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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT
style="font-size: 12pt">Washington, D.C. 20549 </FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest event reported): May 4, 2009</B>


<P style="font-size: 24pt" align="center"><B>ETRIALS WORLDWIDE, INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name
of registrant as specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>000-50531</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>20-0308891</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>4000 Aerial Center Parkway, Morrisville, North Carolina <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>27560</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number, including area code: <B>(919)
653-3400</B>
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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT face="Wingdings">&#254;</FONT> Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))<BR>


<P>&nbsp;
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<P style="display: none; font-size: 10pt" align="center">1
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<P style="font-size: 10pt; margin-right: 1%" align="left"><B>Item&nbsp;1.01. Entry into a Material Definitive
Agreement.</B>

<P style="font-size: 10pt; text-indent: 6%" align="left">On May&nbsp;4, 2009, etrials Worldwide, Inc., Bio-Imaging
Technologies, Inc. and BioClinica Acquisition, Inc., a newly formed wholly-owned subsidiary of Bio-Imaging
(&#8220;Merger Sub&#8221;), entered into an Agreement and Plan of Merger (the &#8220;Merger Agreement&#8221;) pursuant
to which Merger Sub will commence a tender offer (the &#8220;Offer&#8221;) to acquire all of the outstanding shares of
common stock of etrials (the &#8220;Shares&#8221;) in exchange for: (i) $0.15 in cash, without interest (the
&#8220;Cash Consideration&#8221;), (ii)&nbsp;0.124 newly issued shares of Bio-Imaging&#8217;s common stock, par value
$0.00025 per share, and (iii) 0.076 newly issued shares of Bio-Imaging&#8217;s Series&nbsp;A-1 Preferred Stock, par
value $0.00025 (collectively, the &#8220;Offer Price&#8221;). Following the consummation of the Offer, Merger Sub will
merge with and into etrials (the &#8220;Merger&#8221;), and all Shares not acquired in the Offer (other than Shares
held by the etrials&#8217;s holders who have properly exercised their dissenters&#8217; rights under Section&nbsp;262
of the Delaware General Corporation Law) will be converted into the right to receive the greater of (i)&nbsp;the Offer
Price and (ii)&nbsp;the highest price per Share paid to any holder of etrials common stock pursuant to the Offer, in
the same form of consideration paid (the &#8220;Merger Consideration&#8221;). The Merger Agreement contains customary
representations, warranties and covenants by the parties. etrials has also agreed not to solicit or initiate
discussions with third parties regarding other proposals to acquire etrials and to certain restrictions on its ability
to respond to such proposals. The Merger Agreement also includes customary termination provisions for etrials and
Bio-Imaging and provides that, in connection with the termination of the Merger Agreement under specified
circumstances, etrials will be required to pay Bio-Imaging a termination fee equal to 3% of the Merger Consideration,
plus reimburse Bio-Imaging for reasonable out of pocket expenses up to $200,000.

<P style="font-size: 10pt; text-indent: 6%" align="left">The Series&nbsp;A-1 Preferred Stock to be issued in connection
with the Offer and Merger has essentially the same rights as Bio-Imaging&#8217;s common stock, with the exception of
the conversion and redemption features explained below. The Series&nbsp;A-1 Preferred Stock has the same voting rights
as Bio-Imaging&#8217;s common stock, on an as-if converted to common stock basis. Holders of Series&nbsp;A-1 Preferred
Stock are not entitled to any dividend or liquidation preferences over holders of Bio-Imaging&#8217;s common stock. In
the event Bio-Imaging obtains stockholder approval authorizing an increase of the number of shares of common stock from
18,000,000 to a number of shares of common stock sufficient to include the Series&nbsp;A-1 Preferred Stock on an as-if
converted to common stock basis, all shares of the Series&nbsp;A-1 Preferred stock automatically convert to common
stock on a one share for one share basis, subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization. In the event Bio-Imaging does not obtain such stockholder
approval prior to the first anniversary of the closing of the Merger, then anytime thereafter, each holder of
Series&nbsp;A-1 Preferred Stock may require Bio-Imaging to purchase all or a portion of such holder&#8217;s shares of
Series&nbsp;A-1 Preferred Stock at a price per share of $4.1622 (a 10% premium above the volume-weighted average of the
trading sale prices per share of Bio-Imaging common stock as reported on the NASDAQ Global Market during the period
that is 20 consecutive trading days during which the shares of Bio-Imaging common stock are traded on the NASDAQ Global
Market, ending on, but not including, the second trading day immediately prior to the signing of the Merger Agreement),
subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar
recapitalization.


