-----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, Nx12UJvDw5c7iyDifqlXOQvAZADUiwkMdEDot+IM55SaFX+KqbYEQbDWilnKb8J+ inQ7NdzNngnQrUyemYQpFQ== 0000950123-01-503288.txt : 20010608 0000950123-01-503288.hdr.sgml : 20010608 ACCESSION NUMBER: 0000950123-01-503288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010607 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/A SEC ACT: SEC FILE NUMBER: 005-52563 FILM NUMBER: 1655606 BUSINESS ADDRESS: STREET 1: 830 BEAR TAVERN RD CITY: WEST TRENTON STATE: NJ ZIP: 08628 BUSINESS PHONE: 6098832000 MAIL ADDRESS: STREET 1: 830 BEAR TAVERN ROAD CITY: WEST TRENTON STATE: NJ ZIP: 08628 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/A BUSINESS ADDRESS: STREET 1: 1100 E. BROAD STREET, BOX 850 CITY: WESTFIELD STATE: NJ ZIP: 07090 BUSINESS PHONE: 9082380130 SC 13D/A 1 y50071sc13da.txt BIO-IMAGING TECHNOLOGIES, INC. 1 SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. 1746 (2-98) ================================================================================ ================================================================================ UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: October 31, 2002 Estimated average burden hours per response. . . 14.9 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* BIO-IMAGING TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.00025 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 09056N103000 - -------------------------------------------------------------------------------- (CUSIP Number) RICHARD RALPH, TREASURER, 1100 EAST BROAD STREET, BOX 850, WESTFIELD, NJ 07090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 25, 2001 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting 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
CUSIP No. 09056N103000 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Fairview Cemetery Of Westfield Corp. 22-0900920 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) O.O. 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New Jersey Number of Shares Beneficially 7. Sole Voting Power 577,574 Owned by Each Reporting Person 8. Shared Voting Power 0 With 9. Sole Dispositive Power 577,574 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 577,574 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 7.05% 14. Type of Reporting Person (See Instructions) 00-Not-for-Profit-Corporation
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 826 Newton - Yardley Road, Newton, Pennsylvania 18940-1721. 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 Cemetery 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 On January 2, 2001, the Issuer elected to convert 319,446 shares of Series A Convertible Preferred Stock, $.00025 par value per share (the "Series S Preferred Stock") held of record by the Reporting Person into 319,446 shares of restricted common stock, $.00025 par value per share. The Reporting Person acquired the 319,446 shares of Series A Preferred Stock in December 1995 at $1.20 per share. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction was an investment by the Reporting Person in the Issuer as part of the Reporting Persons investment portfolio. The Reporting Person is not a Director or Officer of the Issuer. 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 securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer 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 instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 4 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 interdealer quotation system of a registered national securities association; i. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; j. Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of June 4, 2001, the Reporting Person had an interest in the Securities of the Issuer as follows: Name: Fairview Cemetery of Westfield Corp. No. of Shares: 577,574 Voting Power: Sole Disposition Power: Sole Aggregate Percentage Beneficially Owned*: 7.05% *Based upon 8,190,545 shares of Common Stock outstanding as reported in the Issuer's Form 10-QSB for the quarter ended March 31, 2001. During the past sixty (60) days, the Reporting Person sold 56,000 shares of Common Stock at an average price per share of $0.99. In January and February 2001, the Reporting Person sold 24,700 shares at an average price per share of $.87. In February and March 2000, the Reporting Person sold 104,168 shares at an average price per share of $1.43. All shares of Common Stock were 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: June5, 2001 FAIRVIEW CEMETERY OF WESTFIELD CORP. By: /s/ Richard M. Ralph ----------------------- 5 FAIRVIEW CEMETERY TRUSTEES Attachment I
