. On January 9, 1998, the Board of Directors established an Audit
Committee, comprised of Drs. Berg and Taylor, which will review the results
and scope of the audit and other services provided by the Company's
independent auditors.
COMPENSATION OF DIRECTORS
Non-employee members of the Board of Directors, other than the Covance
designee, and members of the Compensation/ISO Committee and Audit Committee
receive cash compensation of $1,500 per day and $1,000 per day, respectively,
for each Board meeting and each Compensation/ISO Committee and Audit Committee
meeting attended. The Company has granted, pursuant to the Company's 1991
Stock Option Plan, as amended (the "Plan") and subject to certain conditions
(including, without limitation, conditions relating to vesting and retention),
to each of Drs. Berg and Taylor options to purchase 5,000 shares (at an
exercise price of $1.25 and $1.125, respectively, per share) for their
participation on the Board. All of the Directors are reimbursed for their
expenses for each Board meeting and each Compensation/ISO Committee and Audit
Committee meeting attended.
3
<PAGE>
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the
Company:
<TABLE>
<CAPTION>
CAPACITIES IN IN CURRENT
NAME AGE WHICH SERVED POSITION SINCE
- ---- --- -------------------------------- --------------
<S> <C> <C> <C>
Mark L. Weinstein(1)........ 45 Interim Chief Executive Officer December 1997
Robert J. Phillips(2)....... 35 Vice President and March 1995
Chief Financial Officer
Andrew Reiter(3)............ 43 Vice President and April 1997
Managing Director of Bio-Imaging
Technologies B.V.
</TABLE>
- --------
(1) Mr. Weinstein joined the Company in June 1997 as Senior Vice President,
Sales and Marketing and was appointed Interim Chief Executive Officer in
December 1997. Prior to joining the Company, from September 1996 to May
1997, he was the Chief Operating Officer of Internet Tradeline, Inc., an
internet-based electronic solutions provider. From July 1991 to August
1996, Mr. Weinstein worked for Medical Economics Company, an international
health care information company and wholly-owned division of The Thomson
Corporation. He held several senior management positions at Medical
Economics Company with his last position being President and Chief
Operating Officer of the International Group.
(2) Mr. Phillips, a certified public accountant, joined the Company in July
1992 and served as Senior Accountant until May 1993 when he was appointed
Controller. In March 1995, he was elected to his current position. Prior
to joining the Company, he was a Senior Accountant with BDO Seidman, an
international accounting firm.
(3) Mr. Reiter joined the Company in July 1992 as Director of Clinical
Applications Development responsible for the Company's software and
systems development and was appointed Vice President and Managing Director
of Bio-Imaging Technologies, B.V., the Company's European facility in
April 1997. Prior to joining the Company he spent 18 years with various
pharmaceutical and bio-technology companies in the clinical research and
information systems development areas.
None of the Company's executive officers is related to any other executive
officer or to any Director of the Company. Executive officers of the Company
are elected annually by the Board of Directors and serve until their
successors are duly elected and qualified.
4
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation in Fiscal 1997
The following Summary Compensation Table sets forth information concerning
compensation for services in all capacities awarded to, earned by or paid to
each person who served as the Company's Chief Executive Officer at any time
during Fiscal 1997 and each other executive officer of the Company whose
aggregate cash compensation exceeded $100,000 (collectively, the "Named
Executives") during the three years ended September 30, 1997. The table does
not include compensation information with respect to the Company's Interim
Chief Executive Officer, Mark L. Weinstein, who was appointed by the Board of
Directors to such position on December 19, 1997. Mr. Weinstein's current
annual salary is $175,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ ------------
SECURITIES
UNDERLYING
SALARY OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) (#)
(A) (B) (C) (G)
- --------------------------- ---- ------------ ------------
<S> <C> <C> <C>
Donald W. Lohin.............................. 1997 175,000 30,000
Chairman of the Board, President and 1996 117,115 250,000
Chief Executive Officer(1) 1995 -- --
James J. Conklin, M.D. ...................... 1997 180,577 20,000
Chairman Emeritus and Chief 1996 150,000 20,000
Scientific Officer(2) 1995 200,000 206,000(3)
Robert J. Phillips........................... 1997 109,769 15,000
Vice President and Chief 1996 104,539 10,000
Financial Officer 1995 93,077 20,000
Anthony P. Nowicki........................... 1997 128,769 100,000
Senior Vice President and General 1996 -- --
Manager of the Marketing Information 1995 -- --
Services Division(4)
Andrew Reiter................................ 1997 103,942 10,000
Vice President and Managing 1996 93,322 10,000
Director of Bio-Imaging Technologies B.V. 1995 90,702 10,000
</TABLE>
- --------
(1) Mr. Lohin resigned as an officer and Director of the Company on December
19, 1997.