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<P style="font-size: 10pt" align="center">&nbsp;
<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt; text-indent: 6%" align="left">Bio-Imaging agreed that Merger Sub would commence the Offer as
promptly as practicable. The Offer will remain open for no more than 20 business days, subject to extensions in certain
instances. The obligation to accept for payment and pay for the Shares tendered in the Offer is subject to customary
conditions, including, among other things: (i)&nbsp;the tender of a majority of the total number of outstanding Shares,
on a fully diluted basis, (ii)&nbsp;Bio-Imaging must file a Form S-4 registering the common stock and Series&nbsp;A-1
Preferred Stock to be issued in the Offer, and such registration statement must go effective, (iii)&nbsp;Bio-Imaging
must file a certificate of designation designating the Series&nbsp;A-1 Preferred Stock with the Secretary of State of
the State of Delaware, (iv)&nbsp;the absence of any law prohibiting, restraining or enjoining the Offer, (v)&nbsp;the
absence of any material adverse effects on etrials, (4)&nbsp;the accuracy of the representations of etrials, and
(5)&nbsp;compliance with covenants by etrials.

<P style="font-size: 10pt; text-indent: 6%" align="left">In the Merger Agreement, etrials granted to Bio-Imaging and
Merger Sub an irrevocable option (the &#8220;Top-Up Option&#8221;) to purchase, at a per Share price equal to the
greater of (i) $0.9068 and (ii)&nbsp;an amount equal to the highest price per Share paid pursuant to the Offer, up to
that number of newly issued Shares that, when added to the number of Shares, directly or indirectly, owned by
Bio-Imaging and Merger Sub constitutes one Share more than 90% of the Shares outstanding, on a fully diluted basis. The
Top-Up Option is exercisable only after Bio-Imaging and Merger Sub own at least 80% of the outstanding Shares and prior
to the fifth business day after the expiration date of the Offer or any subsequent offering period, and is not
exercisable if the number of Shares that would need to be issued (taken together with the number of Shares outstanding,
on a fully diluted basis) exceeds the number of authorized but unissued Shares.

<P style="font-size: 10pt; text-indent: 6%" align="left">In addition, certain stockholders of etrials have agreed to
enter into tender and support agreements pursuant to which such stockholders have committed to accept the Offer and to
tender all Shares beneficially owned by them, which represents, in the aggregate, approximately 32.73% of
etrials&#8217;s outstanding Shares.

<P style="font-size: 10pt; text-indent: 6%" align="left">The foregoing descriptions of the Merger Agreement and the
Stockholder Support Agreement are qualified in their entirety by reference to the full texts of the Merger Agreement,
which is attached as Exhibit&nbsp;2.1 to this report and is incorporated in this report by reference, and the form of
Stockholder Support Agreement, which is attached as Exhibit 99.1 to this report and is incorporated in this report by
reference. The foregoing description of the Series&nbsp;A-1 Preferred Stock is qualified in its entirety by reference
to the full text of the Certificate of Designation of Series A-1 Preferred Stock, which is attached as Exhibit&nbsp;4.1
to Bio-Imaging&#8217;s Current Report on Form 8-K filed this day with the SEC and you are encouraged to review that
document. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not
intended to provide any other factual information about etrials, Bio-Imaging or Merger Sub. In particular, the
assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by
information in confidential schedules of exceptions provided by etrials to Bio-Imaging and Merger Sub, and vice versa,
in connection with the signing of the Merger Agreement. These schedules of exceptions contain information that
modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement.
Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk
between etrials and Bio-Imaging and Merger Sub, rather than establishing matters as facts. Accordingly, you should not
rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts
about etrials, Bio-Imaging or Merger Sub.

<P style="font-size: 10pt" align="center">3
<P style="font-size: 10pt" align="center">&nbsp;
<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt; text-indent: 6%" align="left">On May&nbsp;5, 2009, etrials and Bio-Imaging issued a joint
press release announcing the execution of the Merger Agreement. A copy of the press release is attached as
Exhibit&nbsp;99.1 to this report and is incorporated in this report by reference.

