def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Bio-Imaging Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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BIO-IMAGING TECHNOLOGIES, INC.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940-1721
To Our Stockholders:
You are most cordially invited to attend the 2007 Annual Meeting of Stockholders of
Bio-Imaging Technologies, Inc. at 11:00 A.M., local time, on Wednesday, May 9, 2007, at the
Companys principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania
18940-1721.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be
presented at the meeting.
It is important that your shares be represented at this meeting to ensure the presence of a
quorum. Whether or not you plan to attend the meeting, we hope that you will have your shares
represented by signing, dating and returning your proxy in the enclosed envelope, which requires no
postage if mailed in the United States, as soon as possible. Your shares will be voted in
accordance with the instructions you have given in your proxy.
Thank you for your continued support.
Sincerely,
Mark L. Weinstein
President and Chief Executive Officer
BIO-IMAGING TECHNOLOGIES, INC.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940-1721
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 9, 2007
The Annual Meeting of Stockholders (the Meeting) of Bio-Imaging Technologies, Inc., a
Delaware corporation (the Company), will be held at the Companys principal executive offices at
826 Newtown-Yardley Road, Newtown, Pennsylvania 18940-1721, on Wednesday, May 9, 2007, at 11:00
A.M., local time, for the following purposes:
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To elect eight directors to serve until the next Annual Meeting of Stockholders and until
their respective successors shall have been duly elected and qualified; |
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To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the year ending December 31, 2007; and |
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To transact such other business as may properly come before the Meeting or any adjournment or
adjournments thereof. |
Holders of our Common Stock, $0.00025 par value per share, of record at the close of business
on March 30, 2007 are entitled to notice of and to vote at the Meeting, or any adjournment or
adjournments thereof. A complete list of such stockholders will be open to the examination of any
stockholder at our principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania
for a period of 10 days prior to the Meeting and will be available for examination at the Meeting.
The Meeting may be adjourned from time to time without notice other than by announcement at the
Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU MAY
HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF
PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY
GRANTED MAY BE REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED. IF
YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR
ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES
WILL BE VOTED.
By Order of the Board of Directors
Ted L. Kaminer
Secretary
Newtown, Pennsylvania
April 9, 2007
Our 2006 Annual Report accompanies this Proxy Statement.
BIO-IMAGING TECHNOLOGIES, INC.
826 Newtown-Yardley Road
Newtown, Pennsylvania 18940-1721
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the Board of
Directors of Bio-Imaging Technologies, Inc., a Delaware corporation, referred to as the Company
or Bio-Imaging, we, us or our, of proxies to be voted at the Annual Meeting of Stockholders
of Bio-Imaging to be held on Wednesday, May 9, 2007, referred to as the Meeting, at the Companys
principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940-1721, at
11:00 A.M., local time, and at any adjournment or adjournments thereof. Holders of record of
Common Stock, $0.00025 par value, referred to as our Common Stock, as of the close of business on
March 30, 2007 will be entitled to notice of and to vote at the Meeting and any adjournment or
adjournments thereof. As of that date, there were 11,582,342 shares of Common Stock issued and
outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on any matter
presented at the Meeting. The aggregate number of votes entitled to be cast at the Meeting is
11,582,342.
If proxies in the accompanying form are properly executed and returned, the shares of Common
Stock represented thereby will be voted in the manner specified therein. If not otherwise
specified, the shares of Common Stock represented by the proxies will be voted: (i) FOR the
election of the eight nominees named below as directors; (ii) FOR the ratification of the
appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
the year ending December 31, 2007; and (iii) in the discretion of the persons named in the enclosed
form of proxy, on any other proposals which may properly come before the Meeting or any adjournment
or adjournments thereof. Any stockholder who has submitted a proxy may revoke it at any time
before it is voted, by written notice addressed to and received by the Secretary of Bio-Imaging, by
submitting a duly executed proxy bearing a later date or by electing to vote in person at the
Meeting. The mere presence at the Meeting of the person appointing a proxy does not, however,
revoke the appointment.
The presence, in person or by proxy, of holders of shares of Common Stock having, in the
aggregate, a majority of the votes entitled to be cast at the Meeting shall constitute a quorum.
The affirmative vote by the holders of a plurality of the shares of Common Stock represented at the
Meeting is required for the election of directors, provided a quorum is present in person or by
proxy. Provided a quorum is present in person or by proxy, all other actions proposed herein,
other than the election of directors, may be taken upon the affirmative vote of stockholders
possessing a majority of the voting power present or represented at the Meeting and entitled to
vote.
Abstentions are included in the shares present at the Meeting for purposes of determining
whether a quorum is present, and are counted as a vote against for purposes of determining whether
a proposal is approved. Broker non-votes (when shares are represented at the Meeting by a proxy
conferring only limited authority to vote on certain matters and no authority to vote on other
matters) are included in the determination of the number of shares represented at the Meeting for
purposes of determining whether a quorum is present but are not counted for purposes of determining
whether a proposal has been approved and thus have no effect on the outcome.
This Proxy Statement, together with the related proxy card, is being mailed to our
stockholders on or about April 9, 2007. The Annual Report to Stockholders of Bio-Imaging for the
fiscal year ended December 31, 2006, or fiscal 2006, including financial statements, referred to as
the Annual Report, is being mailed together with this Proxy Statement to all stockholders of record
as of March 30, 2007. In addition, we have provided brokers, dealers, banks, voting trustees and
their nominees, at our expense, with additional copies of the Annual Report so that such record
holders could supply such materials to beneficial owners as of March 30, 2007.
TABLE OF CONTENTS
ELECTION OF DIRECTORS
At the Meeting, eight directors are to be elected, which number shall constitute our entire
Board of Directors, to hold office until the next Annual Meeting of Stockholders and until their
successors shall have been duly elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to vote the stock
represented thereby, unless otherwise specified in the proxy, for the election as directors of the
persons whose names and biographies appear below. All of the persons whose names and biographies
appear below are at present directors of Bio-Imaging. In the event any of the nominees should
become unavailable or unable to serve as a director, it is intended that votes will be cast for a
substitute nominee designated by the Board of Directors. The Board of Directors has no reason to
believe that the nominees named will be unable to serve if elected. Each of the nominees has
consented to being named in this Proxy Statement and to serve if elected.
The following are the nominees for election to the Board of Directors and all are current
members of the Board of Directors:
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Mark L. Weinstein
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1998 |
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President, Chief
Executive Officer
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Jeffrey H. Berg, Ph.D.
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1994 |
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Director |
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Richard F. Cimino
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2005 |
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Director |
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E. Martin Davidoff, CPA, Esq.
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2004 |
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Director |
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David E. Nowicki, D.M.D.
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1998 |
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Chairman of the Board
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David M. Stack
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Paula B. Stafford
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Director |
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James A. Taylor, Ph.D.
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1994 |
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Director |
The principal occupations and business experience, for at least the past five years, of each
director and nominee is as follows:
Mr. Weinstein has been a director of Bio-Imaging since March 1998 and has served as the
President and Chief Executive Officer of Bio-Imaging since February 1998. Mr. Weinstein also
served as the Chief Financial Officer of Bio-Imaging from January 31, 2000 to February 18, 2003.
Mr. Weinstein joined Bio-Imaging in June 1997 as Senior Vice President, Sales and Marketing and was
appointed Interim Chief Executive Officer in December 1997. Prior to joining Bio-Imaging, from
September 1996 to May 1997, he was the Chief Operating Officer of Internet Tradeline, Inc., an
internet-based electronic solutions provider. From July 1991 to August 1996, Mr. Weinstein worked
for Medical Economics Company, an international health care information company and wholly-owned
division of The Thomson Corporation. He held several senior management positions at Medical
Economics Company with his last position being President and Chief Operating Officer of the
International Group.
Dr. Berg has been a director of Bio-Imaging since January 1994, and is currently the President
of Health Care Insights, a healthcare research and consulting firm. Dr. Berg has been President of
Health Care Insights since
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March 1991. From February 2004 until April 2005, he was the Director of
Medical Technology for Crystal Research Associates. He was an analyst for HCFP/Brenner Securities
from May 2002 to January 2004. From September 1995 to May 2002, Dr. Berg was a senior research
analyst for MH Meyerson, a brokerage firm. While President of Health Care Insights, from January
1994 to June 1995, Dr. Berg also served as a financial analyst for GKN Securities Corp., an
investment banking firm which served as the underwriter in the Companys June 1992 public offering,
and was a financial analyst from March 1992 until December 1992 for The Chicago Corporation, a
brokerage firm.
Mr. Cimino has been a director of Bio-Imaging since February 2005. Mr. Cimino joined Covance
in December 2003. He is President, Late Stage Development Services and Corporate Senior Vice
President of Covance, Inc. and is responsible for the global Clinical Development, IVRS and Cardiac
Safety businesses. Mr. Cimino is a member of the Global Leadership Council, Operational Excellence
Council and reports to the Chairman and Chief Executive Officer. Prior to joining Covance, Mr.
Cimino was General Manager, Americas Health Imaging and Corporate Vice President of the Eastman
Kodak Company from January 2001 to July 2003. Prior to that time, he held senior management
positions in multiple lines of business over a 20-year career at Kodak. These included General
Manager for the Health Groups Americas business. In addition, he was the Chief Marketing Officer
for the Health Group responsible for global marketing communications, investor relations, and
strategy and business development. Mr. Cimino also managed Kodaks Digital Health Imaging
business. Mr. Cimino holds a Bachelors degree in Biology from the State University of New York at
Geneseo.
