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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission File No. 001-11182
BIO-IMAGING TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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11-2872047 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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826 Newtown-Yardley Road, Newtown, Pennsylvania
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18940-1721 |
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(Address of principal executive offices)
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(Zip Code) |
(267) 757-3000
(Registrants telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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Common Stock, $0.00025 par value per share
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NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes: o No: þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes: o No: þ
Indicate by check mark if the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes: þ No: o
Indicate by check mark if the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes: o No: o
Indicate by check mark if the registrant if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated
filer o | Accelerated
filer o | Non-accelerated
filer o (Do not check if a
smaller reporting company) | Smaller reporting
company þ |
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes: o No: þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates
of the Registrant was $85.3 million on June 30, 2008, the last business day of the Registrants
most recently completed second fiscal quarter, based on the average bid and asked prices on that
date.
Indicate the number of shares outstanding of each of the Registrants classes of common
equity, as of April 30, 2009:
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Class
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Number of Shares |
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Common Stock, $.00025 par value
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14,357,253 |
EXPLANATORY NOTE
Bio-Imaging Technologies, Inc. (we, our and us) is filing this Amendment No. 1 on Form
10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2008, filed on March
5, 2009. The purpose of this Form 10-K/A, Amendment No. 1, is to include information required in
Part III (Items 10, 11, 12, 13 and 14), that was to be incorporated by reference from our
definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended (the Exchange Act).
Other than the furnishing of the information identified above, this report does not modify or
update the disclosure in the Form 10-K in any way. In addition, as required by Rule 12b-15 under
the Exchange Act, new certifications by our principal executive officer and principal financial
officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
TABLE OF CONTENTS
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Item |
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PART III
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10. |
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Directors, Executive Officers and Corporate Governance
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1 |
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11. |
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Executive Compensation
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12. |
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Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
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13. |
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Certain Relationships and Related Transactions, and
Director Independence
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14. |
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Principal Accounting Fees and Services
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PART IV
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15. |
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Exhibits, Financial Statement Schedules
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29 |
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Signatures |
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Certifications |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our directors, their age, positions, the dates of their initial election or appointment as
directors, and the expiration of their terms are as follows:
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Served as a |
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Name |
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Director Since |
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Position with the Company |
Mark L. Weinstein
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56 |
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1998 |
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President, Chief
Executive Officer and
Director |
Jeffrey H. Berg, Ph.D.
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65 |
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1994 |
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Director |
Richard F. Cimino
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49 |
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2005 |
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Director |
E. Martin Davidoff, CPA, Esq
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57 |
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2004 |
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Director |
David E. Nowicki, D.M.D.
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57 |
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1998 |
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Chairman of the Board
and Director |
Adeoye Y. Olukotun, M.D.,
M.P.H., F.A.C.C., FAHA
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64 |
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2008 |
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Director |
David M. Stack
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57 |
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2000 |
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Director |
James A. Taylor, Ph.D.
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69 |
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1994 |
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Director |
All directors hold office until the annual meeting next following their election and/or until
their successors are elected and qualified. Officers serve at the discretion of the Board of
Directors. Information with respect to the business experience and affiliation of our directors is
set forth below:
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. Mr. Weinstein received his MBA from College of William and Mary and his
Bachelors degree in Economics from University of Virginia.
Dr. Berg has been a director of Bio-Imaging since January 1994, and is currently the
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President
of Health Care Insights, a healthcare research and consulting firm. Dr. Berg has been President of
Health Care Insights since 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. For the past 15 years, Dr. Berg has been a Contributing Editor to the Biomedical
Business & Technology newsletter, published by AHC Media. Dr. Berg received graduate degrees from
New York University Graduate School of Arts and Science and Graduate School of Business
Administration and received his Ph.D. in organic chemistry and BS from Yeshiva College.
Mr. Cimino has been a director of Bio-Imaging since February 2005. Mr. Cimino joined Covance,
Inc. in December 2003. He is President, Clinical Development Services and Corporate Senior Vice
President of Covance and is responsible for the global Phase I-III Development and IVRS businesses.
Mr. Cimino is a member of the Global Leadership Council, Operational Excellence Council and
reports to the Chief Operating 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
as 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, 2006, 2007 and 2008 Top 100 Most Influential People in Accounting by
Accounting Today in their September 20-October 10, 2004, September 26-October 10, 2005, September
18-October 1, 2006, September 24-October 7, 2007 and September 22-October 5, 2008 editions.