<P style="font-size: 10pt; text-indent: 4%" align="left">As a result of the proposed transaction, etrials has cancelled
its previously announced earnings call on May&nbsp;12, 2009

<P style="font-size: 10pt" align="center"><B>NOTICES</B>

<P style="font-size: 10pt; text-indent: 6%" align="left">This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a solicitation of an offer to sell securities of
etrials. The tender offer described herein has not yet been commenced. At the time the tender offer is commenced,
Bio-Imaging and Merger Sub intend to file a tender offer statement on a Schedule&nbsp;TO containing an offer to
purchase, a letter of transmittal and other related documents with the Securities and Exchange Commission, or SEC. At
the time the tender offer is commenced, etrials intends to file with the SEC a solicitation/recommendation statement on
Schedule&nbsp;14D-9 and, if required, will file a proxy statement or information statement with the SEC in connection
with the Merger, the second step of the transaction, at a later date. Such documents will be mailed to stockholders of
record and will also be made available for distribution to beneficial owners of common stock of etrials. The
solicitation of offers to buy Shares will only be made pursuant to the offer to purchase, the letter of transmittal and
related documents. Stockholders are advised to read the offer to purchase and the letter of transmittal, the
solicitation/recommendation statement, the proxy statement, the information statement and all related documents, if and
when such documents are filed and become available, as they will contain important information about the tender offer
and proposed Merger. Stockholders can obtain these documents when they are filed and become available free of charge
from the SEC&#8217;s website at www.sec.gov, or from the information agent to be selected by Bio-Imaging. In addition,
copies of the solicitation/recommendation statement, the proxy statement and other filings containing information about
Bio-Imaging, the tender offer and the Merger may be obtained, if and when available, without charge, by directing a
request to either; etrials Worldwide, Inc., Attention: Jay Trepanier,
Chief Financial Officer, at
4000 Aerial Center Parkway, Morrisville, North Carolina 27560, or on etrials&#8217;s
corporate website at www.etrials.com; or to Bio-Imaging Technologies, Inc., Attention:
Investor Relations, at 826 Newtown-Yardley Road, Newtown,
Pennsylvania 18940, or on Bio-Imaging Technologies, Inc.&#8217;s corporate website at www.bioimaging.com.

<P style="font-size: 10pt" align="center">4
<P style="font-size: 10pt" align="center">&nbsp;
<P style="display: none; font-size: 10pt" align="center">4
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<P style="font-size: 10pt" align="center">Safe Harbor Statement

<P style="font-size: 10pt; text-indent: 6%" align="left">This report contains forward-looking statements, including
statements regarding the proposed transaction between etrials and Bio-Imaging. All of these forward-looking statements
involve risks and uncertainties. Actual results could differ materially from those discussed. Factors that could cause
or contribute to such differences include, but are not limited to, the ability of etrials and Bio-Imaging to complete
the transaction contemplated by the Merger Agreement, including the parties&#8217; ability to satisfy the conditions
set forth in the Merger Agreement, and the possibility of any termination of the Merger Agreement. In addition, other
important factors that could cause results to differ materially include those related to the expected timing and
financial or other benefits of the transaction, the timing of filings and approvals related to the transaction and the
expected timing of the closing of the transaction, the ability of etrials and Bio-Imaging to execute their business
strategy if the proposed transaction is consummated, strategic decisions regarding etrials&#8217; and
Bio-Imaging&#8217;s businesses, and general financial, economic, regulatory and political conditions affecting the
economy and the pharmaceutical industries generally. More information about potential factors that could cause actual
results to differ from the forward-looking statements included in this report is included in etrials&#8217; filings
with the SEC, including the &#8220;Risk Factors&#8221; section of etrials&#8217; Annual Report on Form 10-K
for the year ended December&nbsp;31, 2008. All forward-looking statements are based on information available to
etrials on the date hereof, and etrials assumes no obligation to update such statements, except as required by law.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD colspan="2" style="background: none transparent scroll repeat 0% 0%" width="4%"><U>Exhibit&nbsp;No.</U></TD>
  <TD width="1%">&nbsp;</TD>
  <TD> <U>Description</U></TD>
 </TR>

</TABLE>


<DIV>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="6%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">2.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Agreement and Plan of Merger, dated as of May&nbsp;4, 2009, by and among Bio-Imaging Technologies, Inc.,
BioClinica Acquisition, Inc. and etrials Worldwide, Inc.</TD>
 </TR>

</TABLE>
</DIV>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="6%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">2.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Form of Stockholder Support Agreement, dated May&nbsp;4, 2009, by and among Bio-Imaging Technologies, Inc. and
the directors, executive officers and certain stockholders of etrials Worldwide, Inc.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="6%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">99.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Joint press release, dated May&nbsp;5, 2009, of etrials Worldwide, Inc.and Bio-Imaging Technologies, Inc.</TD>
 </TR>

</TABLE>


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<P style="font-size: 10pt" align="center">&nbsp;
<P style="display: none; font-size: 10pt" align="center">5
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<P style="font-size: 10pt" align="center">SIGNATURE

<P style="font-size: 10pt; text-indent: 4%" align="left">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 thereunto duly
authorized.