NUMBER OF SHARES AS TO WHICH NAME & ADDRESS NUMBER OF SOLE POWER PRINCIPAL OF CORPORATE SHARES OWNED PERCENTAGE OF TO VOTE AND NAME OFFICER OCCUPATION EMPLOYER OF ISSUER SHARES OWNED SELL - ---- ------- ---------- -------------- ------------ ------------- ----------- Frank Abella President Investment Investment 732 W. Eight St. Advisor Partners Plainfield, NJ. Group 64,256(1) .78 64,256 07060 732 W. Eighth 561-3622 St. Plainfield, NJ Steven J. Burke Assistant Lawyer Younghans & 0 --- --- 141 Elmer St. Secretary Burke 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 2,500(4) 2,500 100 E. Broad St. Treasurer Director Cemetery P.O. Box 850 Westfield, NJ 07091 Everson F. - - - Retired - - - - - - - - - - - - Pearsall 10 Tisbury Court Scotch Plains, NJ 07076 815-9171 John Ricker - - - Insurance Milo - - - - - - - - - 19 Dartmiouth Associates Ave., Apt. 1-A 1923 Bridgewater, NJ Westfield Ave. 08807 P.O. Bo 190 233-1000 Scotch Plains, NJ 07076 Charles E. - - - CPA Roberts - - - - - - - - - Roberts Bennasu & De 12 Hamilton Spirto Avenue 282 South Cranford, NJ Avenue 07016 Fanwood, NJ 276-0528 (Home) 889-1700 (Office) Barbara - - Architect Vincent & - - - - - - Vincentsen Asso. 238 St. Paul 238 St. Paul Street St. Westfield, NJ Westfield, NJ 07090 07090 232-4662 (Fax) 908-232-4642 232-0359 (H) 233-5845 Anthony Scutti - - - Retired - - - - - - - - - - - - 1065 Seward Avenue Westfield, NJ 07090 Franklyn - - - Retired - - - - - - - - - - - - Sullebarger 550 Highland Drive Westfield, NJ 07090 232-3318 (800) 631-3128 x479 Donald W. - - - Retired - - - - - - - - - - - - MacDonald 21 Giggleswick Way Edison, NJ 08820 (908) 561-7674 (Fax) 561-0889 Bill Shephard - - - Retired - - - --- - - - - - - 109 Golf Edge Westfield, NJ 07090 (908)232-3696
NUMBER OF SHARES AS TO TRANSACTIONS* WHICH SHARED IN ISSUER POWER TO VOTE SECURITIES IN NAME AND SELL LAST 60 DAYS - ---- -------- ------------ Frank Abella 732 W. Eight St. Plainfield, NJ. 07060 4,666(2) 16,667(3) 561-3622 Steven J. Burke 141 Elmer St. --- P.O. Box 340 Westfield, NJ 07091 232-2300 - (H) 273-7327 Arthur C. Fried 623 Kesington Dr. - - - - - - Westfield, NJ 07090 232-5246 Mr. Richard Ralph 100 E. Broad St. - - - - - - P.O. Box 850 Westfield, NJ 07091 Everson F. Pearsall - - - - - - 10 Tisbury Court Scotch Plains, NJ 07076 815-9171 John Ricker 19 Dartmiouth - - - - - - Ave., Apt. 1-A Bridgewater, NJ 08807 233-1000 Charles E. Roberts 12 Hamilton Avenue - - - - - - Cranford, NJ 07016 276-0528 (Home) 889-1700 (Office) Barbara Vincentsen 238 St. Paul Street - - - - - - Westfield, NJ 07090 232-4662 (Fax) 232-0359 (H) 233-5845 Anthony Scutti 1065 Seward Avenue Westfield, NJ - - - - - - 07090 Franklyn Sullebarger 550 Highland Drive - - - - - - Westfield, NJ 07090 232-3318 (800) 631-3128 x479 Donald W. MacDonald 21 Giggleswick Way - - - - - - Edison, NJ 08820 (908) 561-7674 (Fax) 561-0889 Bill Shephard 109 Golf Edge Westfield, NJ 07090 - - - - - - (908)232-3696
- -------- 1 Mr. Abella owns 21,806 shares in a personal account; 42,450 shares in an IRA account. 2 In addition, Mr. Abella's firm, Investment Partners Group, of which he is a CEO owns 4,666 shares for which he claims no beneficial interest. 3 During May 2001, Mr. Abella's firm, Investment Partners Group, also executed a cashless exercise of a warrant at a price of $.63 per share resulting in the acquisition of 16,667 shares, for which he disclaims beneficial interest. 4 Mr. Richard Ralph's shares are held in an IRA Account. *DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW AFFECTED. -----END PRIVACY-ENHANCED MESSAGE-----