UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Bio-Imaging Technologies, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-2872047
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(State of Incorporation or Organization) (IRS Employer Identification No.)
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |X|
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
N/A
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(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.00025 par value
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Bio-Imaging Technologies, Inc., a Delaware corporation
(the "Company"), to be registered on the Nasdaq National Market is the Company's
common stock, $0.00025 par value per share (the "Common Stock").
Each share of Common Stock entitles the holder thereof to one vote on all
matters submitted to a vote of the stockholders. The holders of Common Stock do
not have preemptive rights, sinking fund rights or rights to convert their
Common Stock into other securities. The Company has no right to redeem shares of
its Common Stock. Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors of the Company out of
legally available funds. In the event of a liquidation, dissolution or winding
up, holders of the Common Stock have the right to a ratable portion of the
assets remaining after payment of liabilities, subject to any superior claims of
any shares of the then outstanding preferred stock, $0.00025 par value per share
(the "Preferred Stock"). The rights of the holders of the Common Stock may be
subject to the rights of the Preferred Stock that may be issued by the Board of
Directors without stockholder approval.
PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND THE BYLAWS OF THE
COMPANY THAT MAY PREVENT A CHANGE IN CONTROL
The Company's Certificate of Incorporation, as amended and restated from
time to time, authorizes 1,750,000 shares of Preferred Stock. The Board of
Directors has authority, without further vote of the stockholders, to provide
for the issuance of all or any shares of the Preferred Stock in one or more
classes or series, and to fix for each such class or series the rights,
preferences, privileges and restrictions thereof, including, without limitation,
dividend rights, dividend rates, conversion rights into other capital stock of
the Company, voting rights, terms of redemption, redemption prices or the
designations of such series.
The issuance of Preferred Stock may have the effect of delaying, deferring,
or preventing a change in control of the Company without further action by the
stockholders and may adversely affect the voting and other rights of the holders
of Common Stock. At present, the Company has not issued and has no plans to
issue any of the Preferred Stock.
The Company's Bylaws, as amended and restated from time to time, allow the
Board of Directors to increase the number of directors serving on the Board of
Directors, and the Bylaws state that a vacancy on the Board of Directors,
whether caused by resignation, death, disqualification, removal, an increase in
the authorized number of directors or otherwise, may be filled by the
affirmative vote of a majority of the remaining directors, although less than a
quorum, or by a sole remaining director, or at a special meeting of the
stockholders called by the President, or a vote of a majority of the Board of
Directors. This provision of the Bylaws may have the effect of delaying,
deferring, or preventing a change in control of the Company, may discourage
potential acquisition proposals, and may have the effect of preventing changes
in the management of the Company.
ITEM 2. EXHIBITS.
Not applicable.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Bio-Imaging Technologies, Inc.
Date: December 16, 2003 By: /s/ Ted I. Kaminer
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Ted I. Kaminer
Chief Financial Officer