<P style="font-size: 10pt; margin-left: 46%" align="left">ETRIALS WORLDWIDE, INC.

<P style="font-size: 10pt" align="left">Date: May&nbsp;5, 2009

<P style="font-size: 10pt; margin-left: 46%" align="left"><U><B>/</B>s/ Joseph (Jay) F. Trepanier,
III&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Joseph (Jay) F. Trepanier, III <BR>
Chief Financial Officer

<P style="font-size: 10pt" align="center">6
<P style="font-size: 10pt" align="center">&nbsp;
<P style="display: none; font-size: 10pt" align="center">6
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<P style="font-size: 10pt" align="center">EXHIBIT INDEX

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD colspan="2" style="background: none transparent scroll repeat 0% 0%" width="4%"><U>Exhibit&nbsp;No.</U></TD>
  <TD width="1%">&nbsp;</TD>
  <TD> <U>Description</U></TD>
 </TR>

</TABLE>


<DIV>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="6%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">2.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Agreement and Plan of Merger, dated as of May&nbsp;4, 2009, by and among Bio-Imaging Technologies, Inc.,
BioClinica Acquisition, Inc. and etrials Worldwide, Inc.</TD>
 </TR>

</TABLE>
</DIV>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="6%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">2.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Form of Stockholder Support Agreement, dated May&nbsp;4, 2009, by and among Bio-Imaging Technologies, Inc. and
the directors, executive officers and certain stockholders of etrials Worldwide, Inc.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="6%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">99.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Joint press release, dated May&nbsp;5, 2009, of etrials Worldwide, Inc.and Bio-Imaging Technologies, Inc.</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">7
<P style="font-size: 10pt" align="center">&nbsp;
<P style="display: none; font-size: 10pt" align="center">7
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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): May 4, 2009
ETRIALS WORLDWIDE, INC.
(Exact name
of registrant as specified in its charter)
Delaware
000-50531
20-0308891
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4000 Aerial Center Parkway, Morrisville, North Carolina
27560
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(919)
653-3400
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
þ
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 May 4, 2009, etrials Worldwide, Inc., Bio-Imaging
Technologies, Inc. and BioClinica Acquisition, Inc., a newly formed wholly-owned subsidiary of Bio-Imaging
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which Merger Sub will commence a tender offer (the "Offer") to acquire all of the outstanding shares of
common stock of etrials (the "Shares") in exchange for: (i) $0.15 in cash, without interest (the
"Cash Consideration"), (ii) 0.124 newly issued shares of Bio-Imaging's common stock, par value
$0.00025 per share, and (iii) 0.076 newly issued shares of Bio-Imaging's Series A-1 Preferred Stock, par
value $0.00025 (collectively, the "Offer Price"). Following the consummation of the Offer, Merger Sub will
merge with and into etrials (the "Merger"), and all Shares not acquired in the Offer (other than Shares
held by the etrials's holders who have properly exercised their dissenters' rights under Section 262
of the Delaware General Corporation Law) will be converted into the right to receive the greater of (i) the Offer
Price and (ii) the highest price per Share paid to any holder of etrials common stock pursuant to the Offer, in
the same form of consideration paid (the "Merger Consideration"). The Merger Agreement contains customary
representations, warranties and covenants by the parties. etrials has also agreed not to solicit or initiate
discussions with third parties regarding other proposals to acquire etrials and to certain restrictions on its ability
to respond to such proposals. The Merger Agreement also includes customary termination provisions for etrials and
Bio-Imaging and provides that, in connection with the termination of the Merger Agreement under specified
circumstances, etrials will be required to pay Bio-Imaging a termination fee equal to 3% of the Merger Consideration,
plus reimburse Bio-Imaging for reasonable out of pocket expenses up to $200,000.
The Series A-1 Preferred Stock to be issued in connection
with the Offer and Merger has essentially the same rights as Bio-Imaging's common stock, with the exception of
the conversion and redemption features explained below. The Series A-1 Preferred Stock has the same voting rights
as Bio-Imaging's common stock, on an as-if converted to common stock basis. Holders of Series A-1 Preferred
Stock are not entitled to any dividend or liquidation preferences over holders of Bio-Imaging's common stock. In
the event Bio-Imaging obtains stockholder approval authorizing an increase of the number of shares of common stock from
18,000,000 to a number of shares of common stock sufficient to include the Series A-1 Preferred Stock on an as-if
