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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>Bio-Imaging Technologies,
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">

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  <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>
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 <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>001-11182</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>11-2872047</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>

</TABLE>
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cellpadding="0" width="100%" border="0">

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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>826 Newtown-Yardley Road,
Newtown, PA <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>18940</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(267) 757-3000</B>
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cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
applicable<BR>
</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>



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

<P style="font-size: 10pt; text-indent: 6%" align="justify">On May&nbsp;4,
2009, Bio-Imaging Technologies, Inc. (the &#8220;Company&#8221;), BioClinica
Acquisition, Inc., a newly formed wholly-owned subsidiary of the Company
(&#8220;Merger Sub&#8221;), and etrials Worldwide, Inc.
(&#8220;etrials&#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 the Company&#8217;s common stock, par
value $0.00025 per share, and (iii)&nbsp;0.076 newly issued shares of the
Company&#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 the Company and
provides that, in connection with the termination of the Merger Agreement under
specified circumstances, etrials will be required to pay the Company a
termination fee equal to 3% of the Merger Consideration, plus reimburse the
Company for reasonable out of pocket expenses up to $200,000.

<P style="font-size: 10pt; text-indent: 6%" align="justify">The Series&nbsp;A-1
Preferred Stock to be issued in connection with the Offer and Merger has
essentially the same rights as the Company&#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 the
Company&#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 the Company&#8217;s common stock. In
the event the Company 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 the Company 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 the Company 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 Company common stock as reported on the
NASDAQ Global Market during the period that is 20 consecutive trading days
during which the shares of Company 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.

<P style="font-size: 10pt; text-indent: 6%" 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="justify">The Company 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;the Company 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;the Company 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="justify">In the Merger
Agreement, etrials granted to the Company 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="justify">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="justify">The foregoing
descriptions of the Merger Agreement, the Stockholder Support Agreement and the
Series&nbsp;A-1 Preferred Stock are qualified in their entirety by reference to
the full text of the Merger Agreement, which is attached as Exhibit&nbsp;2.1 to
this report and is incorporated in this report by reference, the Form of
Stockholder Support Agreement, which is attached as Exhibit&nbsp;2.2 to this
report and is incorporated in this report by reference, and the Certificate of
Designation of Series&nbsp;A-1 Preferred Stock, which is attached as
Exhibit&nbsp;4.1 to this report and is incorporated in this report by
reference. 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 the Company, Merger Sub or etrials. 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 the Company 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 the Company 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, the Company or
Merger Sub.

<P style="font-size: 10pt; text-indent: 6%" align="justify">The Company and
etrials issued a joint press release on May&nbsp;5, 2009 announcing the
execution of the Merger Agreement. A copy of the press release is included as
Exhibit&nbsp;99.1 to this report and is incorporated in this report by
reference.

<P style="font-size: 10pt; text-indent: 6%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="center"><B>NOTICES</B>

<P style="font-size: 10pt; text-indent: 6%" align="justify">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, the Company 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. At the time the tender offer is commenced,
etrials intends to file with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule&nbsp;14D-9 and, if required,
will, file a proxy statement or information statement with the Securities and
Exchange Commission 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 Securities and Exchange Commission&#8217;s website at www.sec.gov, or from
the information agent the Company selects. In addition, copies of the
solicitation/recommendation statement, the proxy statement and other filings
containing information about the Company, the tender offer and the Merger may
be obtained, if and when available, without charge, by directing a request to
Bio-Imaging Technologies, Inc., Attention: Investor Relations, 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="justify">Safe Harbor Statement

<P style="font-size: 10pt; text-indent: 6%" align="justify">Some statements
contained in, or incorporated by reference in, this report are forward-looking
and are subject to a variety of risks and uncertainties. These forward-looking
statements may be identified by the use of forward-looking words or phrases
such as believe, expect, intend, and anticipate, among others. Such
forward-looking statements include the Company&#8217;s decision to enter into
an agreement to acquire etrials, the ability of the Company and etrials 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. The
forward-looking statements contained in this report are based on the
Company&#8217;s current expectations, and those made at other times will be
based on the Company&#8217;s expectations when the statements are made. The
Company cannot guarantee that any forward-looking statements will be realized.