Accounting Today noted that Davidoffs views on issues affecting tax practice are heard at the
highest levels of government. CPA Magazine has also chosen Mr. Davidoff as one of the Top 50 IRS
Practitioners of 2008. 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
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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. He has lectured
nationally about periodontology, computer imaging for implant surgery, and systems thinking in
health care.
Dr. Adeoye Olukotun has been a director of Bio-Imaging since August 2008. Since January 2006,
Dr. Olukotun is the Chief Executive Officer of CardioVax Inc., a biotechnology company focused on
developing innovative cardiovascular therapies. Since September 2004, he is also a co-founder of
VIA Pharmaceuticals and served as the Chief Medical Officer since the companys formation. He is a
Board Certified Cardiologist and has more than twenty-five years of experience in clinical research
and drug development in the pharmaceutical industry. Dr. Olukotun has been instrumental in the
submission of more than fourteen New Drug Applications, Premarket Authorization Applications, and
510k Applications. Dr. Olukotun also played leading roles in the SAVE study involving captopril
(Capoten®) and the WOSCOPS, LIPID and CARE studies of pravastatin (Pravachol®). He has published
more than fifty articles in peer-reviewed scientific journals. Before CardioVax and VIA, Dr.
Olukotun founded CR Strategies, LLC, a clinical research and development consulting firm in
Princeton, NJ, and served as its Chief Executive Officer from 2000 to 2003. He also was Chief
Medical Officer of Esperion Therapeutics, Inc., a cardiovascular drug development company, until
its acquisition by Pfizer in 2004. From 1996 to 2000, Dr. Olukotun was Vice President of Medical
and Regulatory Affairs and Chief Medical Officer of Mallinckrodt, Inc. Prior to joining
Mallinckrodt, Dr. Olukotun spent fourteen years at Bristol-Myers Squibb Company, where he served as
Vice President of two divisions focused on cardiovascular research, and was involved in the
clinical development of several cardiovascular and lipid-regulating agents. Dr. Olukotun received
his MD degree from Albert Einstein College of Medicine, New York and obtained a MPH degree from
Harvard University School of Public Health, Boston. He is a Fellow of the American College of
Cardiology as well as the American Heart Association. He is a member of the Boards of Directors of
the publicly traded biotechnology companies, Icagen, Inc. of Durham, North Carolina and SemBioSys
Genetics, Inc. of Calgary, Alberta, Canada and privately held Milestone Pharmaceuticals Inc. of
Montreal, Canada.
Mr. Stack has been a director of Bio-Imaging since January 2000. Mr. Stack was appointed
President, Chief Executive Officer of Pacira Pharmaceuticals, Inc. in November 2007 and is Managing
Director of MPM Capital, the largest health venture capital firm dedicated to healthcare
investment, since 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. 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
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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.
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. Dr. Taylor holds Ph.D.
and Masters degrees in Biochemistry from Purdue University and a Bachelors degree in Chemistry
from Providence College.
On March 3, 2009, our Board of Directors elected Peter Benton, a current employee of the
Company, as the new Executive Vice President, President eClinical, an executive officer of the
Company. The Board of Directors also changed the title of Ted I. Kaminer from Senior Vice
President and Chief Financial Officer to Executive Vice President of Finance and Administration and
Chief Financial Officer and David A. Pitler from Senior Vice President, Operations to Executive
Vice President, President Bio-Imaging Services. Colin G. Miller, Senior Vice President, Medical
Affairs will no longer be an executive officer of the Company.
Our executive officers, their age, positions, the dates of their initial election or
appointment as executive officers, are as follows:
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Capacities in |
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Name |
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Which Served |
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Position Since |
Mark L. Weinstein(1)
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56 |
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President and Chief
Executive Officer
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February 1998 |
Ted I. Kaminer(2)
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50 |
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Executive Vice
President of Finance
& Administration and
Chief Financial
Officer
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February 2003 |
David A. Pitler(3)
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54 |
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Executive Vice
President, President
Bioimaging Services
Division
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December 2003 |
Peter S. Benton(4)
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Executive Vice
President, President
eClinical Division
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March 2009 |
Colin G. Miller, Ph.D.(5)
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48 |
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Senior Vice President,
Medical Affairs
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December 2003 |
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(1) |
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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. |
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Mr. Kaminer joined Bio-Imaging in February 2003 as our Senior Vice President and Chief
Financial Officer. In March, 2009, Mr. Kaminer was appointed Executive Vice President of
Finance and Administration 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. Mr. Kaminer received his BS
from Cornell University and an MBA in finance from The Wharton School, University of
Pennsylvania. |
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Mr. Pitler joined Bio-Imaging in March 2000 as our Vice President of Operations. In March
2009, Mr. Pitler was appointed Executive Vice President, President Bioimaging Services
Division. 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.
