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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BIO-IMAGING TECHNOLOGIES, INC.
COMMON STOCK
09056N103000
Gerald F. Roach, Esq.
Christopher B. Capel, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 Wachovia Capitol Center
150 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 821-1220
December 31, 2003
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 09056N103000 | Page 2 of 13 | |||||
1. | Name of Reporting Person: Pharma Services Holding, Inc. |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting Power: 924,381(1) | |||||
9. | Sole Dispositive Power: 0 | |||||
10. | Shared Dispositive Power: 924,381(1) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 924,381(1) |
|||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by Amount in Row (11): 8.13%(2) | |||||
14. | Type of Reporting Person (See Instructions): CO | |||||
(1) | Includes 735,832 shares (the Quintiles Shares) of common stock (Common Stock) of Bio-Imaging Technologies, Inc. (the Issuer) beneficially owned by Quintiles, Inc. (Quintiles). Pursuant to an Agreement between Quintiles and the Issuer, Quintiles loaned the Issuer an aggregate amount of $1,000,000. The outstanding principal amount of the loan at December 31, 2003 is $666,664. Such amount is convertible by Quintiles into the Issuers Common Stock based on the Conversion Price as defined in such Agreement, subject to adjustment as set forth therein. The current Conversion Price is the greater of $0.906 or 75% of the average closing price for the 10 days before conversion. Based on an assumed Conversion Price of $0.906 per share and the outstanding loan amount, Quintiles has the right to acquire 735,832 shares of the Issuers Common Stock. Using the average price calculation instead, as of December 31, 2003, the Conversion Price is $4.618 and Quintiles has the right to acquire 144,370 shares. Also includes 188,549 shares (the QFinance Shares) of Common Stock beneficially owned by QFinance, Inc. (QFinance). | |
(2) | Calculated based on 10,632,977 shares of outstanding Common Stock on October 31, 2003, as reported in the Issuers Form 10-QSB for the period ending September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003, and 924,381 shares of Common Stock beneficially owned by Quintiles and QFinance. See footnote 1 above; using the average price calculation for the Quintiles Shares, the percentage is 3.09%. |
CUSIP No. 09056N103000 | Page 3 of 13 | |||||
1. | Name of Reporting Person: Pharma Services Intermediate Holding Corp. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: Delaware |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting Power: 924,381(3) | |||||
9. | Sole Dispositive Power: 0 | |||||
10. | Shared Dispositive Power: 924,381(3) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 924,381(3) |
|||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by Amount in Row (11): 8.13%(4) | |||||
14. | Type of Reporting Person (See Instructions): CO | |||||
(3) | Includes the Quintiles Shares and the QFinance Shares. See footnote 1 above. | |
(4) | Calculated based on 10,632,977 shares of outstanding Common Stock on October 31, 2003, as reported in the Issuers Form 10-QSB for the period ending September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003, and an aggregate of 924,381 shares of Common Stock beneficially owned by Quintiles and QFinance. See footnote 1 above; using the average price calculation for the Quintiles Shares, the percentage is 3.09%. |
CUSIP No. 09056N103000 | Page 4 of 13 | |||||
1. | Name of Reporting Person: Quintiles Transnational Corp. |
I.R.S. Identification Nos. of above persons (entities only): |
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2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: North Carolina |
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Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting Power: 924,381(5) | |||||
9. | Sole Dispositive Power: 0 | |||||
10. | Shared Dispositive Power: 924,381(5) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 924,381(5) |
|||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by Amount in Row (11): 8.13%(6) | |||||
14. | Type of Reporting Person (See Instructions): CO | |||||
(5) | Includes the Quintiles Shares and the QFinance Shares. See footnote 1 above. | |
(6) | Calculated based on 10,632,977 shares of outstanding Common Stock on October 31, 2003, as reported in the Issuers Form 10-QSB for the period ending September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003, and an aggregate of 924,381 shares of Common Stock beneficially owned by Quintiles and QFinance. See footnote 1 above; using the average price calculation for the Quintiles Shares, the percentage is 3.09%. |
CUSIP No. 09056N103000 | Page 5 of 13 | |||||
1. | Name of Reporting Person: Quintiles, Inc. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): OO |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: North Carolina |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting Power: 735,832(7) | |||||
9. | Sole Dispositive Power: 0 | |||||
10. | Shared Dispositive Power: 735,832(7) | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 735,832(7) |
|||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by Amount in Row (11): 6.47%(8) | |||||
14. | Type of Reporting Person (See Instructions): CO | |||||
5
(7) | Includes the Quintiles Shares only. See footnote 1 above. | |
(8) | Calculated based on 10,632,977 shares of outstanding Common Stock on October 31, 2003, as reported in the Issuers Form 10-QSB for the period ending September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003, and an aggregate of 735,832 shares of Common Stock beneficially owned by Quintiles. See footnote 1 above; using the average price calculation for the Quintiles Shares, the percentage is 1.34%. |
CUSIP No. 09056N103000 | Page 6 of 13 |
Item 1. Security and Issuer
This Schedule 13D/A relates to the common stock, par value $.00025 per share, of the Issuer (the Common Stock). The principal executive offices of the Issuer are located at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940-1721.