<P style="font-size: 10pt; text-indent: 6%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
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<DIV
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<P style="font-size: 10pt; text-indent: 6%" align="justify">The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. To comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause actual results and
experience to differ materially from anticipated results or other expectations
expressed in forward-looking statements. The Company also notes that
achievement of anticipated results or expectations in forward-looking
statements is subject to the possibility that assumptions underlying
forward-looking statements will prove to be inaccurate. Investors should bear
this in mind as they consider forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially regarding any statements made about the proposed
transaction between the Company and etrials, the expected timetable for
completing the proposed transaction, the fact that the Company&#8217;s
performance and financial results could differ materially from those reflected
in these forward-looking statements due to the marketplace acceptance of the
Company&#8217;s products/services, the Company&#8217;s ability to execute its
commercial and clinical strategy, the decisions of regulatory authorities, the
results of clinical trials, and strategic decisions regarding the
Company&#8217;s general financial, economic, regulatory and political
conditions affecting the pharmaceutical industries generally. For a discussion
of these and other risks and uncertainties that may effect the forward-looking
statements, please see the risk factors in the Company&#8217;s Annual Report on
Form 10-K and Form 10-K/A for the year ended December&nbsp;31, 2008 which are
on file with the Securities and Exchange Commission. Given these risks and
uncertainties, any or all of these forward-looking statements may prove to be
incorrect. The Company undertakes no obligation to update publicly any
forward-looking statement.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;9.01. Financial
Statements and Exhibits.</B>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
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 <TR valign="bottom">
  <TD width="3%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="96%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 0px solid" nowrap
align="left"><B>(d)</B></TD>
  <TD>&nbsp;</TD>
  <TD><b>Exhibits.</b></TD>
 </TR>
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</TABLE>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
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  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
<!-- End Table Head -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">Exhibit&nbsp;No. </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Description</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD style="border-top: #000000 1px solid" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>

<!-- End Table Head -->
<!-- Begin Table Body -->

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">2.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">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>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">2.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">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>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">4.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Certificate of Designation of Series&nbsp;A-1
Preferred Stock of Bio-Imaging Technologies, Inc.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Joint Press Release, dated as of May&nbsp;5,
2009, of Bio-Imaging Technologies, Inc. and etrials Worldwide, Inc. regarding
execution of the Agreement and Plan of Merger.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
</DIV>

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

<P style="font-size: 10pt; text-indent: 4%" align="justify">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.

<P style="font-size: 10pt; margin-left: 46%" align="justify"><B>BIO-IMAGING
TECHNOLOGIES, INC.</B>

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

<P style="margin-top: -11pt; font-size: 10pt; margin-left: 46%"
align="justify">By:<U>/s/ Ted I.
Kaminer&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><br>Name: Ted I. Kaminer<BR>
Title: Executive VP
Finance and<BR>Administration and Chief Financial Officer

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">&nbsp;

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


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>


 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">Exhibit&nbsp;No. </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Description</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD style="border-top: #000000 1px solid" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">2.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">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>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">2.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">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>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">4.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Certificate of Designation of Series&nbsp;A-1
Preferred Stock of Bio-Imaging Technologies, Inc.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Joint Press Release, dated as of May&nbsp;5,
2009, of Bio-Imaging Technologies, Inc. and etrials Worldwide, Inc. regarding
execution of the Agreement and Plan of Merger.</TD>
 </TR>
<!-- End Table Body -->