(2) Dr. Conklin resigned as an officer and Director of the Company on December
19, 1997.
(3) Includes 136,000 stock options granted prior to fiscal 1995 which were
subject to repricing by the Board of Directors during fiscal 1995.
(4) Mr. Nowicki's employment was terminated by the Company on December 19,
1997 in connection with the termination of the Marketing Information
Services Division.
5
<PAGE>
Option Grants in Fiscal 1997
The following table sets forth information concerning individual grants of
stock options made pursuant to the Plan during Fiscal 1997 to each of the
Named Executives and its Interim Chief Executive Officer. The Company has
never granted any stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
NUMBER OF
SHARES PERCENT OF
UNDERLYING TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE
(A) (B) (C) (D) (E)
- ----- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Donald W. Lohin(2)............. 30,000 5.8% $1.31 10/15/06
James J. Conklin, M.D.(2)...... 20,000 3.9 1.31 10/15/06
Robert J. Phillips............. 15,000 2.9 1.31 10/15/06
Anthony P. Nowicki(2).......... 100,000 19.3 1.31 10/15/06
Andrew Reiter.................. 10,000 1.9 1.31 10/15/06
Mark L. Weinstein.............. 100,000 19.3 1.25 6/9/07
</TABLE>
- --------
(1) The options were granted as incentive stock options and became exercisable
to the extent of one-sixtieth (1/60) of the options on each one month
anniversary following the date of grant. The options terminate on the
expiration date, subject to earlier termination on the optionee's death,
disability or termination of employment with the Company. Options are not
assignable or otherwise transferable except by will or the laws of descent
and distribution.
(2) SEE "--Summary Compensation Table" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" for information relating to certain
employment matters and exercisability of options.
Aggregated Option Exercises in Fiscal 1997 and Fiscal Year-End Option Values
The following table sets forth information concerning each exercise of
options during Fiscal 1997 by each of the Named Executives and its Interim
Chief Executive Officer and the fiscal year-end value of unexercised in-the-
money options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED ON VALUE (#) ($)(1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
(A) (B) (C) (D) (E)
- ----- ----------- -------- ----------------- --------------
<S> <C> <C> <C> <C>
Donald W. Lohin.......... -- -- 95,500/184,500 92,210/168,640
James J. Conklin, M.D.... -- -- 279,667/16,333 161,353/5,227
Robert J. Phillips....... -- -- 57,333/13,167 34,472/4,268
Anthony P. Nowicki....... -- -- 18,333/81,667 5,867/26,133
Andrew Reiter............ -- -- 45,333/8,167 24,577/2,613
Mark L. Weinstein........ -- -- 5,000/95,000 1,900/36,100
</TABLE>
- --------
(1)Based on a fiscal year end fair market value of the underlying securities
equal to $1.63.
6
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
As of January 30, 1998, the Company is not party to any employment
contracts, or other agreements providing for termination of employment or
change-in-control arrangements. The Company is currently negotiating a
severance arrangement with Dr. Conklin, although no assurance can be given
that an agreement can be reached that is satisfactory to the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and stockholders
who beneficially own more than 10% of any class of equity securities of the
Company registered pursuant to Section 12 of the Exchange Act (collectively,
the "Reporting Persons") to file initial statements of beneficial ownership of
securities and statements of changes in beneficial ownership of securities
with respect to the Company's equity securities with the Securities and
Exchange Commission (the "SEC"). All Reporting Persons are required by SEC
regulation to furnish the Company with copies of all reports that such
Reporting Persons file with the SEC pursuant to Section 16(a).