Item 2. Identity and Background
This statement is filed jointly pursuant to rule 13d-1(k)(1) on behalf of Pharma Services Holding, Inc. (Pharma Services); Pharma Services Intermediate Holding Corp. (Intermediate Holding), a wholly-owned subsidiary of Pharma Services; Quintiles Transnational Corp. (QTRN); and Quintiles, Inc. (Quintiles), a wholly-owned subsidiary of QTRN (collectively, the Reporting Persons). All of the outstanding common stock of QTRN is owned by Intermediate Holding and Pharma Services.
Pharma Servicess principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. Intermediate Holdings principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. QTRNs principal business office is at 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. Quintiles principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703.
During the last five years, neither the Reporting Persons nor any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any Reporting Person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Please see Schedule I for information pertaining to Pharma Services, Intermediate Holdings, QTRNs and Quintiles executive officers and directors.
Item 3. Source and Amount of Funds or Other Considerations
The Quintiles Shares beneficially owned by the Reporting Persons were acquired on October 25, 2001 (the Closing Date) pursuant to an Asset Purchase Agreement (the Agreement), dated as of the Closing Date, between the Issuer and Quintiles. Pursuant to the Agreement, Quintiles sold certain of its assets in consideration for the Issuers promissory note (the Note) in the principal amount of $1,000,000 with interest per annum equal to the three month LIBOR rate in effect on the last day of each quarter, plus three percent (3.0%), as reported in the Wall Street Journal.
The Note, which is payable in quarterly installments with respect to 50% of the aggregate principal amount together with all outstanding interest, matures thirty-six (36) months from the Closing Date and is convertible by Quintiles any time prior to maturity into shares of Common Stock.
Over time, the Issuer has made principal payments that have reduced the
outstanding principal balance of the Note. The outstanding principal amount
of the Note at December 31, 2003 is $666,664. Such amount is convertible by
Quintiles into the
Issuers Common Stock based on the Conversion Price as defined in such
Agreement, subject to adjustment as set forth therein. The current Conversion
Price is the greater of $0.906 or 75% of the average closing price for the 10
days before conversion. Based on an assumed Conversion Price of $0.906 per
share and the outstanding loan amount, Quintiles has the right to acquire
735,832 shares of the Issuers Common Stock. The number of shares of Common
Stock into which the Note may be converted could be less than 735,832,
depending on the market price per share of Common Stock on the date of
conversion, and the outstanding principal balance as of any such conversion.
For example, using the average price calculation, as of December 31, 2003, the
Conversion Price is $4.618 and Quintiles has the right to acquire 144,370
shares.
Under the Agreement, the Reporting Persons were entitled to acquire up to
an additional 646,247 shares of Common Stock after January 1, 2003, to the
extent that revenues between the Closing Date and December 31, 2002 arising
from certain contracts transferred to the Issuer exceed a threshold amount.
Pursuant to such provision, QFinance acquired 188,549 shares of Common Stock.
Item 4. Purpose of Transaction
Pursuant to the Agreement, the Issuer was required to use its Reasonable
Efforts, as defined in the Agreement, to effect the election of one individual
designated by Quintiles to the Issuers Board of Directors. Such individual
designated by Quintiles was elected to the Issuers Board of Directors.
The Agreement is filed as an exhibit to the previously filed Schedule 13D
and is incorporated herein by reference. The foregoing summary of the
transaction is not intended to be complete and is qualified in its entirety by
reference to such exhibit.
The Reporting Persons acquired beneficial ownership of the shares for the
purpose of investment only and may elect to dispose or otherwise transfer such
shares from time to time, as permitted under contract or applicable law.