Mr. Davidoff has been a director of Bio-Imaging since May 2004 and has operated his own tax
practice, as both a certified public accountant and tax attorney, since 1981. He currently serves
on the Executive Committee as Vice President and as the national Chair of the Internal Revenue
Service Tax Liaison Committee for the American Association of Attorney-Certified Public
Accountants. As a member of the AICPAs Tax Division, he has served on the Tax Legislative Liaison
Committee. He completed two years on the Executive Committee of the New Jersey Society of
Certified Public Accountants (NJSCPA), having served as the organizations Secretary and as Vice
President for Taxation and Legislation. Mr. Davidoff has also served as President of the
Middlesex/Somerset chapter of the NJSCPA and as the chairman of the NJSCPA Federal Taxation and
Membership Committees. Mr. Davidoff is a member of the tax section of the New Jersey Bar
Association. In 1995, Mr. Davidoff was appointed by then Governor Christine Todd Whitman to the
White House Conference on Small Business. Among the honors he has received are the 1998/1999 New
Jersey Society of CPAs Distinguished Service Award for his dedicated service and commitment to the
Society; the SBA 1997 Accountant Advocate of the Year for New Jersey and Region II (New York, New
Jersey, Virgin Islands, and Puerto Rico); and the 1998 Nicholas Maul Leadership Award from the
Middlesex County Regional Chamber of Commerce. Selected as one of the 2004, 2005 and 2006 Top 100
Most Influential People in Accounting by Accounting Today in their September 20-October 10,
2004, September 26-October 10, 2005, and September 18-October 1, 2006 editions. Accounting
Today noted that Davidoffs views on issues affecting tax practice are heard at the highest
levels of government. Mr. Davidoff received his undergraduate degree from Massachusetts Institute
of Technology, an MBA from Boston University Graduate School of Management, and a JD from the
Washington University School of Law.
Dr. Nowicki has been a director of Bio-Imaging since July 1998 and was appointed Chairman of
the Board of Directors of Bio-Imaging in October 1999. Dr. Nowicki has had a private practice in
periodontics and dental implants since September 1981. Dr. Nowicki received his DMD from the
University of Medicine and Dentistry of New Jersey in 1976. He completed his postdoctoral training
in Periodontology in 1978 and subsequently served on the postgraduate faculty of the University of
Medicine and Dentistry of New Jersey as an associate clinical professor until 1994. He has
lectured nationally about periodontology, computer imaging for implant surgery, and systems
thinking in health care.
Mr. Stack has been a director of Bio-Imaging since January 2000. Mr. Stack was appointed
Executive Partner of MPM Capital, the largest health venture capital firm dedicated to healthcare
investment, in May 2005, and is also the Managing Partner of Stack Pharmaceuticals, Inc., a
commercialization, marketing and strategy firm serving emerging healthcare companies. Mr. Stack
has been with Stack Pharmaceuticals since September 2004.
From September 2001 until August 2004, he was President, Chief Executive Officer and Director for
The Medicines Company (NASDAQ: MDCO). Prior to The Medicines Company, he was also the President of
Stack Pharmaceuticals, Inc., where MDCO was one of the primary customers. From May 1995 to
December 1999, Mr.
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Stack served as the President and General Manager of Innovex Inc., responsible
for the Americas. Innovex Inc. was a commercial solutions company offering a full range of
marketing, sales and clinical research capabilities to pharmaceutical and biotechnology customers.
From April 1993 to May 1995, Mr. Stack was the Vice President of Business Development and
Marketing for Immunomedics, Inc., a biopharmaceutical focusing on monoclonal antibodies in
infectious disease and oncology. From May 1992 to March 1993, Mr. Stack had been the Director of
Business Development and Planning for Infectious Disease, Oncology and Virology of Roche
Laboratories where he was the Therapeutic World Leader for Infectious Disease. Prior to that, he
held various positions with Roche Laboratories for approximately 11 years, and was a retail and
hospital pharmacist for three years after graduating from Albany College of Pharmacy.
Ms. Stafford has been a director of Bio-Imaging since November 2001. She is currently
Executive Vice President of Global Data Management within the Clinical Research Organization of
Quintiles Transnational Corp. since August 2005. Her business unit comprises nearly 1,100 data
management professionals from nine offices across five continents. From September 2004 to August
2005, Ms. Stafford was Executive Vice President, Client and Site Operations, Clinical Development
Services for Quintiles Americas. From May 2003 to September 2004, Ms. Stafford was Executive Vice
President, General Manager Southeast Region, Clinical Development Services for Quintiles, Inc.
Prior to May 2003, Ms. Stafford held the position of Executive Vice President, Scientific
Operations, Clinical Development Services for Quintiles, Inc. since February 2000. From 1997 to
2000, Ms. Stafford was Head of Business Development for Quintiles CRO division in the Americas.
Ms. Stafford has held numerous positions during her 20 plus years with Quintiles including
positions in Project Management in the United States and Europe, Business Development, Scientific
Operations, and General Management. She is also a member of the Board of Visitors for the
University of North Carolina at Chapel Hill School of Medicines Department of Psychiatry. Ms.
Stafford holds a Bachelor of Science and a Masters in Public Health, both from the University of
North Carolina at Chapel Hill, with her specialization in Biostatistics.
Dr. Taylor has been a director of Bio-Imaging since October 1994, has been a partner at
Merchant-Taylor International, Inc., a bio-pharmaceutical consulting firm, since May 1995 and has
been President of Taylor Associates, a regulatory and product development consulting firm since
October 1992. From 1987 to 1992, Dr. Taylor was Vice President and Chief Regulatory Officer of
ImmunoGen Inc., a pharmaceutical company. From 1983 to 1987, he was Vice President, Regulatory
Affairs of Carter-Wallace, Inc. Prior to that, Dr. Taylor was employed in various capacities by
ICI Pharmaceuticals for four years and Pfizer Central Research for 12 years.
None of our directors is related to any other director or to any of our executive officers,
and none of our executive officers serves as a member of the board or compensation committee, or
other committee serving an equivalent function, of any other entity that has one or more of its
executive officers serving as a member of our board or compensation committee.
Under a prior stock purchase agreement, we had agreed to take all actions necessary to
nominate and cause the election to the Board of Directors of up to three designees of Covance,
Inc., a substantial stockholder of Bio-Imaging. Such obligation terminates at such time as Covance
owns less than 200,000 shares of our Common Stock. Covance has designated Mr. Cimino as its only
nominee for director for the 2007 fiscal year. Covance has reserved all rights under its agreement
with Bio-Imaging for subsequent years.
The Board of Directors recommends that Stockholders vote FOR each of the nominees for the
Board of Directors.
Corporate Governance Guidelines
Our Board of Directors has long believed that good corporate governance is important to ensure
that we are managed for the long-term benefit of our stockholders. During the past year, our Board
has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002, the
new rules and regulations of the
Securities and Exchange Commission, or the SEC, and the new listing standards of the NASDAQ
Stock Market, LLC, or NASDAQ.
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Our corporate governance guidelines provide that directors are expected to attend the Annual
Meeting of Stockholders. All of the directors, except for Mr. Nowicki, Mr. Davidoff and Mr.
Cimino, attended the 2006 Annual Meeting of Stockholders.
Our Board of Directors has adopted corporate governance guidelines to assist it in the
exercise of its duties and responsibilities and to serve the best interests of Bio-Imaging and its
stockholders. These guidelines, which provide a framework for the conduct of the Boards business,
include that:
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the principal responsibility of the directors is to oversee the management of Bio-Imaging; |
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a majority of the members of the Board shall be independent directors; |
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the independent directors met regularly in executive session; |
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directors have full and free access to management and, as necessary and
appropriate, independent advisors; |
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new directors participate in an orientation program and all directors are
expected to participate in continuing director education on an ongoing basis; and |
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at least annually, the Board and its committees will conduct a self-evaluation
to determine whether they are functioning effectively. |
Board Determination of Independence
Under NASDAQ rules, a director will only qualify as an independent director if, in the
opinion of our Board of Directors, that person does not have a relationship which would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. Our
Board of Directors has determined that each of Dr. Berg, Mr. Cimino, Mr. Davidoff, Dr. Nowicki, Mr.
Stack, Ms. Stafford and Dr. Taylor do not have a relationship which would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director and that each
of these directors is an independent director as defined under Rule 4200(a)(15) of the NASDAQ
Marketplace Rules.
Committees and Meetings of the Board
There were four (4) regular meetings of the Board of Directors during fiscal 2006, either in
person or by teleconference. During this period, each member of the Board of Directors attended
more than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held
during the period for which such person has been a director); and (ii) the total number of meetings
held by all committees of the Board of Directors on which each such director served (during the
periods such director served).
The Board of Directors has three standing committees the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee each which operates under a
charter that has been approved by the Board.
Audit Committee. The primary responsibilities of the Audit Committee, as more fully
set forth in the Audit Committee Charter adopted on September 1, 2000, as amended and restated on
February 5, 2003 and March 26, 2004 and as previously provided and posted on our website at
www.bioimaging.com include:
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appointing, approving the compensation of, and assessing the independence of,
our independent registered public accounting firm; |
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overseeing the work of our independent registered public accounting firm,
including through the receipt and consideration of certain reports from our
independent registered public accounting firm; |
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reviewing and discussing with management and our independent registered public
accounting firm our annual and quarterly financial statements and related
disclosures; |
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monitoring our internal control over financial reporting, disclosure controls
and procedures and code of business conduct and ethics; |
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overseeing our internal audit function; |
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discussing our risk management policies; |
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establishing policies regarding hiring employees from our independent registered
public accounting firm and procedures for the receipt and retention of accounting
related complaints and concerns; |
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meeting independently with our internal auditing staff, independent registered
public accounting firm and management; and |
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preparing the audit committee report required by SEC rules, which is included on
page 9 of this proxy statement. |
During fiscal 2006, the Audit Committee had been, and is currently, comprised of David E.
Nowicki, D.M.D., Chairman of the Audit Committee, E. Martin Davidoff, CPA, Esq. and David M. Stack.
The Audit Committee held four (4) meetings in fiscal 2006.
Each Audit Committee member is an independent member of the Board of Directors as defined
under NASDAQ rules, including the independence requirements of Rule 10A-3 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act. As an independent director of our Board of
Directors, each Audit Committee member is not an officer or employee of Bio-Imaging or its
subsidiaries or does not have a relationship which, in the opinion of our Board of Directors, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a
director. In addition, the Audit Committee was established in accordance with Section 3(a)(58)(A)
of the Exchange Act.
Our Board of Directors has determined that Mr. Stack and Mr. Davidoff, current directors and
members of the Audit Committee, are each an audit committee financial expert as defined in Item
401(h) of Regulation S-K.