Mr. Pitler received his Bachelors degree from Colgate University. |
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Mr. Benton joined Bio-Imaging in September 2008 as President, Phoenix Data Systems Division.
In March 2009, Mr. Benton was appointed an executive officer of Bio-Imaging and his title was
changed to Executive Vice President, President eClinical Division. Mr. Benton was Chief
Operating Officer at etrials Worldwide, Inc. from July 2007 until April 2008. Mr. Benton was
also Managing Director of Wharton Venture Partners from April 2004 until July 2008.
Previously, Mr. Benton held the position of Vice President, Central Planning at Johnson &
Johnson Pharmaceutical Research & Development LLC from September 2001 until March 2004. Mr.
Bentons experience also includes general management experience at TRW, Inc.s automotive
sector and General Electric, where he started his career in the manufacturing management
program. Mr. Benton holds a BS in Mechanical Engineering from Northeastern University and an
MBA from The Wharton School, University of Pennsylvania. |
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Dr. Miller joined Bio-Imaging in May 1999 as our Vice President of Business Development when
we acquired Bona Fide Ltd. As of March 2009, Dr. Miller was no longer an executive officer of
Bio-Imaging. 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. Dr.
Miller received his Bachelors degree from University of Sheffield and his Ph.D. from
University of Hull. |
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
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executive officers serving as a member of our board or compensation committee.
Audit Committee
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 10 of this proxy statement. |
During fiscal 2008, 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 2008.
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.
Section 16(a) Beneficial Ownership Reporting Compliance
Our directors, our executive officers and any persons who beneficially own more than 10% of
our outstanding common stock are subject to the requirements of Section 16(a) of the Exchange Act,
which requires them to file reports with the Securities and Exchange Commission with respect to
their ownership and changes in their ownership of the Companys common stock.
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Based upon (i) the
copies of Section 16(a) reports that we received from such persons for their transactions in 2008
in the common stock and their common stock holdings, and (ii) the written representations received
from one or more of such persons that no annual Form 5 reports were required to be filed by them
for 2008, we believe that all reporting requirements under Section 16(a) for such year were met in
a timely manner by our directors, executive officers and beneficial owners of greater than 10% of
our common stock.
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.
Item 11. Executive Compensation.
COMPENSATION OF DIRECTORS
The following table sets forth certain information regarding the compensation of each non-employee
member of the Board of Directors for the 2008 fiscal year. Executive officers who serve on the
Board of Directors do not receive any additional compensation for such service.
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|
|
|
|
|
|
|
|
|
Equity |
|
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
Incentive |
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
Fees |
|
Stock |
|
Option |
|
Plan |
|
Deferred |
|
All Other |
|
|
|
|
|
|
|
|
Earned |
|
Units/Stock |
|
Awards |
|
Compen- |
|
Compensation |
|
Compen- |
|
Total |
Name |
|
Year |
|
in Cash |
|
Awards ($) |
|
($) |
|
sation ($) |
|
Earnings |
|
sation ($) |
|
($) |
(a) |
|
|
|
|
|
(b) |
|
(c) |
|
(d) |
|
|
|
|
|
|
|
|
|
|
Jeffrey H. Berg,
Ph.D.
|
|
|
2008 |
|
|
$ |
35,000 |
|
|
$ |
54,375 |
|
|
|
|
|
|
|
|
|
|
$ |
89,375 |
|
E. Martin Davidoff
|
|
|
2008 |
|
|
$ |
35,000 |
|
|
$ |
54,375 |
|
|
|
|
|
|
|
|
|
|
$ |
89,375 |
|
David E. Nowicki,
D.M.D.
|
|
|
2008 |
|
|
$ |
70,000 |
|
|
$ |
54,375 |
|
|
|
|
|
|
|
|
|
|
$ |
124,375 |
|
Adeoye Y. Olukotun,
M.D., M.P.H.,
F.A.C.C., FAHA
|
|
|
2008 |
|
|
$ |
12,425 |
|
|
$ |
76,100 |
|
|
|
|
|
|
|
|
|
|
$ |
88,525 |
|
David M. Stack
|
|
|
2008 |
|
|
$ |
35,000 |
|
|
$ |
54,375 |
|
|
|
|
|
|
|
|
|
|
$ |
89,375 |
|
James A. Taylor,
Ph.D.
