BUCHANAN INGERSOLL
Attorneys
500 College Road East
Princeton, New Jersey 08540
October 7, 1997
Via EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Bio-Imaging Technologies, Inc.
Current Report on Form 8-K
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Dear Sir or Madam:
Pursuant to Rule 13a-11 under the Securities Exchange Act of 1934, as
amended, on behalf of Bio-Imaging Technologies, Inc., a Delaware corporation
(the "Corporation"), submitted herewith for filing is a Current Report on Form
8-K (the "Form 8-K").
This filing is being effected by direct transmission to the Securities
and Exchange Commission's EDGAR System.
Three complete copies of the Form 8-K (one of which has been manually
signed) are being filed with the Boston Stock Exchange.
If you have any questions or comments concerning the Form 8-K, please
contact the undersigned at (609) 987-6821.
/s/ Andrew P. Gilbert
APG/tkr
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 22, 1997
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Bio-Imaging Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11182 11-2872047
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
830 Bear Tavern Road, West Trenton, New Jersey 08628-1020
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(Address of Principal Executive Offices) (Zip Code)
(609) 883-2000
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(Registrant's telephone
number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On September 22, 1997, Investment Partners of America, L.P. ("IPA")
exercised its Class A Warrants and Class B Warrants (collectively, the
"Warrants") to purchase 833,334 shares of Common Stock (the "Shares") of
Bio-Imaging Technologies, Inc. (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 will not receive any of the proceeds from any sales
of the Shares by IPA or its designees.
The Warrants were issued in December 1995 in connection with the Company's
private placement of 416,667 Units sold to IPA. The Company previously
registered the Shares under the Securities Act of 1933, as amended, pursuant to
a Registration Statement on Form S-3 (the "Form S-3") in accordance with its
obligations under a registration rights agreement with IPA. The Form S-3 was
filed with the Securities and Exchange Commission on April 18, 1997.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bio-Imaging Technologies, Inc.
By: /s/Robert J. Phillips
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Robert J. Phillips, Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: October 7, 1997