Compensation Committee. The primary responsibilities of the Compensation Committee,
as more fully set forth in the Compensation Committee Charter adopted on March 26, 2004 and as
previously provided and posted on our website at www.bioimaging.com include:
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annually reviewing and approving corporate goals and objectives relevant to CEO
compensation; |
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reviewing and approving, or recommending for approval by the Board, the salaries
and incentive compensation of our executive officers; |
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administering our 1991 Stock Option Plan, as amended, the 1991 Plan, and our
2002 Stock Incentive Plan, as amended and restated to date, the 2002 Plan; and |
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reviewing and making recommendations to the Board with respect to director
compensation. |
In addition, the Compensation Committee periodically reviews the potential effect of Section
162(m) and uses its judgment to authorize compensation payments that may be subject to the limit
when the Compensation Committee believes such payments are appropriate and in the best interests of
Bio-Imaging and our stockholders, after taking into consideration changing business conditions and
the performance of our employees. Section 162(m) of the Internal Revenue Code of 1986, as amended,
the Code, generally disallows a tax deduction to public companies for certain compensation in
excess of $1 million paid to a companys CEO and the four other most
highly compensated executive officers. Certain compensation, including qualified
performance-based compensation, will not be subject to the deduction limit if certain requirements
are met.
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The Compensation Committee held two (2) meetings in fiscal 2006. The Compensation Committee
is currently comprised of James A. Taylor, Ph.D., Chairman of the Compensation Committee, Jeffrey
H. Berg, Ph.D. and Paula B. Stafford. The members of the Committee are independent, as independence
for Compensation Committee members is defined under the NASDAQ rules, and are deemed to be
non-employee directors for purposes of Section 162(m) of the Code and Rule 16b-3 of the Exchange
Act.
Nominating and Corporate Governance Committee. The primary responsibilities of the
Nominating and Corporate Governance Committee, as more fully set forth in the Nominating and
Corporate Governance Committee Charter adopted on March 26, 2004 and as previously provided and
posted on our website at www.bioimaging.com include:
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identifying individuals qualified to become our board members; |
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evaluating and recommending to the Board of Directors the persons to be
nominated for election as directors at any meeting of stockholders and each of our
boards committees; |
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reviewing and making recommendations to our board with respect to management
succession planning; |
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developing and recommending to the Board of Directors a set of corporate
governance principles applicable to Bio-Imaging; and |
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overseeing the evaluation of the Board of Directors. |
During fiscal 2006, the Nominating and Corporate Governance Committee had been, and is
currently, comprised of David E. Nowicki, D.M.D. and James A. Taylor, Ph.D. Both members of the
Committee are independent, as independence for Nominating and Corporate Governance Committee
members is defined under the NASDAQ rules. There was one meeting held during fiscal 2006.
Director Candidates
The process followed by the Nominating and Corporate Governance Committee to identify and
evaluate director candidates includes requests to Board members and others for recommendations,
meetings from time to time to evaluate biographical information and background material relating to
potential candidates and interviews of selected candidates by members of the Committee and the
Board.
In considering whether to recommend any particular candidate for inclusion in the Boards
slate of recommended director nominees, the Nominating and Corporate Governance Committee will
apply the criteria contained in the Committees charter. These criteria include the candidates
integrity, business acumen, knowledge of our business and industry, age, experience, diligence,
conflicts of interest and the ability to act in the interests of all stockholders. The Committee
does not assign specific weights to particular criteria and no particular criterion is a
prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of
our directors, considered as a group, should provide a composite mix of experience, knowledge and
abilities that will allow the Board to fulfill its responsibilities.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee
for consideration as potential director candidates by submitting their names, together with
appropriate biographical information and background materials and a statement as to whether the
stockholder or group of stockholders making the recommendation has beneficially owned more than 5%
of our Common Stock for at least one year as of the date such recommendation is made, to:
Nominating and Corporate Governance Committee, c/o Corporate Secretary, Bio-Imaging Technologies,
Inc., 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940-1721. Assuming that appropriate
biographical and background material has been provided on a timely basis, the Committee will
evaluate stockholder-recommended candidates by following substantially the same process, and
applying substantially the same criteria, as it follows for candidates submitted by others.
7
Communicating with the Independent Directors
Our Board of Directors will give appropriate attention to written communications that are
submitted by stockholders, and will respond if and as appropriate. The Chairman of the Board, with
the assistance of our outside counsel, is primarily responsible for monitoring communications from
stockholders and for providing copies or summaries to the other directors as he considers
appropriate. Under procedures approved by a majority of the independent directors, communications
are forwarded to all directors if they relate to important substantive matters and include
suggestions or comments that the Chairman considers to be important for the directors to know. In
general, communications relating to corporate governance and long-term corporate strategy are more
likely to be forwarded than communications relating to ordinary business affairs, personal
grievances and matters as to which the Company tends to receive repetitive or duplicative
communications.
Stockholders who wish to send communications on any topic to the Board should address such
communications to: Board of Directors c/o Corporate Secretary, Bio-Imaging Technologies, Inc., 826
Newtown-Yardley Road, Newtown, Pennsylvania 18940-1721.
Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics that applies to our directors,
officers and employees, including our principal executive officer, principal financial officer,
principal accounting officer or corporate controller, or persons performing similar functions. Our
Code of Business Conduct and Ethics contains written standards designed to deter wrongdoing and to
promote:
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honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; |
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full, fair, accurate, timely, and understandable disclosure in reports and documents
filed with the SEC; |
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compliance with applicable governmental laws, rules and regulations; |
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the prompt internal reporting of violations of our Code of Ethics to an appropriate
person or persons identified in our Code of Ethics; and |
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accountability for adherence to our Code of Ethics. |
Each of our employees, officers and directors completed a signed certification to document his
or her understanding of and compliance with our Code of Ethics. A copy of our Code of Business
Conduct and Ethics may be obtained from our website at www.bioimaging.com.
8
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has furnished the following report:
To the Board of Directors of Bio-Imaging Technologies, Inc.:
The Audit Committee of our board of directors is currently composed of three members and acts
under a written charter adopted on September 1, 2000, and amended and restated on February 5, 2003
and March 26, 2004. The current members of the Audit Committee are independent directors, as
defined by its charter and the rules of the NASDAQ Global Market, formerly called the NASDAQ
National Market, and possess the financial sophistication required by such charter and rules. The
Audit Committee held four meetings during fiscal 2006.
Management is responsible for our financial reporting process including its system of internal
controls and for the preparation of consolidated financial statements in accordance with generally
accepted accounting principles. Our independent registered public accounting firm is responsible
for auditing those financial statements. The Audit Committees responsibility is to monitor and
review these processes. As appropriate, the Audit Committee reviews and evaluates, and discusses
with our management and our independent registered public accounting firm, the following:
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the plan for, and the independent registered public accounting firms report on,
each audit of our financial statements; |
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the independent registered public accounting firms review of our unaudited
interim financial statements; |
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our financial disclosure documents, including all financial statements and
reports filed with the Securities and Exchange Commission or sent to stockholders; |
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our managements selection, application and disclosure of critical accounting policies; |
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changes in our accounting practices, principles, controls or methodologies; |
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significant developments or changes in accounting rules applicable to us; and |
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the adequacy of our internal controls and accounting and financial personnel. |
The Audit Committee reviewed and discussed with our management our audited financial
statements for the year ended December 31, 2006. The Audit Committee also reviewed and discussed
the audited financial statements and the matters required by Statement on Auditing Standards No.
61, 89 and 90 (Communication with Audit Committees) with our independent registered public
accounting firm. These standards require our independent registered public accounting firm to
discuss with our Audit Committee, among other things, the following:
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methods used to account for significant unusual transactions; |
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the effect of significant accounting policies in controversial or emerging areas
for which there is a lack of authoritative guidance or consensus; |
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the process used by management in formulating particularly sensitive accounting
estimates and the basis for the auditors conclusions regarding the reasonableness
of those estimates; and |
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disagreements with management over the application of accounting principles, the
basis for managements accounting estimates and the disclosures in the financial
statements. |
Our independent registered public accounting firm also provided the Audit Committee with the
written disclosures and the letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). Independence Standards Board Standard No. 1
requires auditors annually to disclose in writing all relationships that, in the auditors
professional opinion, may reasonably be thought to bear on independence, confirm their perceived
independence and engage in a discussion of independence. In addition, the Audit Committee
discussed with our independent registered public accounting firm their independence from the
Company. The Audit Committee also considered whether our independent registered public accounting
firm
9
provision of certain other non-audit related services to the Company is compatible with
maintaining our auditors independence.
Based on our discussions with management and our independent registered public accounting
firm, and our review of the representations and information provided by management and the
independent registered public accounting firm, the Audit Committee recommended to our board of
directors that the audited financial statements referred to above be included in our Annual Report
on Form 10-K for the year ended December 31, 2006.
By the Audit Committee of the Board of Directors of
Bio-Imaging Technologies, Inc.
/s/ David E. Nowicki, D.M.D.
David E. Nowicki, D.M.D
Audit Committee Chairman
/s/ E. Martin Davidoff, CPA, Esq.
E. Martin Davidoff, CPA, Esq.
Audit Committee Member
/s/ David M. Stack
David M. Stack
Audit Committee Member
10
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis discusses the principles underlying the Companys
compensation policies and decisions and the principal elements of compensation paid to its
executive officers during the 2006 fiscal year. The Companys Chief Executive Officer, the CEO,
Chief Financial Officer, the CFO, and the other executive officers included in the Summary
Compensation Table below will be referred to as the named executive officers for purposes of this
discussion. The named executive officers are the only executive officers of the Company.