Except to the extent that it is customary for the director designated by
Quintiles to do so, the Reporting Persons have no intention to influence or
direct the Issuers affairs, modify its corporate structure or interfere with
the business decisions of its management. Except as may be set forth above,
neither the Reporting Persons, nor to the best of their knowledge, any
executive officer or director of the Reporting Persons, has any plans or
proposals which relate to or would result in: (a) the acquisition by any
person of additional securities 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; (c) a sale or transfer of
a material amount of assets of the Issuer; (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 Issuers business or
corporate structure; (g) changes in the Issuers charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) a class of securities of the Issuer
being delisted from a national securities exchange or ceasing to be authorized
to be quoted in an interdealer 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
Securities Exchange Act of 1934; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
Based on information contained in the most recent publicly available
filings of the Issuer with the Securities and Exchange Commission, Pharma
Services is deemed to beneficially own the number of shares and the percentage
of outstanding shares of Issuer Common Stock listed on lines 11 and 13,
respectively, of Page 2 of this Schedule 13D/A. In addition, the number of
shares as to which Pharma Services has sole or shared voting power and sole or
shared dispositive power, is listed on lines 7-10 of Page 2 of this Schedule
13D/A.
Based on information contained in the most recent publicly available
filings of the Issuer with the Securities and Exchange Commission, Intermediate
Holding is deemed to beneficially own the number of shares and the percentage
of outstanding shares of Issuer Common Stock listed on lines 11 and 13,
respectively, of Page 3 of this Schedule 13D/A. In addition, the number of
shares as to which Intermediate Holding has sole or shared voting power and
sole or shared dispositive power, is listed on lines 7-10 of Page 3 of this
Schedule 13D/A.
Based on information contained in the most recent publicly available
filings of the Issuer with the Securities and Exchange Commission, QTRN is
deemed to beneficially own the number of shares and the percentage of
outstanding shares of Issuer Common Stock listed on lines 11 and 13,
respectively, of Page 4 of this Schedule 13D/A. In addition, the number of
shares as to which QTRN has sole or shared voting power and sole or shared
dispositive power, is listed on lines 7-10 of Page 4 of this Schedule 13D/A.
Based on information contained in the most recent publicly available
filings of the Issuer with the Securities and Exchange Commission, Quintiles is
deemed to beneficially own the number of shares and the percentage of
outstanding shares of Issuer Common Stock listed on lines 11 and 13,
respectively, of Page 5 of this Schedule 13D/A. In addition, the number of
shares as to which Quintiles has sole or shared voting power and sole or shared
dispositive power, is listed on lines 7-10 of Page 5 of this Schedule 13D/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of the
securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
EXHIBIT INDEX
SCHEDULE I
Directors and Officers of Pharma Services Holding, Inc.
The name and principal occupation of each executive officer and director
of Pharma Services Holding, Inc. (Pharma Services) are set forth below.
Unless otherwise indicated, each occupation set forth opposite an executive
officers name refers to employment with QTRN. The business address of each
person is Pharma Services Holding, Inc., c/o Quintiles Transnational Corp.,
4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, North Carolina
27703.
Directors and Officers of Pharma Services Intermediate Holding Corp.
The name and principal occupation of each executive officer and director
of Pharma Services Intermediate Holding Corp. (Intermediate Holding) are set
forth below. Unless otherwise indicated, each occupation set forth opposite an
executive officers name refers to employment with QTRN. The business address
of each person is Pharma Services Intermediate Holding Corp., c/o Quintiles
Transnational Corp., 4709 Creekstone Drive, Riverbirch Building, Suite 200,
Durham, North Carolina 27703.
Directors and Officers of Quintiles Transnational Corp.
The name and principal occupation of each executive officer and director
of Quintiles Transnational Corp. (QTRN) are set forth below. Unless otherwise
indicated, each occupation set forth opposite an executive officers name
refers to employment with QTRN. The business address of each person is c/o
Quintiles Transnational Corp., 4709 Creekstone Drive, Riverbirch Building,
Suite 200, Durham, North Carolina 27703.
Directors and Officers of Quintiles, Inc.