Based solely on the Company's review of the copies of such forms received by
the Company and upon written representations of the Company's Reporting
Persons received by the Company, Donald W. Lohin, a former executive officer
and director of the Company, failed to give written representations to the
Company that no Form 5 was required to be filed for the fiscal year ended
September 30, 1997. Further, the Company believes that Mr. Lohin failed to
report a purchase of 10,000 shares of Common Stock in January 1997 and a
purchase of 5,000 shares and sale of 15,000 shares in December 1997,
subsequent to fiscal year-end.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
There are, as of January 16, 1998 approximately 105 holders of record of the
Company's Common Stock. The following table sets forth certain information, as
of January 16, 1998 with respect to holdings of the Company's Common Stock by
(i) each person known by the Company to be the beneficial owner of more than
5% of the total number of shares of Common Stock outstanding as of such date,
(ii) each of the Company's Directors (which includes all nominees), Named
Executives and Interim Chief Executive Officer, and (iii) all Directors and
executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(1) OF CLASS(2)
- --------------------------------------- ----------------------- -----------
<S> <C> <C>
(i)Certain Beneficial
Owners:
Covance Inc. ............. 2,926,428(3) 35.1
(formerly Corning
Pharmaceutical Services
Inc.)
210 Carnegie Center
Princeton, New Jersey
08540
Investment Partners of 528,778(4) 6.4
America, L.P. ...........
732 West Eighth Street
Plainfield, New Jersey
07060
(ii) Directors (which
includes all
nominees), Named
Executives and
Interim Chief
Executive Officer:
Donald W. Lohin......... 97,000(5) 1.2
James J. Conklin, M.D... 615,663(6) 7.6
Robert J. Phillips...... 59,333(7) *
Anthony P. Nowicki...... 28,333(8) *
Andrew Reiter........... 48,333(9) *
Mark L. Weinstein....... 25,000(10) *
Jeffrey H. Berg,
Ph.D. ................. 3,917(11) *
Jeffrey S. Hurwitz,
Esq. .................. -- --
James A. Taylor,
Ph.D. ................. 5,000(12) *
(iii)All Directors and
executive officers as a
group (6 persons)........ 141,583(7)(9)(10)(11)(12) 11.8%
</TABLE>
- --------
* Less than 1%
(1) Except as otherwise indicated, all shares are beneficially owned and sole
investment and voting power is held by the persons named.
(2) Applicable percentage of ownership is based on 7,773,878 shares of Common
Stock outstanding, plus any Common Stock equivalents and options or
warrants held by such holder which are presently or will become
exercisable within 60 days after January 16, 1998.
(3) Includes 571,428 shares issuable upon exercise of warrants to purchase
Common Stock of the Company.
(4) Includes (i) 416,667 shares issuable upon conversion of the Series A
Stock, (ii) an aggregate of 66,667 shares issuable upon the exercise of
outstanding Class C warrants and (iii) 36,112 shares held by affiliates of
IPA known to the Company. SEE "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS--Transactions with IPA."
(5) Represents 97,000 shares issuable pursuant to presently exercisable stock
options and stock options which will become exercisable within 60 days
after January 16, 1998. Such options lapse on March 19, 1998.
8
<PAGE>
(6) Includes (i) 280,667 shares issuable pursuant to presently exercisable
stock options and stock options which will become exercisable within 60
days after January 16, 1998 and (ii) 33,200 shares held by or on behalf of
relatives as to which Dr. Conklin has voting power.
(7) Represents 59,333 shares issuable pursuant to presently exercisable stock
options and stock options which will become exercisable within 60 days
after January 16, 1998.
(8) Represents 28,333 shares issuable pursuant to presently exercisable
options or options which will become exercisable within 60 days after
January 16, 1998. Such options lapse on March 19, 1998.
(9) Includes 46,333 shares issuable pursuant to presently exercisable options
or options which will become exercisable within 60 days after January 16,
1998.
(10) Includes 15,000 shares issuable pursuant to presently exercisable options
or options which will become exercisable within 60 days after January 16,
1998.
(11) Represents 3,917 shares issuable pursuant to presently exercisable
options or options which will be exercisable within 60 days after January
16, 1998.
(12) Represents 5,000 shares issuable pursuant to presently exercisable
options or options which will be exercisable within 60 days after January
16, 1998.