Compensation Objectives and Philosophy
The Compensation Committee, the Committee, of the Board of Directors of the Company, is responsible
for reviewing and approving the compensation payable to the Companys named executive officers. As
part of such process, the Committee seeks to accomplish the following objectives with respect to
the Companys executive compensation programs:
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Motivate, recruit and retain executives capable of meeting the Companys strategic
objectives; |
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Provide incentives to ensure superior executive performance and successful financial
results for the Company; and |
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Align the interests of executives with the long-term interests of shareholders. |
The Committee seeks to achieve these objectives by:
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Establishing a compensation structure that is both market competitive and internally fair; |
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Linking a substantial portion of compensation to the Companys achievement of financial
objectives and the individuals contribution to the attainment of those objectives; |
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Providing risk for underachievement and upward leverage for overachievement of goals; and |
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Providing long-term equity-based incentives and encouraging direct share ownership by executives. |
Setting Executive Compensation
In 2006, the Committee engaged J. Richard & Co., J. Richard, a nationally recognized compensation
consulting firm, to provide competitive compensation data and general advice on the Companys
compensation programs and policies for named executive officers. During 2006, J. Richard performed
a market analysis of the compensation paid by comparable peer group companies and also reviewed
compensation survey results published by the National Association of Corporate Directors,
Radford/AON, Presidio Pay Advisors, the National Association of Stock Plan Professionals, Aspen,
Equilar, WorldatWork and PricewaterhouseCoopers. J. Richard provided the Committee with
recommended compensation ranges for the named executive officers based on the competitive data. In
addition, the CEO provided the Committee with a detailed review of the performance of the other
named executive officers and made recommendations to the Committee with respect to the compensation
packages for those named executive officers, other than himself, for the 2006 fiscal year.
It is the Committees objective to target the total annual compensation of each named executive
officer at a level between the 50th and 75th percentiles for comparable
positions at the competitive peer group companies. However, in determining the compensation of
each named executive officer, the Committee also considers a number of other factors, including
recent Company and individual performance, the recoverability of such compensation under the
Companys regulated rate structure, the CEOs recommendations, cost of living in the Philadelphia
and surrounding area and internal pay equity. There is no pre-established policy for allocation of
compensation between cash and non-cash components or between short-term and long-term components.
Instead, the Committee determines the mix of compensation for each named executive officer based on
its review of the competitive data and its subjective analysis of that individuals performance and
contribution to the Companys financial performance.
11
The peer group used for competitive comparisons in 2006 reflects companies with which the Company
competes for talent and consisted of the following companies: Actividentity Corporation,
Bioanalytical Systems, Inc., Bsquare Corporation, Interlink Electronics, Inc., Intevac, Inc. and
Natus Medical Incorporated.
Components of Compensation
For the 2006 fiscal year, the Companys executive compensation program included the following
components:
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Base salary; |
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Annual short-term cash incentives; |
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Long-term equity incentive awards; |
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Retirement and other benefits; and |
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Change in control and other severance agreements. |
Base Salary
In General It is the Committees objective to set a competitive rate of annual base salary for
each named executive officer. The Committee believes competitive base salaries are necessary to
attract and retain top quality executives, since it is common practice for public companies to
provide their named executive officers with a guaranteed annual component of compensation that is
not subject to performance risk. The Committee works with J. Richard to establish salary bands for
the named executive officers, with minimum to maximum opportunities that cover the normal range of
market variability. The actual base salary for each named executive officer is then derived from
those salary bands based on his or her responsibility, tenure and past performance and market
comparability. For the 2006 fiscal year, this process, together with Committees recognition of
the high cost of living in the Philadelphia and surrounding area, resulted in the Committees
setting the base salaries of the named executive officers at the 75th percentile of the
competitive base salary amounts paid by the peer group companies.
Changes for Fiscal Year 2007 For the 2007 fiscal year, each named executive officers salary was
increased by approximately 10% to bring their salaries more in line with the comparable peer groups
and to cover the cost of living increases based on the Philadelphia and surrounding area consumer
price index. The table below shows annual 2006 and 2007 base salary rates for each named executive
officer:
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Name |
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Title |
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2006 Salary |
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2007 Salary |
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% Increase |
Mark L. Weinstein |
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President & CEO |
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$ |
305,000 |
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$ |
335,000 |
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9.8 |
% |
Ted I. Kaminer |
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SVP & CFO |
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$ |
216,000 |
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$ |
240,000 |
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11.1 |
% |
David A. Pitler |
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SVP, Operations |
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$ |
185,000 |
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$ |
210,000 |
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13.5 |
% |
Colin G. Miller, Ph.D. |
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SVP, Medical Affairs |
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$ |
175,000 |
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$ |
190,000 |
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8.6 |
% |
Annual Short-Term Cash Incentives (Bonuses)
In General As part of their compensation package, the Companys named executive officers have the
opportunity to earn annual cash bonus awards under the Companys Management Incentive Program, MIP.
MIP cash awards are designed to reward superior executive performance while reinforcing the
Companys short-term strategic operating goals. Each year, the Committee establishes a target
award for each named executive officer based on a percentage of base salary. Annual bonus targets
as a percentage of salary is the same for the named executive officers, except for the CEO who has
a higher percentage. It is the Committees intention to target annual incentive awards at the
median of similar opportunities offered by the peer group companies.
Fiscal 2006 Performance Measures and Payouts Target awards for 2006 ranged from 40% to 50% of
base salary for the named executive officers and were payable based on the Committees subjective
review of both Company and individual performance. The Companys financial target was based on
achieving certain service revenue and pre-tax income performance amounts.
12
In February, 2007, the Committee, on the basis of its assessment of the Company financial results
for the 2006 fiscal year and the individual performance of each named executive officer for that
year, awarded annual bonuses at 100% of target for the CEO and the other named executive officers.
This was primarily based on the Company exceeding their service revenue and pre-tax income targets
for fiscal 2006.
The table below details fiscal 2006 annual bonus targets and actual payouts for each of the named
executive officers.
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2006 Target |
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2006 Target |
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2006 Actual |
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2006 Actual |
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Bonus |
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Bonus |
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Bonus |
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Bonus |
Name |
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Title |
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($) |
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(% Salary) |
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($) |
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(% Salary) |
Mark L. Weinstein |
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President & CEO |
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$ |
152,500 |
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50 |
% |
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$ |
152,500 |
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50 |
% |
Ted I. Kaminer |
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SVP & CFO |
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$ |
86,400 |
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40 |
% |
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$ |
86,400 |
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40 |
% |
David A. Pitler |
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SVP, Operations |
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$ |
74,000 |
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40 |
% |
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$ |
74,000 |
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40 |
% |
Colin G. Miller, Ph.D. |
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SVP, Medical Affairs |
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$ |
70,000 |
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40 |
% |
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$ |
70,000 |
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40 |
% |
Change for Fiscal Year 2007 Beginning with fiscal year 2007, awards under the MIP, if any, will
be based on achievement of pre-established Company objectives and individual goals for each named
executive officer and, for named executive officers other than the CEO, a subjective review of
that individuals performance. The established goals and objectives will generally have threshold,
target, and maximum levels of performance, with corresponding increasing payouts for each level of
achievement. Corporate performance targets may include such measures as annual service revenue
growth, pre-tax income growth, and other strategic plan metrics. Individual performance targets
may include operational and financial metrics, regulatory compliance metrics, and delivery of
specific programs, plans, and budgetary objectives identified and documented at the beginning of
each fiscal year. It is the Committees intention to base a greater percentage of the annual award
payout on corporate objectives as opposed to individual performance for higher level executives,
with 100% of the CEOs annual bonus tied to the attainment of corporate performance objectives.
For the 2007 fiscal year awards, the potential payout may range from 0 120% of target. However,
the Committee will have the discretion to increase the award for any named executive officer other
than the CEO for that executive based on the CEOs recommendation for exceptional performance. The
Committee has also retained the discretion to reduce the dollar amount of the awards otherwise
payable to the named executive officers.
The dollar amount of the 2007 annual bonus target for each named executive officer, other than the
CEO, can be up to 50% of their base salary. The dollar amount of the 2007 annual bonus target for
the CEO can be up to 60% of his base salary. The table below shows the dollar amount of the 2006
and 2007 annual target bonus for each named executive officer, together with percentage of base
salary represented by that target:
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2006 Target |
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2006 Target |
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2007 Target |
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2007 Target |
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Bonus |
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Bonus |
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Bonus |
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Bonus |
Name |
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Title |
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($) |
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(% Salary) |
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($) |
|
(% Salary) |
Mark L. Weinstein |
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President & CEO |
|
$ |
152,500 |
|
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|
50 |
% |
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$ |
201,000 |
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60 |
% |
Ted I. Kaminer |
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SVP & CFO |
|
$ |
86,400 |
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40 |
% |
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$ |
120,000 |
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50 |
% |
David A. Pitler |
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SVP, Operations |
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$ |
74,000 |
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40 |
% |
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$ |
105,000 |
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50 |
% |
Colin G. Miller, Ph.D. |
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SVP, Medical Affairs |
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$ |
70,000 |
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40 |
% |
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$ |
95,000 |
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50 |
% |
Long-Term Incentive Equity Awards
In General A portion of each named executive officers compensation is provided in the form of
long-term incentive equity awards. It is the Committees belief that properly structured equity
awards are an effective method of aligning the long term interests of senior management with those
of the Companys shareholders.
The Committee establishes long-term incentive grant guidelines based on review of equity awards
from comparable peer group companies. 25,000 shares of the Companys common stock can potentially
be awarded annually to the
CEO pursuant to his employment agreement. Actual issuance of the stock awards are determined by
the Committee
13
based on the CEOs individual performance and Companys financial targets as
determined by the MIP. The Committee can potentially award stock options to the named executive
officers and other employees based on the recommendation of the CEO. Actual grants are determined
based on individual performance, competitive total compensation amounts, internal equity pay
considerations, and the potential impact on shareholder dilution and FAS 123R compensation expense.
The Committee follows a grant practice of tying equity awards to its annual year-end review of
individual performance and its assessment of Company performance. Accordingly, it is expected that
any equity awards to the named executive officers will be made on an annual basis during the
Committees meeting after the press release of the Companys year end financials.
Fiscal Year 2006 Awards On March 1, 2006, the Committee awarded 14,850 shares of common stock to
the CEO (a total of 25,000 shares were approved for issuance, of which, 10,150 shares were withheld
to pay taxes incurred due to the issuance of the shares). The stock award was based on the CEOs
performance for fiscal year 2005. In addition, the named executive officers, except for the CEO,
received 15,000 stock options, each, in March 1, 2006. These options vest 20% after one year from
the date of grant and the remainder of 80% will vest monthly over four years.
