| OMB APPROVAL |
| OMB Number: 3235-0362 |
| Expires: January 31, 2005 |
| Estimated average burden hours per response...1.0 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940
| x | Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| o | Form 3 Holdings Reported |
| o | Form 4 Transactions Reported |
| 1. | Name and Address of
Reporting Person* |
2. | Issuer Name and Ticker or
Trading Symbol |
3. | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) |
|||||||
| Quintiles,
Inc. (Last) (First) (Middle) |
Bio-Imaging
Technologies, Inc. (BITI.OB) |
56-1323952 |
||||||||||
| 4709 Creekstone
Drive Riverbirch Building, Suite 200 |
4. | Statement for Month/Year | 5. | If Amendment, Date of Original (Month/Year) | ||||||||
| 12/2002 |
November, 2001 |
|||||||||||
| (Street) | 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group
Reporting (Check Applicable Line) |
||||||||
| Durham NC
27703 (City) (State) (Zip) |
o | Director | o | 10% Owner | o | Form filed by One Reporting Person | ||||||
| o | Officer (give title below) | x | Form filed by More than One Reporting Person | |||||||||
| x | Other (specify below) | |||||||||||
| Former 10% Owner |
||||||||||||
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). |
| Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||||||||||||||||
| 1. | Title of Security (Instr. 3) |
2. | Transaction Date (Month/Day/Year) |
2A. | Deemed Execution Date, if any (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
|||||||||
| Amount | (A) or (D) |
Price | ||||||||||||||||||||||
Page 2
| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 1. | Title of Derivative Security (Instr. 3) |
2. | Conversion or Exercise Price of Derivative Security |
3. | Transaction
Date (Month/Day/Year) |
3A. | Deemed Execution Date, if any (Month/Day/Year) |
4. | Transaction Code (Instr. 8) |
5. | Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
||||||
| (A) | (D) | ||||||||||||||||
| Convertible Promissory Note (1) | |||||||||||||||||
Page 3
| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned —
Continued (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount
of Underlying Securities (Instr. 3 and 4) |
8. | Price of
Derivative Security (Instr. 5) |
9. | Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4) |
10. | Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
||||||
| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
||||||||||||||
| 10/25/01 | 11/01/04 | Common Stock | 919,792 | $.906 | D | ||||||||||||
Explanation of Responses:
Quintiles, Inc. is a wholly-owned subsidiary of Quintiles Transnational Corp. These parties are filing this Form 5 jointly. Quintiles Transnational Corp.’s IRS identification number is 56-1714315.
Because the Issuer has made principal payments against the Convertible Promissory Note (“Note”), the outstanding balance of the Note is convertible into less than 10% of the Issuer’s Common Stock. Therefore, Quintiles, Inc. and Quintiles Transnational Corp. are no longer 10% owners of any equity security of the Issuer.
(1) Convertible at any time at holder’s option into not more than 919,792 shares of the Issuer’s Common Stock; as of February 12, 2003, the Note is convertible into 383,273 shares of the Issuer’s Common Stock.
| QUINTILES, INC. | ||
| /s/ John S. Russell | February 14, 2003 | |
**Signature of Reporting Person |
Date |
|
| |
||
| QUINTILES TRANSNATIONAL CORP. | ||
| /s/ John S. Russell | February 14, 2003 | |
**Signature of Reporting Person |
Date |
|
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. | |
Page 4