The name and principal occupation of each executive officer and director
of Quintiles, Inc. (Quintiles) are set forth below. Unless otherwise
indicated, each occupation set forth opposite an executive officers name
refers to employment with QTRN. The business address of each person is
Quintiles, Inc., c/o Quintiles Transnational Corp., 4709 Creekstone Drive,
Riverbirch Building, Suite 200, Durham, North Carolina 27703.
CUSIP No. 09056N103000
Page 7 of 13
CUSIP No. 09056N103000
Page 8 of 13
Exhibit 99.01*
Asset Purchase Agreement, dated October 25, 2001,
between the Issuer and Quintiles, Inc.
Exhibit 99.02
Joint Filing Agreement between Pharma Services
Holding, Inc., Pharma Services Intermediate Holding
Corp., Quintiles Transnational Corp., and Quintiles,
Inc.
*
Previously Filed.
CUSIP No. 09056N103000
Page 9 of 13
Date: February 13, 2004
PHARMA SERVICES HOLDING, INC.
By:
/s/ John S. Russell
Name:
John S. Russell
Title:
Vice President & Corporate Secretary
PHARMA SERVICES INTERMEDIATE HOLDING CORP.
By:
/s/ John S. Russell
Name:
John S. Russell
Title:
Vice President & Corporate Secretary
QUINTILES TRANSNATIONAL CORP.
By:
/s/ John S. Russell
Name:
John S. Russell
Title:
Executive Vice President & General Counsel
Chief Administrative Officer
QUINTILES, INC.
By:
/s/ John S. Russell
Name:
John S. Russell
Title:
President
CUSIP No. 09056N103000
Page 10 of 13
Exhibit Number
Description
Exhibit 99.01*
Asset Purchase Agreement, dated October 25, 2001, between
the Issuer and Quintiles, Inc.
Exhibit 99.02
Joint Filing Agreement between Pharma Services Holding,
Inc., Pharma Services Intermediate Holding Corp.,
Quintiles Transnational Corp., and Quintiles, Inc.
*
Previously Filed.
CUSIP No. 09056N103000
Page 11 of 13
Name
Present Principal Occupation
Dennis B. Gillings, Ph.D.
Executive Chairman, Chief Executive Officer and Director
John S. Russell
Executive Vice President & General Counsel
Chief Administrative Officer
James L. Bierman
Executive Vice President, Chief Financial Officer and
Director
Richard M. Cashin, Jr.
Chairman, One Equity Partners LLC
Clateo Castellini
Director
Jonathan J. Coslet
Senior Partner, Texas Pacific Group
Jack M. Greenberg
Director
S. Iswaran
Managing Director, Temasek Holdings (Pte) Ltd.
Jacques Nasser
Senior Partner, One Equity Partners LLC
James S. Rubin
Partner, One Equity Partners LLC
Name
Present Principal Occupation
Dennis B. Gillings, Ph.D.
Executive Chairman, Chief Executive Officer and Director
John S. Russell
Executive Vice President & General Counsel
Chief Administrative Officer
James L. Bierman
Executive Vice President, Chief Financial Officer and
Director
Richard M. Cashin, Jr.
Chairman, One Equity Partners LLC
Clateo Castellini
Director
Jonathan J. Coslet
Senior Partner, Texas Pacific Group
Jack M. Greenberg
Director
S. Iswaran
Managing Director, Temasek Holdings (Pte) Ltd.
Jacques Nasser
Senior Partner, One Equity Partners LLC
James S. Rubin
Partner, One Equity Partners LLC
CUSIP No. 09056N103000
Page 12 of 13
Name
Present Principal Occupation
Dennis B. Gillings, Ph.D.
Executive Chairman, Chief Executive Officer and Director
James L. Bierman
Executive Vice President, Chief Financial Officer and
Director
John S. Russell
Executive Vice President & General Counsel
Chief Administrative Officer
Ronald J. Wooten
Executive Vice President, Corporate Development
Oppel Greeff
President of Global Product Development
Hywel Evans
President, Quintiles Europe
Derek Winstanly
President of Quintiles Japan/Asia-Pacific
Richard M. Cashin, Jr.
Chairman, One Equity Partners LLC
Name
Present Principal Occupation
John S. Russell
Executive Vice President & General Counsel
Chief Administrative Officer
Gregory Connors
Vice President
David Andrews
Vice President, Taxation
James L. Bierman
Executive Vice President, Chief Financial Officer and
Director
Thomas C. Perkins
Senior Vice President, Corporate Development
Beverly Rubin Moyher
Deputy General Counsel