Fiscal Year 2007 Awards On February 27, 2007, the Committee awarded 14,850 shares of common stock
to the CEO (a total of 25,000 shares were approved for issuance, of which, 10,150 shares were
withheld to pay taxes incurred due to the issuance of the shares). The stock award was based on
the CEOs performance for fiscal year 2006. In addition, the named executive officers, except for
the CEO, received 15,000 stock options, each, in February 27, 2007. These options vest 20% after
one year from the date of grant and the remainder of 80% will vest monthly over four years.
It is the Committees belief that stock and stock option awards are essential to the retention of
the named executive officers and crucial to the long-term financial success of the Company. The
stock and stock options have vesting schedules which provide a meaningful incentive for the named
executive officer to remain in the Companys service. These equity awards also serve as an
important vehicle to achieve the Committees objective of aligning management and shareholder
interests.
Retirement and Other Benefits
In General The named executive officers are offered the same benefits that are provided to the
employees and are not offered any additional benefits or perquisites.
Retirement Benefits Named executive officers are eligible to receive retirement benefits under
the Bio-Imaging Technologies, Inc. Employees Savings Plan (401K), a tax-qualified defined
contribution plan covering a broad spectrum of the Companys employees.
Other Benefits - All eligible employees, including named executive officers, are eligible to
receive standard health, disability and life insurance, and professional development benefits.
Executive Retention Agreement and CEO Employment Agreement
Executive Retention Agreement On March 1, 2006, the Board of Directors approved an amended form
of an executive retention agreement to be entered into with the named executive officers and
certain other officers of the Company. This agreement generally provides for payments of up to
eighteen months salary, except for the CEO which is up to twenty four months, and a prorated bonus
in the event that the named executive officer is terminated in connection with a change of control
transaction. Each executive retention agreement is either reviewed annually or in connection with
the renewal of the executives employment agreement. The executive retention agreement has been
designed to provide a level of financial security to the named executive officers which will assure
their continued attention and commitment to the strategic business objectives of the Company, even
in change in control situations where their continued employment may be uncertain. It is the
Committees belief that such financial protection for the named executive officers is necessary in
connection with a change in control transaction in order
to eliminate any potential financial conflicts the named executive officers may have while
evaluating the merits of a potential transaction.
14
CEO Employment Agreement The Company has an existing employment agreement with the CEO for a
three year term, beginning as of March 1, 2006 and ending on February 28, 2009. The principal
terms of the employment agreement are also summarized in the section of the proxy statement
entitled Employment Contracts, Termination of Employment and Change-in-Control Arrangements.
Tax Deductibility of Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the
amount that a public company may deduct for compensation paid to the companys CEO or any of the
companys four other most highly compensated named executive officers who are employed as of the
end of the year. This limitation does not apply to compensation that meets the requirements under
Section 162(m) for qualifying performance-based compensation (i.e., compensation paid only if the
individuals performance meets pre-established objective goals based on performance criteria
approved by shareowners). In establishing the cash and equity incentive compensation programs for
the named executive officers, it is the Committees view that the potential deductibility of the
compensation payable under those programs should be only one of a number of relevant factors taken
into consideration, and not the sole governing factor. For that reason the Committee may deem it
appropriate to continue to provide one or more named executive officers with the opportunity to
earn incentive compensation, including cash bonus programs tied to the Companys financial
performance, restricted stock units awards and stock options, which may be in excess of the amount
deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. It is the
Committees belief that cash and equity incentive compensation must be maintained at the requisite
level to attract and retain the named executive officers essential to the Companys financial
success, even if all or part of that compensation may not be deductible by reason of the Section
162(m) limitation. However, for the 2006 fiscal year, the total amount of compensation paid by the
Company (whether in the form of cash payments or upon the exercise or vesting of equity awards)
should be deductible and not affected by the Section 162(m) limitation.
COMPENSATION COMMITTEE REPORT
The Committee has reviewed the Compensation Discussion and Analysis and discussed that Analysis
with management. Based on its review and discussions with management, the Committee recommended to
our Board of Directors that the Compensation Discussion and Analysis be included in the Companys
2007 proxy statement. This report is provided by the following independent directors, who comprise
the committee:
By the Compensation Committee of the Board of
Directors of
Bio-Imaging Technologies, Inc.
/s/ James A. Taylor, Ph.D.
James A. Taylor, Ph.D.
Compensation Committee Chairman
/s/ Jeffrey H. Berg, Ph.D.
Jeffrey H. Berg, Ph.D.
Compensation Committee Member
/s/ Paula B. Stafford
Paula B. Stafford
Compensation Committee Member
15
COMPENSATION OF DIRECTORS
Summary Compensation Table
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Change in |
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Pension |
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|
Non-Equity |
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
Deferred |
|
All Other |
|
|
|
|
|
|
|
|
Fees |
|
Stock |
|
Option |
|
Compen- |
|
Compen- |
|
Compen- |
|
|
|
|
|
|
|
|
Earned in |
|
Awards |
|
Awards |
|
sation |
|
sation |
|
sation |
|
Total |
Name |
|
Year |
|
Cash |
|
($) |
|
($) |
|
($) |
|
Earnings |
|
($) |
|
($) |
(a) |
|
|
|
|
|
(b) |
|
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey H. Berg, Ph.D |
|
|
2006 |
|
|
$ |
31,000 |
|
|
|
|
|
|
$ |
20,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
51,100 |
|
E. Martin Davidoff |
|
|
2006 |
|
|
$ |
34,000 |
|
|
|
|
|
|
$ |
20,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,100 |
|
David E. Nowicki,
D.M.D. |
|
|
2006 |
|
|
$ |
69,500 |
|
|
|
|
|
|
$ |
20,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
89,600 |
|
David M. Stack |
|
|
2006 |
|
|
$ |
34,000 |
|
|
|
|
|
|
$ |
20,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,100 |
|
Paula B. Stafford |
|
|
2006 |
|
|
$ |
31,000 |
|
|
|
|
|
|
$ |
20,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
51,100 |
|
James A. Taylor, Ph.D |
|
|
2006 |
|
|
$ |
37,500 |
|
|
|
|
|
|
$ |
20,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
57,600 |
|
|
|
|
(a) |
|
This column represents compensation for non-employee Directors. Mr. Cimino, as a
representative of Covance, Inc., declined and was not paid any compensation for 2006. |
|
(b) |
|
This column represents board and committee honorarium earned in 2006. |
|
(c) |
|
This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of stock options granted to
each director, in 2006, in accordance with SFAS 123R. The grant date fair value under SFAS
123R of these stock options were $2.01 per stock option. Pursuant to SEC rules, the amounts
shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
For additional information on the valuation assumptions with respect to the 2006 grants,
refer to note 7 of Bio-Imaging Technologies, Inc.s financial statements in the Form 10-K for
the year ended December 31, 2006, as filed with the SEC. These amounts reflect the Companys
accounting expense for these awards, and do not correspond to the actual value that will be
recognized by the directors. The aggregate number of option awards outstanding at December
31, 2006 were: |
|
|
|
|
|
|
|
Aggregate Number of |
|
|
Option Awards |
|
|
Outstanding at |
Name |
|
December 31, 2006 |
Jeffrey H. Berg, Ph.D |
|
|
108,250 |
|
E. Martin Davidoff |
|
|
34,000 |
|
David E. Nowicki, D.M.D. |
|
|
56,250 |
|
David M. Stack |
|
|
101,220 |
|
Paula B. Stafford |
|
|
71,250 |
|
James A. Taylor, Ph.D |
|
|
109,467 |
|
The compensation program for non-employee directors is designed to fairly pay directors
for work required for a company of Bio-Imagings size and scope and to align directors interests
with the long-term interests of shareowners. The Compensation Committee retained J. Richard & Co.
as an independent consultant to review and propose a reasonable, competitive and appropriate total
compensation program for our directors.
16
The annual compensation structure for non-employee directors, except for Mr. Cimino, for
fiscal 2006 and for fiscal 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
Board Retainer |
|
$ |
25,000 |
|
|
$ |
25,000 |
|
Chairman, Board of Directors |
|
$ |
25,000 |
|
|
$ |
25,000 |
|
Chairman, Audit Committee |
|
$ |
15,000 |
|
|
$ |
15,000 |
|
Member, Audit Committee |
|
$ |
9,000 |
|
|
$ |
10,000 |
|
Chairman, Compensation Committee |
|
$ |
9,000 |
|
|
$ |
15,000 |
|
Member, Compensation Committee |
|
$ |
6,000 |
|
|
$ |
10,000 |
|
Chairman, Nominating & Corporate Governance Committee |
|
$ |
4,500 |
|
|
$ |
5,000 |
|
Member, Nominating & Corporate Governance Committee |
|
$ |
3,500 |
|
|
$ |
4,000 |
|
In addition, each non-employee director, except for Mr. Cimino, was granted an option to
purchase 10,000 shares of our Common Stock on May 10, 2006, with an exercise price of $4.19, the
fair market value of our Common Stock on the date of grant, and such options shall vest one-twelfth
(1/12) on each one-month anniversary from the date of grant. For fiscal 2007, each non-employee
director, except for Mr. Cimino, will be granted 5,000 restricted stock units. Moreover, such
restricted stock units are subject to a pro-rata reduction if a director attends, with respect to
the applicable year, less than seventy-five percent (75%) of all Board of Directors meetings and
all meetings of any Committee on which he or she serves.
Furthermore, all directors were and currently are reimbursed for their expenses for each Board
meeting and each Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee meeting attended.