SERIES A STOCK
There is, as of January 16, 1998, one holder of record of the Company's
Series A Stock. The following table sets forth certain information, as of
January 16, 1998, with respect to holdings of the Company's Series A Stock by
(i) each person known by the Company to be the beneficial owner of more than
5% of the total number of shares of Series A Stock outstanding as of such
date, (ii) each of the Company's Directors (which includes all nominees),
Named Executives and Interim Chief Executive Officer, and (iii) all Directors
and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(1) OF CLASS
- --------------------------------------- ----------------------- --------
<S> <C> <C>
(i)Certain Beneficial Owners:
Investment Partners of America, L.P. ......... 416,667 100
732 West Eighth Street
Plainfield, New Jersey 07060
(ii)Directors (which includes all nominees),
Named Executives
and Interim Chief Executive Officer:
Donald W. Lohin............................... -- --
James J. Conklin, M.D......................... -- --
Robert J. Phillips............................ -- --
Anthony P. Nowicki............................ -- --
Andrew Reiter................................. -- --
Mark L. Weinstein............................. -- --
Jeffrey H. Berg, Ph.D. ....................... -- --
Jeffrey S. Hurwitz, Esq....................... -- --
James A. Taylor, Ph.D......................... -- --
(iii) All Directors and executive officers as a
group (6 persons).............................. -- --
</TABLE>
- --------
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the persons named.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH IPA
On December 8, 1995, the Company executed a purchase agreement (the
"Purchase Agreement") pursuant to which IPA agreed to purchase and the Company
agreed to issue and sell a minimum of 625,000 and a maximum of 1,250,000 units
(each, a "Unit") at a purchase price of $1.20 per Unit, each Unit consisting
of (i) one share of Series A Stock, convertible into Common Stock of the
Company on a one share for one share basis; (ii) one five-year Class A Warrant
(the "Class A Warrants") to purchase one share of the Company's Common Stock
at an initial exercise price of $1.50 per share; and (iii) one five-year Class
B Warrant (the "Class B Warrants") to purchase one share of the Company's
Common Stock at an initial exercise price of $2.50 per share. Each of the
Class A Warrants and Class B Warrants underlying the Units is exercisable for
a period of five years from the issuance date. An initial closing was held
with IPA on December 21, 1995, at which time 416,667 Units were sold,
resulting in net proceeds to the Company of $433,333, after aggregate closing
costs of approximately $66,667. The Company subsequently determined on June
26, 1996 that there would be no further issuances of Units under the Purchase
Agreement and terminated such Purchase Agreement. In connection therewith, the
Company issued to IPI Class C Warrants to purchase 66,667 shares of the
Company's Common Stock at an exercise price of $1.05 per share and entered
into a two-year consulting agreement (the "Consulting Agreement") with IPCM
pursuant to which IPCM agreed to render to the Company product/market
development and financial consulting services. Upon execution of the
Consulting Agreement, the Company was required to pay IPCM a non-refundable
amount of $30,000 and IPCM's legal fees of $8,333. Such Consulting Agreement
is terminable at any time upon notice by the Company.
Each of the Class A Warrants, Class B Warrants and Class C Warrants contain
certain maintenance rights pursuant to which, subject to certain conditions,
whenever the Company proposes to issue new securities, it must first offer to
IPA the right to purchase, on the same terms as are offered to the other
purchasers of the new securities, such number of new securities as are
required to ensure that IPA's percentage ownership of the Company shall be the
same after the proposed sale as it was prior to such sale. In addition, the
Company granted registration rights, subject to certain conditions, with
respect to each of the Class A Warrants, Class B Warrants and Class C
Warrants, and the shares of Common Stock underlying such securities.
On September 22, 1997, IPA exercised its Class A Warrants and Class B
Warrants (collectively, the "Warrants") to purchase 833,334 shares of Common
Stock of the Company. IPA exercised all of the Warrants held of record by IPA
on behalf of itself and certain of its designees. IPA did not exercise the
Class C Warrants held of record by IPA to purchase 66,667 shares of the
Company's Common Stock. The Warrants were exercised at an exercise price of
$0.63 per share. The Company received approximately $525,000 in net proceeds
from the exercise of the Warrants by IPA. The Company has not and will not
receive any of the proceeds from any sales of such shares of Common Stock by
IPA or its designees.
TRANSACTIONS WITH COVANCE
On October 13, 1994, the Company and Covance entered into a Registration
Agreement in which the Company is obligated to use its best efforts to effect
the registration under the Securities Act of 1933, as amended, of the shares
of Common Stock purchased by Covance and the shares of Common Stock underlying
the Warrants held by Covance upon the receipt of notice from Covance that it
has exercised certain demand or piggy-back registration rights.