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{"company-data": {"conformed-name": "BIO IMAGING TECHNOLOGIES INC", "cik": "0000822418", "assigned-sic": "8734", "irs-number": "112872047", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11182", "film-number": "09795553"}, "business-address": {"street1": "826 NEWTOWN-YARDLEY ROAD", "city": "NEWTOWN", "state": "PA", "zip": "18940-1721", "phone": "2677571360"}, "mail-address": {"street1": "826 NEWTOWN-YARDLEY ROAD", "city": "NEWTOWN", "state": "PA", "zip": "18940-1721"}, "former-company": {"former-conformed-name": "WISE VENTURES INC", "date-changed": "19911023"}}
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
Bio-Imaging Technologies,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
001-11182
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)
Registrant's telephone number,
including area code:
(267) 757-3000
Not
applicable
(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, Bio-Imaging Technologies, Inc. (the "Company"), BioClinica
Acquisition, Inc., a newly formed wholly-owned subsidiary of the Company
("Merger Sub"), and etrials Worldwide, Inc.
("etrials"), 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 the Company's common stock, par
value $0.00025 per share, and (iii) 0.076 newly issued shares of the
Company'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 the Company and
provides that, in connection with the termination of the Merger Agreement under
specified circumstances, etrials will be required to pay the Company a
termination fee equal to 3% of the Merger Consideration, plus reimburse the
Company 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 the Company'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 the
Company'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 the Company's common stock. In
the event the Company 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 the Company 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 the Company 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 Company common stock as reported on the
NASDAQ Global Market during the period that is 20 consecutive trading days
during which the shares of Company 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.
The Company 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) the Company 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) the Company 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 the Company 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, the Stockholder Support Agreement and the
Series A-1 Preferred Stock are qualified in their entirety by reference to
the full text of the Merger Agreement, which is attached as Exhibit 2.1 to
this report and is incorporated in this report by reference, the Form of
Stockholder Support Agreement, which is attached as Exhibit 2.2 to this
report and is incorporated in this report by reference, and the Certificate of
Designation of Series A-1 Preferred Stock, which is attached as
Exhibit 4.1 to this report and is incorporated in this report by
reference. 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 the Company, Merger Sub or etrials. 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 the Company 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 the Company 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, the Company or
Merger Sub.
The Company and
etrials issued a joint press release on May 5, 2009 announcing the
execution of the Merger Agreement. A copy of the press release is included as
Exhibit 99.1 to this report and is incorporated in this report by
reference.
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, the Company 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. At the time the tender offer is commenced,
etrials intends to file with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9 and, if required,
will, file a proxy statement or information statement with the Securities and
Exchange Commission 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 Securities and Exchange Commission's website at www.sec.gov, or from
the information agent the Company selects. In addition, copies of the
solicitation/recommendation statement, the proxy statement and other filings
containing information about the Company, the tender offer and the Merger may
be obtained, if and when available, without charge, by directing a request to
Bio-Imaging Technologies, Inc., Attention: Investor Relations, 826
Newtown-Yardley Road, Newtown, Pennsylvania 18940, or on Bio-Imaging
Technologies, Inc.'s corporate website at www.bioimaging.com.
Safe Harbor Statement
Some statements
contained in, or incorporated by reference in, this report are forward-looking
and are subject to a variety of risks and uncertainties. These forward-looking
statements may be identified by the use of forward-looking words or phrases
such as believe, expect, intend, and anticipate, among others. Such
forward-looking statements include the Company's decision to enter into
an agreement to acquire etrials, the ability of the Company and etrials 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. The
forward-looking statements contained in this report are based on the
Company's current expectations, and those made at other times will be
based on the Company's expectations when the statements are made. The
Company cannot guarantee that any forward-looking statements will be realized.
The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. To comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause actual results and
experience to differ materially from anticipated results or other expectations
expressed in forward-looking statements. The Company also notes that
achievement of anticipated results or expectations in forward-looking
statements is subject to the possibility that assumptions underlying
forward-looking statements will prove to be inaccurate. Investors should bear
this in mind as they consider forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially regarding any statements made about the proposed
transaction between the Company and etrials, the expected timetable for
completing the proposed transaction, the fact that the Company's
performance and financial results could differ materially from those reflected
in these forward-looking statements due to the marketplace acceptance of the
Company's products/services, the Company's ability to execute its
commercial and clinical strategy, the decisions of regulatory authorities, the
results of clinical trials, and strategic decisions regarding the
Company's general financial, economic, regulatory and political
conditions affecting the pharmaceutical industries generally. For a discussion
of these and other risks and uncertainties that may effect the forward-looking
statements, please see the risk factors in the Company's Annual Report on
Form 10-K and Form 10-K/A for the year ended December 31, 2008 which are
on file with the Securities and Exchange Commission. Given these risks and
uncertainties, any or all of these forward-looking statements may prove to be
incorrect. The Company undertakes no obligation to update publicly any
forward-looking statement.
Item 9.01. Financial
Statements and Exhibits.
(d)
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.
4.1
Certificate of Designation of Series A-1
Preferred Stock of Bio-Imaging Technologies, Inc.
99.1
Joint Press Release, dated as of May 5,
2009, of Bio-Imaging Technologies, Inc. and etrials Worldwide, Inc. regarding
execution of the Agreement and Plan of Merger.
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: May 5, 2009
By:
/s/ Ted I.
Kaminer
Name: Ted I. Kaminer
Title: Executive VP
Finance and
Administration and Chief Financial Officer
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.
4.1
Certificate of Designation of Series A-1
Preferred Stock of Bio-Imaging Technologies, Inc.
99.1
Joint Press Release, dated as of May 5,
2009, of Bio-Imaging Technologies, Inc. and etrials Worldwide, Inc. regarding
execution of the Agreement and Plan of Merger.