17
EXECUTIVE OFFICERS
The following table identifies our current executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacities in |
|
In Current |
Name |
|
Age |
|
Which Served |
|
Position Since |
Mark L. Weinstein(1)
|
|
|
54 |
|
|
President and Chief Executive
Officer
|
|
February 1998 |
Ted I. Kaminer(2)
|
|
|
48 |
|
|
Senior Vice President and Chief
Financial Officer
|
|
February 2003 |
David A. Pitler(3)
|
|
|
52 |
|
|
Senior Vice President, Operations
|
|
December 2003 |
Colin G. Miller, Ph.D.(4)
|
|
|
46 |
|
|
Senior Vice President,
Medical Affairs
|
|
December 2003 |
|
|
|
(1) |
|
Mr. Weinstein assumed the responsibilities of Chief Financial Officer of Bio-Imaging from
January 31, 2001 to February 18, 2003, in addition to serving as our President and Chief
Executive Officer. |
|
(2) |
|
Mr. Kaminer joined Bio-Imaging in February 2003 as our Senior Vice President and Chief
Financial Officer. Prior to joining Bio-Imaging, from May 2002 to February 2003, Mr. Kaminer
served as Chief Financial Officer and Vice President of ION Networks Inc., and from October
2000 to April 2002, Mr. Kaminer was an independent consultant. From March 1998 to September
2000, Mr. Kaminer served as Senior Vice President of Finance and Chief Financial Officer of
CMPExpress. Previously, he spent twelve years with various investment banking firms in the
corporate finance area. |
|
(3) |
|
Mr. Pitler joined Bio-Imaging in March 2000 as our Vice President of Operations. In December
2003, Mr. Pitler was appointed Senior Vice President of Operations. In November 2000, Mr.
Pitler was appointed an executive officer of Bio-Imaging. Mr. Pitler spent four years, from
April 1996 until February 2000, at Medical Economics Company, an international health care
information company and wholly-owned division of The Thomson Corporation, as Vice President of
Production and formerly as Vice President of Integration. From 1981 to 1996, Mr. Pitler held
various positions with information processing companies. |
|
(4) |
|
Dr. Miller joined Bio-Imaging in May 1999 as our Vice President of Business Development when
we acquired Bona Fide Ltd. In February 2006, Dr. Miller was appointed Senior Vice President
of Medical Affairs. From December 2003 to February 2006, Dr. Miller was Senior Vice President
of Business Development. In November 2000, Dr. Miller was appointed an executive officer of
Bio-Imaging. Dr. Miller was the Director of Clinical Services at Bona Fide Ltd. from February
1994 until May 1999. Prior to his position at Bona Fide Ltd., Dr. Miller spent 10 years with
various pharmaceutical companies and medical facilities in the clinical research area. |
None of our executive officers is related to any other executive officer or to any director of
Bio-Imaging. Our executive officers are elected annually by the Board of Directors and serve until
their successors are duly elected and qualified.
18
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth information concerning compensation for
services rendered in all capacities to us and our subsidiaries for the years ended December 31,
2004, 2005 and 2006 which was awarded to, earned by or paid to each person who served as our Chief
Executive Officer at any time during 2006 and each other of our executive officers whose aggregate
cash compensation for the 2006 fiscal year exceeded $100,000, collectively, the Named Executive
Officers. No other individual who would have been included in such table by reason of salary and
bonus for the 2006 fiscal year terminated employment or otherwise ceased executive officer status
during that year.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Nonqualified |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
Deferred |
|
Compen- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
sation |
|
Total |
Name |
|
Year |
|
Salary |
|
Bonus |
|
($) |
|
($) |
|
($) |
|
Earnings |
|
($) |
|
($) |
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
|
|
|
|
|
|
|
|
(d) |
|
|
|
|
Mark L. Weinstein
|
|
|
2006 |
|
|
$ |
302,289 |
|
|
$ |
152,500 |
|
|
$ |
201,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
65,000 |
|
|
$ |
721,289 |
|
President, Chief
|
|
|
2005 |
|
|
$ |
288,500 |
|
|
$ |
100,000 |
|
|
$ |
80,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
469,250 |
|
Executive Officer |
|
|
2004 |
|
|
$ |
273,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
273,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ted I. Kaminer
|
|
|
2006 |
|
|
$ |
212,493 |
|
|
$ |
86,400 |
|
|
|
|
|
|
$ |
29,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
328,143 |
|
Vice President, Chief
|
|
|
2005 |
|
|
$ |
194,636 |
|
|
$ |
78,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
273,276 |
|
Financial Officer |
|
|
2004 |
|
|
$ |
183,683 |
|
|
|
|
|
|
|
|
|
|
$ |
93,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
277,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A.
Pitler |
|
|
2006 |
|
|
$ |
182,288 |
|
|
$ |
74,000 |
|
|
|
|
|
|
$ |
29,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
285,538 |
|
Vice President, Operations |
|
|
2005 |
|
|
$ |
168,231 |
|
|
$ |
68,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
236,231 |
|
|
|
|
2004 |
|
|
$ |
158,270 |
|
|
|
|
|
|
|
|
|
|
$ |
93,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
251,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colin G. Miller, Ph.D.
|
|
|
2006 |
|
|
$ |
173,192 |
|
|
$ |
70,000 |
|
|
|
|
|
|
$ |
29,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
272,442 |
|
Vice President, Medical
|
|
|
2005 |
|
|
$ |
163,231 |
|
|
$ |
66,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
229,231 |
|
Affairs |
|
|
2004 |
|
|
$ |
153,875 |
|
|
|
|
|
|
|
|
|
|
$ |
65,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
219,325 |
|
|
|
|
(a) |
|
The bonuses earned in the year stated were paid in March of the following year. |
|
(b) |
|
This represents the dollar amount recognized for financial statement reporting purposes with
respect to the fair value of stock awards to our CEO, in accordance with SFAS 123R. The fair
value under SFAS 123R of these stock awards were $8.06 per stock award for 2006 and $3.23 per
stock award for 2005. |
|
(c) |
|
This represents the dollar amount recognized for financial statement reporting purposes with
respect to the fair value of stock options granted to the Named Executive Officers, in
accordance with SFAS 123R. The grant date fair value under SFAS 123R of these stock options
were $1.95 per stock option for 2006 and $3.74 per stock option for 2004. Pursuant to SEC
rules, the amounts shown exclude the impact of estimated forfeitures related to service-based
vesting conditions. These amounts reflect the Companys accounting expense for these awards
in fiscal 2006 and if SFAS 123R had also been adopted for fiscal 2004, and do not correspond
to the actual value that will be recognized by the Executive Officers. |
|
(d) |
|
Bonus was paid to our CEO upon signing of his employment agreement on March 1, 2006. In
accordance with the rules of the Securities and Exchange Commission, other compensation in the
form of perquisites and other personal benefits have been omitted in those instances where
such perquisites and other personal benefits constituted less than $10,000 for the Named
Executive Officer for the fiscal year. |
19
Grants of Plan-Based Awards in 2006 Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
|
|
|
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
All Other |
|
|
|
|
|
Fair |
|
|
|
|
|
|
Estimated Future Payouts Under |
|
Estimated Future Payouts |
|
Awards: |
|
Option |
|
Exercise |
|
Value of |
|
|
|
|
|
|
Non-Equity Incentive Plan |
|
Under Equity Incentive Plan |
|
Number |
|
Awards: |
|
or Base |
|
Stock |
Name |
|
Grant Date |
|
Awards |
|
Awards |
|
of Shares |
|
Number of |
|
Price of |
|
and |
|
|
|
|
|
|
Thres- |
|
|
|
|
|
Maxi- |
|
Thres- |
|
|
|
|
|
Maxi- |
|
of Stock |
|
Securities |
|
Option |
|
Option |
|
|
|
|
|
|
hold |
|
Target |
|
mum |
|
hold |
|
Target |
|
mum |
|
or Units |
|
Underlying |
|
Awards |
|
Awards |
|
|
|
|
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
(#) |
|
Options (#) |
|
($/Sh) |
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Mark L. Weinstein |
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
100,000 |
|
Ted I. Kaminer |
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
$ |
4.00 |
|
|
$ |
29,250 |
|
David A. Pitler |
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
$ |
4.00 |
|
|
$ |
29,250 |
|
Colin G. Miller, Ph.D. |
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
$ |
4.00 |
|
|
$ |
29,250 |
|
|
|
|
(a) |
|
This represents the full grant date fair value of stock award to the CEO and stock option
awards to the other Named Executive Officers under SFAS 123R. Generally, the full grant date
fair value is the amount that the Company would expense in its financial statements over the
awards vesting schedule. For the award to Mr. Weinstein, the grant date fair value was
calculated using the closing price of BITI on the grant date of $4.00. For the stock options,
the grant date fair value was calculated using the Black Scholes value on the grant date of
$1.95. For additional information on the valuation assumptions, refer to note 7 of
Bio-Imaging Technologies, Inc.s financial statements in the Form 10-K for the year ended
December 31, 2006, as filed with the SEC. |
Outstanding Equity Awards at 2006 Fiscal Year-End Table
|
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|
|
|
|
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|
|
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|
Option Awards |
|
Stock Awards |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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Equity |
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Incentive |
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Equity |
|
Plan |
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Incentive |
|
Awards: |
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Equity |
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Plan |
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Market or |
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Incentive |
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Awards: |
|
Payout |
|
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|
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Plan |
|
|
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|
|
|
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|
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|
Number of |
|
Value of |
|
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|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Unearned |
|
Unearned |
|
|
|
|
|
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number of |
|
Value of |
|
Shares, |
|
Shares, |
|
|
Number of |
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
Shares or |
|
Shares or |
|
Units or |
|
Units or |
|
|
Securities |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
Units of |
|
Units of |
|
Other |
|
Other |
|
|
Underlying |
|
Unexercised |
|
Unexercised |
|
Option |
|
|
|
|
|
Stock That |
|
Stock That |
|
Rights That |
|
Rights That |
|
|
Options |
|
Options |
|
Unearned |
|
Exercise |
|
Option |
|
Have Not |
|
Have Not |
|
Have Not |
|
Have Not |
|
|
(#) |
|
(#) |
|
Options |
|
Price |
|
Expiration |
|
Vested |
|
Vested |
|
Vested |
|
Vested |
Name |
|
Exercisable |
|
Unexercisable |
|
(#) |
|
($) |
|
Date |
|
($) |
|
($) |
|
(#) |
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Mark L. Weinstein |
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.25 |
|
|
|
06/09/1997 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
$ |
201,500 |
|
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.63 |
|
|
|
04/15/1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.72 |
|
|
|
02/01/2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.66 |
|
|
|
12/31/2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.72 |
|
|
|
03/31/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.00 |
|
|
|
06/30/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.80 |
|
|
|
09/30/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ted I. Kaminer |
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
$ |
3.05 |
|
|
|
02/06/2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
7.03 |
|
|
|
02/09/2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
$ |
4.00 |
|
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Pitler |
|
|
88,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.28 |
|
|
|
03/06/2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.77 |
|
|
|
11/07/2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.10 |
|
|
|
11/06/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
2.80 |
|
|
|
02/05/2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
7.03 |
|
|
|
02/09/2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
$ |
4.00 |
|
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.63 |
|
|
|
05/17/1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colin G. Miller |
|
|
47,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.77 |
|
|
|
11/07/2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.10 |
|
|
|
11/06/2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
2.80 |
|
|
|
02/05/2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
7.03 |
|
|
|
02/09/2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500 |
|
|
|
15,000 |
|
|
|
|
|
|
$ |
4.00 |
|
|
|
03/01/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Market value based on $8.06 fair value of the Companys common stock at December 31, 2006. |
20
Option Exercises and Stock Vested Table for Fiscal 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
Number of Shares |
|
Value Realized on |
|
Number of Shares |
|
Value Realized on |
|
|
Acquired on Exercise |
|
Exercise |
|
Acquired on Vesting |
|
Vesting |
Name |
|
(#) |
|
($) |
|
(#) |
|
($) |
Mark L. Weinstein |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
$ |
100,000 |
|
Ted I. Kaminer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Pitler |
|
|
9,000 |
|
|
$ |
40,230 |
|
|
|
|
|
|
|
|
|
Colin G. Miller, Ph.D. |
|
|
3,000 |
|
|
$ |
19,860 |
|
|
|
|
|
|
|
|
|
Pension Benefits Table
This table is not applicable since we do not have defined benefit pension plans.