TRANSACTIONS WITH GKN SECURITIES CORP.
On June 18, 1997, GKN Securities Corp. exercised underwriter's purchase
options ("UPO's") to purchase 630,000 shares of Common Stock at an exercise
price of $1.00 per share, after giving effect to certain anti-dilution
provisions of the UPOs. The Company received aggregate gross proceeds of
$630,000 as a result of such exercise of the UPOs.
10
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has, subject to stockholder approval,
retained Arthur Andersen LLP as independent auditors of the Company for the
fiscal year ending September 30, 1998. Goldstein, Golub, Kessler & Company,
P.C. served as independent auditors of the Company for Fiscal 1997. Neither of
the firms nor any of their members has any direct or indirect financial
interest in or any connection with the Company in any capacity other than as
auditors.
The Board of Directors recommends a vote FOR the ratification of the
appointment of Arthur Andersen LLP as the independent auditors of the Company
for the fiscal year ending September 30, 1998.
One or more representatives of Arthur Andersen LLP is expected to attend the
Meeting and have an opportunity to make a statement and/or respond to
appropriate questions from stockholders.
On January 12, 1998, the Company selected Arthur Andersen LLP to act as
independent accountants for the Company and informed the prior auditors,
Goldstein, Golub, Kessler & Company, P.C., of its decision. In connection with
its audits for each of the two years in the period ended September 30, 1997
and thereafter, there were no disagreements with the prior auditors on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures. The prior auditors' report on the Company's
financial statements for each of the two years in the period ended September
30, 1997 contained no adverse opinion or disclaimer of opinion and was not
modified or qualified as to uncertainty, audit scope, or accounting
principles. The decision to change accountants was approved by the Board of
Directors of the Company. The prior auditors have furnished the Company with a
letter addressed to the SEC stating their agreement with the above statements.
Such letter appeared as Exhibit 16 to the Company's Current Report on Form 8-K
filed with the SEC on January 15, 1998. Prior to retaining Arthur Andersen
LLP, the Company had not consulted with Arthur Andersen LLP regarding
accounting principles or the type of opinion that would be rendered on the
Company's financial statements.
STOCKHOLDERS' PROPOSALS
Stockholders who wish to submit proposals for inclusion in the Company's
proxy statement and form of proxy relating to the 1999 Annual Meeting of
Stockholders must advise the Secretary of the Company of such proposals in
writing by October 3, 1998.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action
at the Meeting other than the matters referred to above and does not intend to
bring any other matters before the Meeting. However, if other matters should
come before the Meeting, it is intended that holders of the proxies will vote
thereon in their discretion.
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by the
Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors, officers and other employees
of the Company who will not be specially compensated for these services. The
Company will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares
held of record by such brokers, nominees, custodians and other fiduciaries.
The Company will reimburse such persons for their reasonable expenses in
connection therewith.
11
<PAGE>
Certain information contained in this Proxy Statement relating to the
occupations and security holdings of directors and officers of the Company is
based upon information received from the individual directors and officers.
BIO-IMAGING TECHNOLOGIES, INC. WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
REPORT ON FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 30, 1997, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS, TO EACH
OF ITS STOCKHOLDERS OF RECORD ON JANUARY 16, 1998 AND TO EACH BENEFICIAL
STOCKHOLDER ON THAT DATE UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE
COMPANY. A REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
Robert J. Phillips,
Assistant Secretary
West Trenton, New Jersey
January 30, 1998
12
<PAGE>
- --------------------------------------------------------------------------------
BIO-IMAGING TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints Mark L. Weinstein and Robert
J. Phillips, 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 any adjournment or adjournments thereof, upon the following
proposals more fully described in the Notice of Annual Meeting of Stockholders
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 [_] VOTE WITHHELD from all
nominees; except nominees.
vote withheld from the
following nominees
(if any).
Nominees: Jeffrey H. Berg, Ph.D., Jeffrey S. Hurwitz, Esq. and James A. Taylor,
Ph.D.
2. Approval of Proposal to Ratify the appointment of Arthur Andersen LLP as the
independent auditors of the Company for the fiscal year ending September 30,
1998.
[_] 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 REVERSE SIDE.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
(CONTINUED FROM OTHER SIDE)
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.