converted to common stock basis, all shares of the Series A-1 Preferred stock automatically convert to common
stock on a one share for one share basis, subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization. In the event Bio-Imaging does not obtain such stockholder
approval prior to the first anniversary of the closing of the Merger, then anytime thereafter, each holder of
Series A-1 Preferred Stock may require Bio-Imaging to purchase all or a portion of such holder's shares of
Series A-1 Preferred Stock at a price per share of $4.1622 (a 10% premium above the volume-weighted average of the
trading sale prices per share of Bio-Imaging common stock as reported on the NASDAQ Global Market during the period
that is 20 consecutive trading days during which the shares of Bio-Imaging common stock are traded on the NASDAQ Global
Market, ending on, but not including, the second trading day immediately prior to the signing of the Merger Agreement),
subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar
recapitalization.
2
Bio-Imaging agreed that Merger Sub would commence the Offer as
promptly as practicable. The Offer will remain open for no more than 20 business days, subject to extensions in certain
instances. The obligation to accept for payment and pay for the Shares tendered in the Offer is subject to customary
conditions, including, among other things: (i) the tender of a majority of the total number of outstanding Shares,
on a fully diluted basis, (ii) Bio-Imaging must file a Form S-4 registering the common stock and Series A-1
Preferred Stock to be issued in the Offer, and such registration statement must go effective, (iii) Bio-Imaging
must file a certificate of designation designating the Series A-1 Preferred Stock with the Secretary of State of
the State of Delaware, (iv) the absence of any law prohibiting, restraining or enjoining the Offer, (v) the
absence of any material adverse effects on etrials, (4) the accuracy of the representations of etrials, and
(5) compliance with covenants by etrials.
In the Merger Agreement, etrials granted to Bio-Imaging and
Merger Sub an irrevocable option (the "Top-Up Option") to purchase, at a per Share price equal to the
greater of (i) $0.9068 and (ii) an amount equal to the highest price per Share paid pursuant to the Offer, up to
that number of newly issued Shares that, when added to the number of Shares, directly or indirectly, owned by
Bio-Imaging and Merger Sub constitutes one Share more than 90% of the Shares outstanding, on a fully diluted basis. The
Top-Up Option is exercisable only after Bio-Imaging and Merger Sub own at least 80% of the outstanding Shares and prior
to the fifth business day after the expiration date of the Offer or any subsequent offering period, and is not
exercisable if the number of Shares that would need to be issued (taken together with the number of Shares outstanding,
on a fully diluted basis) exceeds the number of authorized but unissued Shares.
In addition, certain stockholders of etrials have agreed to
enter into tender and support agreements pursuant to which such stockholders have committed to accept the Offer and to
tender all Shares beneficially owned by them, which represents, in the aggregate, approximately 32.73% of
etrials's outstanding Shares.
The foregoing descriptions of the Merger Agreement and the
Stockholder Support Agreement are qualified in their entirety by reference to the full texts of the Merger Agreement,
which is attached as Exhibit 2.1 to this report and is incorporated in this report by reference, and the form of
Stockholder Support Agreement, which is attached as Exhibit 99.1 to this report and is incorporated in this report by
reference. The foregoing description of the Series A-1 Preferred Stock is qualified in its entirety by reference
to the full text of the Certificate of Designation of Series A-1 Preferred Stock, which is attached as Exhibit 4.1
to Bio-Imaging's Current Report on Form 8-K filed this day with the SEC and you are encouraged to review that
document. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not
intended to provide any other factual information about etrials, Bio-Imaging or Merger Sub. In particular, the
assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by
information in confidential schedules of exceptions provided by etrials to Bio-Imaging and Merger Sub, and vice versa,
in connection with the signing of the Merger Agreement. These schedules of exceptions contain information that
modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement.
Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk
between etrials and Bio-Imaging and Merger Sub, rather than establishing matters as facts. Accordingly, you should not
rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts
about etrials, Bio-Imaging or Merger Sub.
3
On May 5, 2009, etrials and Bio-Imaging issued a joint
press release announcing the execution of the Merger Agreement. A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated in this report by reference.
As a result of the proposed transaction, etrials has cancelled
its previously announced earnings call on May 12, 2009