Nonqualified Deferred Compensation Table
This table is not applicable since we do not have nonqualified deferred compensation.
Equity Compensation Plan Information
The following table provides information as of December 31, 2006 with respect to the shares of
our Common Stock that may be issued under our existing equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
|
|
|
to be Issued Upon |
|
Weighted Average |
|
|
|
|
Exercise of |
|
Exercise Price of |
|
Number of Securities Available |
|
|
Outstanding |
|
Outstanding |
|
for Future Issuance Under |
Plan Category |
|
Options(1) |
|
Options |
|
Equity Compensation Plans |
Equity compensation
plans that have
been approved by
security holders |
|
|
1,690,362 |
|
|
$ |
2.46 |
|
|
|
714,216 |
(2) |
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,690,362 |
|
|
$ |
2.46 |
|
|
|
714,216 |
(2) |
|
|
|
(1) |
|
Includes 728,675 options granted under the 2002 Plan, as amended and restated
on May 11, 2005, and 961,687 options granted under the 1991 Plan. |
|
(2) |
|
Represents shares of our Common Stock issuable pursuant to the 2002 Plan, as
amended and restated on May 11, 2005. We do not intend to grant any additional options under
the 1991 Plan. |
Employment Contracts, Termination of Employment, and Change-in-Control Arrangements
On March 1, 2006, our board of directors approved the amended and restated employment
agreement to be entered into with Mark Weinstein, President and Chief Executive Officer of the
Company. This agreement is for a three year term, beginning as of March 1, 2006 and ending on
February 28, 2009. The terms and conditions of the employment agreement are: (i) an annual base
salary of $305,000 (Mr. Weinsteins current base salary for fiscal 2007 is $335,000) in addition to
certain benefits and perquisites; (ii) bonuses in amounts that are to be determined by the Board of
Directors in accordance with the Companys management incentive policy; (iii) incentive
compensation awards from the Companys incentive compensation plans on a basis commensurate with
his position and responsibility; (iv) a car allowance not to exceed $750.00 per month; (v) an
election during any year of employment to defer up to 100% of amounts received pursuant to the
Companys management incentive policy into
21
a non-qualified deferral plan; (vi) continuation of
annual salary payments for a period of 120 days after
the termination date in the event that Mr. Weinstein is terminated from employment with the
Company for reasons other than cause, death or disability; and (vii) payment of a $65,000 bonus
upon execution of the agreement.
On February 6, 2003, we executed an employment agreement with Mr. Kaminer for an initial term
of one-year, which automatically renews each year unless otherwise terminated by our Board of
Directors. The terms and conditions of the employment agreement are: (i) an annual base salary of
$175,000 as may be increased pursuant to the terms of his agreement (Mr. Kaminers current base
salary for fiscal 2007 is $240,000) in addition to certain benefits and perquisites; (ii) incentive
compensation awards from our incentive compensation plans on a basis commensurate with his position
and responsibility; (iii) an option to purchase 100,000 shares of our Common Stock, with an
exercise price based on the fair market value of our Common Stock on the date of the execution of
his employment agreement; and (iv) continuation of annual salary payments for a period of 180 days
after the termination date in the event that Mr. Kaminer is terminated from employment with
Bio-Imaging for reasons other than cause, death or disability.
On November 10, 2004, our board of directors approved the form of an executive retention
agreement that we entered into with our Named Executive Officers. On March 1, 2006, our board of
directors approved an amended form of an executive retention agreement to be entered into with the
Named Executive Officers and certain other officers of the Company. This agreement generally
provides for payments of up to eighteen months salary and bonus, except for our President and Chief
Executive Officer which is up to twenty four months, in the event that the executive is terminated
in connection with a change of control transaction. In addition, any outstanding restricted stock
or stock options not vested held by the Named Executive Officers would become fully vested on the
change in control date. Each executive retention agreement is either reviewed annually or in
connection with the renewal of the executives employment agreement.
The following table shows the potential incremental payments to the Named Executive Officers
in the event of their termination in connection with a change in control of the Company. All
values reflected in the table assume a termination date of December 31, 2006; and where applicable
reflect the closing price of the Companys common stock on that day of $8.06. All amounts reflect
the maximum incremental value to each of the Named Executive Officers in the event of a termination
in connection with a change in control on December 31, 2006. No incremental value is payable to
the Named Executive Officers in the event of termination for cause or voluntary termination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested |
|
Unvested Stock |
|
|
Name |
|
Cash Severance |
|
Restricted Stock |
|
Options |
|
Total |
Mark L. Weinstein |
|
$ |
915,000 |
|
|
$ |
201,500 |
|
|
|
|
|
|
$ |
1,116,500 |
|
Ted I. Kaminer |
|
$ |
453,600 |
|
|
|
|
|
|
$ |
60,900 |
|
|
$ |
453,600 |
|
David A. Pitler |
|
$ |
388,500 |
|
|
|
|
|
|
$ |
60,900 |
|
|
$ |
449,400 |
|
Colin G. Miller, Ph.D. |
|
$ |
367,500 |
|
|
|
|
|
|
$ |
60,900 |
|
|
$ |
428,400 |
|
22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There are, as of March 30, 2007, 94 holders of record and approximately 1,700 beneficial
holders of our Common Stock. The following table sets forth certain information, as of March 30,
2007, with respect to holdings of our Common Stock by (i) each person known by us to be the
beneficial owner of more than 5% of the total number of shares of our Common Stock outstanding as
of such date, (ii) each of our directors (which includes all nominees), and Named Executive
Officers, and (iii) all directors and executive officers as a group.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of |
|
Percent |
Name and Address of Beneficial Owner(1) |
|
Beneficial Ownership(1) |
|
of Class(2) |
(i) Certain Beneficial Owners: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covance Inc
210 Carnegie Center
Princeton, New Jersey 08540 |
|
|
2,355,000 |
|
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
Healthinvest Partners AB
Arsenalsgatan 4
SE-111 47 Stockholm, Sweden |
|
|
1,066,374 |
(3) |
|
|
9.2 |
% |
|
|
|
|
|
|
|
|
|
Royce & Associates LLC
1414 Avenue of the Americas
New York, New York 10019 |
|
|
885,700 |
(3) |
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
|
(ii) Directors, Nominees, and Named Executive Officers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark L. Weinstein |
|
|
636,708 |
(4) |
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
Ted I. Kaminer |
|
|
116,500 |
(5) |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
Colin G. Miller, Ph.D. |
|
|
119,236 |
(6) |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
David A. Pitler |
|
|
167,500 |
(7) |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
Jeffrey H. Berg, Ph.D. |
|
|
118,441 |
(8) |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
Richard F. Cimino |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Martin Davidoff, CPA, Esq |
|
|
37,930 |
(9) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
David E. Nowicki, D.M.D. |
|
|
177,621 |
(10) |
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
David M. Stack |
|
|
139,370 |
(11) |
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
Paula B. Stafford |
|
|
78,100 |
(12) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
James A. Taylor, Ph.D. |
|
|
114,169 |
(13) |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
(iii) All directors and executive officers as a group (11 persons) |
|
|
1,705,575 |
(4)(5)(6)(7)(8)(9)(10) |
|
|
|
|
|
|
|
(11)(12)(13) |
|
|
|
13.3 |
% |
|
|
|
* |
|
Less than 1% |
|
(1) |
|
Except as otherwise indicated, all shares are beneficially owned and sole investment and
voting power is held by the persons named. Except as otherwise indicated, the address of each
beneficial owner is c/o Bio-Imaging Technologies, Inc. 826 Newtown-Yardley Road, Newtown, PA
18940. |
|
(2) |
|
Applicable percentage of ownership is based on 11,582,342 shares of Common Stock outstanding,
plus any Common Stock equivalents and options or warrants held by such holder, which are
presently exercisable or will become exercisable within 60 days after March 30, 2007. |
23
|
|
|
(3) |
|
Such information is based upon our review of a Schedule 13G filed by the holder with the SEC
for the period ended December 31, 2006. |
|
(4) |
|
Includes 350,000 shares of Common Stock issuable pursuant to presently exercisable options or
options which will become exercisable within 60 days after March 30, 2007. |
|
(5) |
|
Represents 116,500 shares of Common Stock issuable pursuant to presently exercisable options
or options which will become exercisable within 60 days after March 30, 2007. Excludes 26,500
shares of Common Stock underlying options which become exercisable over time after such
period. |
|
(6) |
|
Includes 115,036 shares of Common Stock issuable pursuant to presently exercisable options or
options which will become exercisable within 60 days after March 30, 2007. Excludes 26,500
shares of Common Stock underlying options which become exercisable over time after such
period. |
|
(7) |
|
Includes 157,500 shares of Common Stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 30, 2007. Excludes 26,500 shares
of Common Stock underlying options which become exercisable over time after such period. |
|
(8) |
|
Includes 102,250 shares of Common Stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 30, 2007. |
|
(9) |
|
Includes 33,000 shares of Common Stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 30, 2007. |
|
(10) |
|
Includes 54,913 shares of Common Stock owned by Dr. Nowicki in his individual retirement
account, 61,571 shares of Common Stock owned by Dr. Nowicki in his 401(k) account and 4,887
shares of Common Stock owned by his wife. Includes 56,250 shares of Common Stock issuable
pursuant to presently exercisable options or options which will become exercisable within 60
days after March 30, 2007. |
|
(11) |
|
Includes 39,000 shares of Common Stock owned directly by Mr. Stack and 3,650 shares of Common
Stock owned by Stack, Schroon, Mohawk, LLP of which Mr. Stack is a General Partner. Includes
96,720 shares of Common Stock issuable pursuant to presently exercisable options or options
which will become exercisable within 60 days after March 30, 2007. |
|
(12) |
|
Includes 71,250 shares of Common Stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 30, 2007. |
|
|
|
Ms. Stafford is the Executive Vice President of Global Data Management within the Clinical
Research Organization of Quintiles Transnational Corp. Quintiles Transnational Corp. claims
beneficial ownership and sole investment power of the 188,549 shares of Common Stock held by
Pharma Bio Development, Inc., and disclaim beneficial ownership of any shares held by Ms.
