Bio-Imaging Technologies Inc--Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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): November 9, 2005

 

Bio-Imaging Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   1-11182   11-2872047
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer Identification No.)

 

826 Newtown-Yardley Road, Newtown, PA   18940
(Address of Principal Executive Offices)   (Zip Code)

 

(267) 757-3000

(Registrant’s telephone number,

including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Item 1.01.   Entry into a Material Definitive Agreement.

 

On November 9, 2005, the Compensation Committee of the Board of Directors of Bio-Imaging Technologies, Inc. (the “Company”) recommended, and the Company’s Board of Directors approved, the acceleration of vesting of all out-of-the-money unvested options to purchase shares of common stock of the Company with an exercise price greater than $7.00 held by current employees and executive officers of the Company (but excluding any options granted to members of the Company’s Board of Directors). These options were previously awarded to employees of the Company on February 4, 2004, pursuant to the 2002 Stock Incentive Plan, and would still have been unvested at January 1, 2006. Options to purchase 107,691 shares of common stock are subject to this acceleration. The exercise price per share for these options was $7.03, while the closing price per share on November 9, 2005 was $2.25.

 

The following table summarizes the options subject to acceleration:

 

     Aggregate Number of
Shares Issuable Under
Accelerated Options
   

Exercise Price

Per Share

    Date of Grant

Employees as a group (other than executive officers)

    69,722    $ 7.03    February 4, 2004

Executive officers as a group

    37,969    $ 7.03    February 4, 2004

 

The acceleration of vesting of these out-of-the money options is being undertaken primarily to eliminate any future compensation expense the Company would otherwise recognize in its income statement with respect to these options with the implementation of the Financial Accounting Standard Board (FASB) statement “Share-Based Payment” (FAS 123R) effective for the Company on January 1, 2006. We estimate this compensation expense, before tax, would be approximately $402,763 in aggregate future expenses based on value calculations using the Black-Scholes methodology.

 

- 2 -

SIGNATURE

 

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.
Dated: November 14, 2005       By:   /s/    MARK L. WEINSTEIN        
           

Name:

   Mark L. Weinstein
           

Title:

   President and Chief Executive Officer