-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DK74TCfvzhof0hBwB+Qb38UQRqHRFy/XehKJRP+vj8F27+iy3ZOSStYzxk0Uo5jc iRHBlW3VfKIT8ISwTk47LA== 0000950123-98-000901.txt : 19980205 0000950123-98-000901.hdr.sgml : 19980205 ACCESSION NUMBER: 0000950123-98-000901 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980204 SROS: BSE SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIO IMAGING TECHNOLOGIES INC CENTRAL INDEX KEY: 0000822418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 112872047 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52563 FILM NUMBER: 98521819 BUSINESS ADDRESS: STREET 1: 830 BEAR TAVERN RD STREET 2: C/O JOHN T KEANE CITY: WEST TRENTON STATE: NJ ZIP: 08628 BUSINESS PHONE: 6098832000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRVIEW CEMETERY OF WESTFIELD CORP CENTRAL INDEX KEY: 0001054449 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1100 E. BROAD STREET, BOX 850 CITY: WESTFIELD STATE: NJ ZIP: 07090 BUSINESS PHONE: 9082380130 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* BIO-IMAGING TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.00025 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09056N103000 - -------------------------------------------------------------------------------- (CUSIP Number) Richard Ralph, Treas. 1100 E. Broad Street, Box 850, Westfield, NJ 07090, (908) 238-0130 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's 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). 2 SCHEDULE 13D CUSIP NO. 857304100 PAGE 2 OF 2 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fairview Cemetary of Westfield Corp. 22-0900920 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* W.C. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 491,596 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 491,596 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,596 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00-Not-For-Profit Corporation - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $.00025, par value ("Common Stock") of Bio-Imaging Technologies, Inc. The principal executive offices of the Issuer are presently located at 830 Bear Tavern Road, West Trenton, New Jersey 08628-1020. ITEM 2. IDENTITY AND BACKGROUND The Reporting Person is Fairview Cemetery of Westfield Corp., a Not-for-Profit Corporation organized under New Jersey law. Its principal business is to operate a cemetery. Its principal business and office are at 1100 E. Broad Street, P.O. Box 850, Westfield, New Jersey 07090. Information relating to the trustees of Fairview Cemetary of Westfield Corp., is set forth in Attachment I and is hereby incorporated by reference in this Item 2. Neither Fairview Cemetery of Westfield Corp., nor the trustees listed on Attachment I, during the last five (5) years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Fairview Cemetery of Westfield Corp., nor the trustees listed on Attachment I, during the last five (5) years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person paid a total of $462,637.72 in exchange for 525,596 shares of Common Stock. The source of the funds was from the Reporting Person's working capital. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction was to provide the Reporting Person with Common Stock of the Issuer as part of its investment portfolio. The Reporting Person is not a Director or Officer of the Issuer. 4 The Reporting Person reserves the right to actively pursue various proposals which could relate to or would result in: a. The acquisition by any person of additional securi- ties 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 or any of its subsidiaries; c. A sale or transfer or a material amount of assets of the Issuer or any of its subsidiaries; 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 Issuer's business or corporate structure; g. Changes in the Issuer's charter, by-laws or instru- ments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter- dealer 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 Act; j. Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of January 21, 1998 the Reporting Person had an interest in the Securities of the Issuer as follows: Name: Fairview Cemetery of Westfield Corp. No. of Shares: 491,596 Voting Power: Sole Disposition Power: Sole Aggregate Percentage Beneficially Owned*: 6.32% 2 5 *Based upon 7,773,878 shares of Common Stock outstanding as reported in the Issuer's Form 10-KSB for the year ended September 30, 1997. During the past sixty (60) days, the Reporting Person purchased 45,000 shares of Common Stock at an average price per share of $.67, and sold 34,000 shares at an average price per share of $1.39. All shares of Common Stock were purchased and sold in open market transactions. Information as to the trustees of the Reporting Person is set forth in Attachment I and incorporated in this item by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except as set forth elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Person or the trustees listed on Attachment I, and any other person with respect to any securities of the Issuer, including but not limited to the transfer of voting of any securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None SIGNATURES 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. Dated: January 26, 1998 FAIRVIEW CEMETERY OF WESTFIELD CORP. By: /s/RICHARD M. RALPH SECRETARY/TREASURER 3 6 FAIRVIEW CEMETERY TRUSTEES Attachment I
NUMBER OF NUMBER OF TRANSACTIONS* SHARES AS SHARES AS IN ISSUER TO WHICH TO WHICH SECURITIES IN SOLE POWER SHARED POWER LAST 60 DAYS NAME OFFICER PRINCIPAL NAME & ADDRESS NUMBER OF PERCENTAGE OF TO VOTE AND TO VOTE AND OCCUPATION OF CORPORATE SHARES OWNED SHARES OWNED SELL SELL EMPLOYER OF ISSUER Frank Abella President Investment Investment 732 W. Eight St. Advisor Partners of Plainfield, NJ 07060 America 561-3622 732 W. Eighth St. 21,732(1) .28% 19,400 2,332(2) 3,900 shares Plainfield, NJ purchased @ $.75/shares on 12/23/97 open market. Steven J. Burke Assistant Lawyer Younghans & Burke 0 ---- ---- ---- 141 Elmer St. Secretary P.O. Box 340 Westfield, NJ 07091 232-2300 - (H) 273-7327 Arthur C. Fried Vice Retired ---- ---- ---- ---- ---- ---- 623 Kesington Dr. President Westfield, NJ 07090 232-5246 Mr. Richard Ralph Secretary/ Executive Fairview Cemetery 1,000(3) 1,000 ---- ---- 1100 E. Broad St. Treasurer Director 1100 E. Broad St. P.O. Box 850 P.O. Box 850 Westfield, NJ 07091 Westfield, NJ 07091
(1) Mr. Abella owns 9,500 shares in a personal account; 3,900 shares in an IRA account; and 6,000 shares which are held in the estate of Frank J. Abella, Sr. of which he is Executor; by way of gift Mr. Abella transferred 500 shares to his son Frank J. Abella, III on 12/15/97. (2) In addition, Mr. Abella's firm, Investment Partners of America, of which he is a General Partner owns 2,332 shares for which he claims no beneficial interest. (3) Mr. Richard Ralph's shares are held in an IRA account. * DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW AFFECTED. 7
NAME OFFICER PRINCIPAL NAME & ADDRESS NUMBER OF PERCENTAGE OF NUMBER OF NUMBER OF TRANSACTIONS* OCCUPATION OF CORPORATE SHARES OWNED SHARES OWNED SHARES AS SHARES AS IN ISSUER EMPLOYER OF ISSUER TO WHICH TO WHICH SECURITIES IN SOLE POWER SHARED POWER LAST 60 DAYS Everson F. Pearsall ---- Retired ---- ---- ---- ---- ---- ---- 10 Tisbury Court Scotch Plains, NJ 07076 815-9171 John Ricker ---- Insurance Milo Associates ---- ---- ---- ---- ---- 19 Dartmouth Ave., Apt. 1-A 1923 Westfield Ave. Bridgewater, NJ 08807 P.O. Box 190 233-1000 Scotch Plains, NJ 07076 Charles E. Roberts ---- CPA Roberts Bennasu & ---- ---- ---- ---- ---- 12 Hamilton Avenue De Spirto Cranford, NJ 07016 282 South Avenue 276-0528 (Home) 889-1700 (Office) Fanwood, NJ Barbara Vincentsen --- Architect (Same) ---- ---- ---- ---- ---- 238 St. Paul Street Westfield, NJ 07090 232-4642 (Fax) 232-0359 (H) 233-5845 Anthony Scutti ---- Police Chief Westfield Police ---- ---- ---- ---- ---- 1065 Seward Avenue Department Westfield, NJ 07090 Westfield, NJ 07090 (B) 232-8000 David E. Nowicki ---- Doctor 141 So. Euclid Ave. 14,000 .18% 14,000 ---- 11,500 shares 602 Tremont Avenue Westfield, NJ 07090 purchased @ 11/16 Westfield, NJ 07090 and 2,500 shares (908) 233-9225 (B) 233-9370 @ .75 shares on 1/20/98.
* DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW AFFECTED. 8
NAME OFFICER PRINCIPAL NAME & ADDRESS NUMBER OF PERCENTAGE OF NUMBER OF NUMBER OF TRANSACTIONS* OCCUPATION OF CORPORATE SHARES OWNED SHARES OWNED SHARES AS SHARES AS IN ISSUER EMPLOYER OF ISSUER TO WHICH TO WHICH SECURITIES IN SOLE POWER SHARED POWER LAST 60 DAYS Franklyn Sullebarger ---- Sales Pitman Company ---- ---- ---- ---- ---- 550 Highland Drive Executive Westfield, NJ 07090 232-3318 (800) 631-3128 x 473 Donald W. MacDonald ---- Retired ---- ---- ---- ---- ---- ---- 21 Giggleswick Way Edison, NJ 08820 (908) 561-7674 (Fax) 561-0889
* DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW AFFECTED. -----END PRIVACY-ENHANCED MESSAGE-----