Stafford. In addition, Ms. Stafford disclaims beneficial ownership of any shares held by
Pharma Bio Development Inc. |
|
(13) |
|
Includes 100,419 shares of Common Stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 30, 2007. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Covance Inc.
On October 13, 1994, Bio-Imaging and Covance Inc. entered into an agreement whereby Covance
purchased: (i) 2,355,000 shares of our Common Stock; (ii) a warrant to purchase 250,000 shares of
our Common Stock with an initial exercise price of $1.25 per share; and (iii) a warrant to purchase
250,000 shares of our Common Stock with an initial exercise price of $1.50 per share (the
Warrants), for an aggregate purchase price of $1,819,500. The Warrants expired on October 13,
1998 without being exercised. Pursuant to the above agreement, we have agreed to take all actions
necessary to nominate and cause the election to the Board of Directors of up to three designees of
Covance, Inc. Covance, Inc. has designated Mr. Cimino to serve on our Board of Directors for the
2007 fiscal year.
24
RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Subject to stockholder approval, we have nominated PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2007. Neither
the firm nor any of its members has any direct or indirect financial interest in or any connection
with us in any capacity other than as auditors.
The Board of Directors recommends a vote FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2007.
One or more representatives of PricewaterhouseCoopers LLP is expected to attend the Meeting
and have an opportunity to make a statement and/or respond to appropriate questions from
stockholders.
Independent Registered Public Accounting Firm Fees and Other Matters
The following table summarizes the fees of PricewaterhouseCoopers LLP, our independent
registered public accounting firm, billed for each of the last two fiscal years for audit services
and other services:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Audit Fees (1) |
|
$ |
228,000 |
|
|
$ |
197,048 |
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees (2) |
|
|
11,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees-Compliance (3) |
|
|
26,835 |
|
|
|
36,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Audit, Audit Related and Tax Compliance Fees |
|
|
266,335 |
|
|
|
233,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Non-audit Fees: |
|
|
|
|
|
|
|
|
All Other Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total-Other Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
266,335 |
|
|
$ |
233,123 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consists of fees for professional services rendered in connection with the audit of our
financial statements for the year ended December 31, 2006 and December 31, 2005, and the
reviews of the financial statements included in each of our Quarterly Reports on Form 10-Q
during the years ended December 31, 2006 and December 31, 2005, respectively, and fees for
professional services rendered in connection with documents filed with the Securities and
Exchange Commission for the years ended December 31, 2006 and December 31, 2005. |
|
(2) |
|
Consists of fees for review of Sarbanes-Oxley documents and a subscription to Comperio, an
accounting literature database. |
|
(3) |
|
Consists of fees incurred during the years ended December 31, 2006 and December 31, 2005
relating to our tax compliance. |
25
Pre-Approval Policies and Procedures
None of the audit-related fees billed in 2006 and 2005 related to services provided under the
de minimis exception to the audit committee pre-approval requirements.
The Audit Committee has adopted policies and procedures relating to the approval of all audit
and non-audit services that are to be performed by our independent auditor. This policy generally
provides that we will not engage our independent auditor to render audit or non-audit services
unless the service is specifically approved in advance by the Audit Committee or the engagement is
entered into pursuant to one of the pre-approval procedures described below.
From time to time, the Audit Committee may pre-approve specified types of services that are
expected to be provided to us by our independent auditor during the next 12 months. Any such
pre-approval is detailed as to the particular service or type of services to be provided and is
also generally subject to a maximum dollar amount.
The Audit Committee has also delegated to the chairman of the Audit Committee the authority to
approve any audit or non-audit services to be provided to us by our independent auditor. Any
approval of services by a member of the Audit Committee pursuant to this delegated authority is
reported on at the next meeting of the Audit Committee.
STOCKHOLDERS PROPOSALS
Stockholders who wish to submit proposals for inclusion in our proxy statement and form of
proxy relating to the 2008 Annual Meeting of Stockholders must advise the Secretary of Bio-Imaging
of such proposals in writing by December 10, 2007.
Stockholders who intend to present a proposal at such meeting without inclusion of such
proposal in our proxy materials pursuant to Rule 14a-8 under the Exchange Act are required to
provide advance notice of such proposal to the Secretary of Bio-Imaging at the aforementioned
address not later than February 23, 2008.
If we do not receive notice of a stockholder proposal within this timeframe, our management
will use its discretionary authority to vote the shares they represent, as our Board of Directors
may recommend. We reserve the right to reject, rule out of order, or take other appropriate action
with respect to any proposal that does not comply with these or other applicable requirements.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of
householding proxy statements and annual reports. This means that only one copy of our proxy
statement or annual report may have been sent to multiple stockholders in your household. We will
promptly deliver a separate copy of either document to you if you call or write us at the following
address or phone number: 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, (267) 757-3000.
If you want to receive separate copies of the annual report and proxy statement in the future or if
you are receiving multiple copies and would like to receive only one copy for your household, you
should contact your bank, broker, or other nominee record holders, or you may contact us at the
above address and phone number.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action at the Meeting
other than the matters referred to above, and does not intend to bring any other matters before the
Meeting. However, if other matters should come before the Meeting, it is intended that holders of
the proxies will vote thereon in their discretion.
26
GENERAL
The accompanying proxy is solicited by and on behalf of our Board of Directors, whose notice
of meeting is attached to this Proxy Statement, and the entire cost of such solicitation will be
borne by us.
In addition to the use of the mails, proxies may be solicited by personal interview, telephone
and telegram by directors, officers and other employees of Bio-Imaging who will not be specially
compensated for these services. We will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such
brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their
reasonable expenses in connection therewith.
Certain information contained in this Proxy Statement relating to the occupations and security
holdings of our directors and officers is based upon information received from the individual
directors and officers.
WE WILL FURNISH, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2006, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, BUT NOT INCLUDING
EXHIBITS, AS WELL AS CURRENT COMMITTEE CHARTERS OF THE COMMITTEES OF THE BOARD OF DIRECTORS AND OUR
CODE OF BUSINESS CONDUCT AND ETHICS, TO EACH OF OUR STOCKHOLDERS OF RECORD ON MARCH 30, 2007 AND TO
EACH BENEFICIAL STOCKHOLDER ON THAT DATE UPON WRITTEN REQUEST MADE TO THE SECRETARY OF BIO-IMAGING.
A REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE ENCLOSED
RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE THE
EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
Ted L. Kaminer
Secretary
Newtown, Pennsylvania
April 9, 2007
27
BIO-IMAGING TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints Mark L. Weinstein and Ted I. Kaminer, and each
of them, his or her true and lawful agent and proxy with full power of substitution in each, to
represent and to vote on behalf of the undersigned all of the shares of Bio-Imaging Technologies,
Inc. (the Company) which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at the Companys principal executive offices at 826 Newtown-Yardley Road,
Newtown, Pennsylvania 18940-1721, on Wednesday, May 9, 2007, at 11:00 A.M., local time, and at any
adjournment or adjournments thereof, upon the following proposals more fully described in the
Notice of Annual Meeting of Stockholders and Proxy Statement for the Meeting (receipt of which is
hereby acknowledged).
This proxy, when properly executed, will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR proposals 1, 2 and
3.
1. ELECTION OF DIRECTORS.
|
|
|
|
|
|
|
Nominees:
|
|
Jeffrey H. Berg, Ph.D.; Richard F. Cimino; E. Martin Davidoff, |
|
|
|
|
CPA, Esq.; David E. Nowicki, D.M.D.; David M. Stack; Paula B. Stafford; |
|
|
|
|
James A. Taylor, Ph.D.; and Mark L. Weinstein. |
(Mark one only)
VOTE FOR all the nominees listed above; except vote withheld from the following nominees
(if any).
o
VOTE WITHHELD from all nominees.
o
2. APPROVAL OF PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF BIO-IMAGING TECHNOLOGIES, INC. FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2007.
FOR o AGAINST o ABSTAIN o
(continued and to be signed on reverse side)
3. In his discretion, the proxy is authorized to vote upon other matters as may properly come
before the Meeting.
|
|
|
|
|
|
|
Dated: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature of stockholder |
|
|
|
|
|
|
|
Signature of stockholder if held jointly |
|
|
|
|
|
|
|
This proxy must be signed
exactly as the name appears
hereon. When shares are held
by joint tenants, both should
sign. If the signer is a
corporation, please sign full
corporate name by duly
authorized officer, giving full
title as such. If a
partnership, please sign in
partnership name by authorized
person. |
I will o will noto attend the Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.