NOTICES
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a solicitation of an offer to sell securities of
etrials. The tender offer described herein has not yet been commenced. At the time the tender offer is commenced,
Bio-Imaging and Merger Sub intend to file a tender offer statement on a Schedule TO containing an offer to
purchase, a letter of transmittal and other related documents with the Securities and Exchange Commission, or SEC. At
the time the tender offer is commenced, etrials intends to file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 and, if required, will file a proxy statement or information statement with the SEC in connection
with the Merger, the second step of the transaction, at a later date. Such documents will be mailed to stockholders of
record and will also be made available for distribution to beneficial owners of common stock of etrials. The
solicitation of offers to buy Shares will only be made pursuant to the offer to purchase, the letter of transmittal and
related documents. Stockholders are advised to read the offer to purchase and the letter of transmittal, the
solicitation/recommendation statement, the proxy statement, the information statement and all related documents, if and
when such documents are filed and become available, as they will contain important information about the tender offer
and proposed Merger. Stockholders can obtain these documents when they are filed and become available free of charge
from the SEC's website at www.sec.gov, or from the information agent to be selected by Bio-Imaging. In addition,
copies of the solicitation/recommendation statement, the proxy statement and other filings containing information about
Bio-Imaging, the tender offer and the Merger may be obtained, if and when available, without charge, by directing a
request to either; etrials Worldwide, Inc., Attention: Jay Trepanier,
Chief Financial Officer, at
4000 Aerial Center Parkway, Morrisville, North Carolina 27560, or on etrials's
corporate website at www.etrials.com; or to Bio-Imaging Technologies, Inc., Attention:
Investor Relations, at 826 Newtown-Yardley Road, Newtown,
Pennsylvania 18940, or on Bio-Imaging Technologies, Inc.'s corporate website at www.bioimaging.com.
4
Safe Harbor Statement
This report contains forward-looking statements, including
statements regarding the proposed transaction between etrials and Bio-Imaging. All of these forward-looking statements
involve risks and uncertainties. Actual results could differ materially from those discussed. Factors that could cause
or contribute to such differences include, but are not limited to, the ability of etrials and Bio-Imaging to complete
the transaction contemplated by the Merger Agreement, including the parties' ability to satisfy the conditions
set forth in the Merger Agreement, and the possibility of any termination of the Merger Agreement. In addition, other
important factors that could cause results to differ materially include those related to the expected timing and
financial or other benefits of the transaction, the timing of filings and approvals related to the transaction and the
expected timing of the closing of the transaction, the ability of etrials and Bio-Imaging to execute their business
strategy if the proposed transaction is consummated, strategic decisions regarding etrials' and
Bio-Imaging's businesses, and general financial, economic, regulatory and political conditions affecting the
economy and the pharmaceutical industries generally. More information about potential factors that could cause actual
results to differ from the forward-looking statements included in this report is included in etrials' filings
with the SEC, including the "Risk Factors" section of etrials' Annual Report on Form 10-K
for the year ended December 31, 2008. All forward-looking statements are based on information available to
etrials on the date hereof, and etrials assumes no obligation to update such statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of May 4, 2009, by and among Bio-Imaging Technologies, Inc.,
BioClinica Acquisition, Inc. and etrials Worldwide, Inc.
2.2
Form of Stockholder Support Agreement, dated May 4, 2009, by and among Bio-Imaging Technologies, Inc. and
the directors, executive officers and certain stockholders of etrials Worldwide, Inc.
99.1
Joint press release, dated May 5, 2009, of etrials Worldwide, Inc.and Bio-Imaging Technologies, Inc.
5
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 thereunto duly
authorized.
ETRIALS WORLDWIDE, INC.
Date: May 5, 2009
/
s/ Joseph (Jay) F. Trepanier,
III
Joseph (Jay) F. Trepanier, III
Chief Financial Officer
6
EXHIBIT INDEX
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of May 4, 2009, by and among Bio-Imaging Technologies, Inc.,
BioClinica Acquisition, Inc. and etrials Worldwide, Inc.
2.2
Form of Stockholder Support Agreement, dated May 4, 2009, by and among Bio-Imaging Technologies, Inc. and
the directors, executive officers and certain stockholders of etrials Worldwide, Inc.
99.1
Joint press release, dated May 5, 2009, of etrials Worldwide, Inc.and Bio-Imaging Technologies, Inc.
7