|
|
|
2008 |
|
|
$ |
44,000 |
|
|
$ |
54,375 |
|
|
|
|
|
|
|
|
|
|
$ |
98,375 |
|
|
|
|
(a) |
|
Mr. Cimino, as a representative of Covance, Inc., declined and was not paid any compensation
for 2008. |
|
(b) |
|
This column represents the fees earned for service on the Board of Directors and Board and
committee during the 2008 fiscal year |
|
(c) |
|
This column reflects the compensation cost recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2008, in accordance with Statement of
Financial Accounting Standards No. 123 revised (SFAS 123(R)), with respect to the
outstanding restricted stock unit awards made to non-employee directors for service on the
Board of Directors, whether those awards were made in 2008 or any earlier fiscal year. The
reported amounts are based on the grant date fair value of each of those awards and have not
been adjusted for the potential impact of estimated forfeitures. Assumptions used in the
calculation of the SFAS 123(R) cost are included in Note 8 of the Notes to Consolidated
Financial Statements in our 2008 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 5, 2009. The grant date fair value of each restricted stock unit
awarded in 2008 was $7.25, except for Dr. Olukotun who was awarded 10,000 restricted stock
units upon election to the Board of Directors on August 25, 2008 at a grant date fair value of
$7.61, the fair market value of the Companys common stock on the award date. For further
information concerning such equity awards, see the section below entitled Equity
Compensation. |
|
(d) |
|
This column reflects the compensation cost recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2008, in accordance with Statement of
Financial Accounting Standards No. 123 revised (SFAS123(R)), with respect to the outstanding
stock option awards made to non-employee directors for service on the Board of Directors,
whether those awards were made in 2008 or any earlier fiscal year. The reported amounts are
based on the grant date fair value of each of those options and have not been adjusted for the
potential impact of estimated forfeitures. Assumptions used in the calculation of the SFAS
123(R) cost are included in Note 8 of the Notes to Consolidated Financial Statements in our
2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5,
2009. |
|
(e) |
|
The aggregate number of restricted stock units and stock option awards outstanding at
December 31, 2008 were: |
-8-
|
|
|
|
|
|
|
|
|
|
|
Aggregate Number of |
|
|
|
|
Shares Subject to |
|
Aggregate Number of Shares |
|
|
Restricted Stock Unit |
|
Subject to Stock Option |
|
|
Awards Outstanding on |
|
Awards Outstanding on |
Name |
|
December 31, 2008 |
|
December 31, 2008 |
Jeffrey H. Berg, Ph.D. |
|
|
12,500 |
|
|
|
92,059 |
|
E. Martin Davidoff |
|
|
12,500 |
|
|
|
27,000 |
|
David E. Nowicki, D.M.D. |
|
|
12,500 |
|
|
|
46,250 |
|
Adeoye Y. Olukotun,
M.D., M.P.H., F.A.C.C.,
FAHA |
|
|
10,000 |
|
|
|
0 |
|
David M. Stack |
|
|
12,500 |
|
|
|
71,250 |
|
James A. Taylor, Ph.D. |
|
|
12,500 |
|
|
|
58,885 |
|
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., a
nationally recognized independent compensation consulting firm, to review and propose a reasonable,
competitive and appropriate total compensation program for our directors.
Cash Compensation. The cash compensation structure for non-employee directors, except for
Mr. Cimino, for fiscal 2008 and for fiscal 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2009 |
Board Retainer |
|
$ |
25,000 |
|
|
$ |
25,000 |
|
Chairman, Board of Directors |
|
$ |
25,000 |
|
|
$ |
25,000 |
|
Chairman, Audit Committee |
|
$ |
15,000 |
|
|
$ |
15,000 |
|
Member, Audit Committee |
|
$ |
10,000 |
|
|
$ |
10,000 |
|
Chairman, Compensation Committee |
|
$ |
15,000 |
|
|
$ |
15,000 |
|
Member, Compensation Committee |
|
$ |
10,000 |
|
|
$ |
10,000 |
|
Chairman, Nominating & Corporate Governance Committee |
|
$ |
5,000 |
|
|
$ |
5,000 |
|
Member, Nominating & Corporate Governance Committee |
|
$ |
4,000 |
|
|
$ |
4,000 |
|
Equity Compensation. Each non-employee director, except for Mr. Cimino and Dr. Olukotun, was
granted restricted stock units on May 14, 2008 covering 7,500 shares. For fiscal 2009, each
non-employee director, except for Mr. Cimino, will be granted restricted stock units covering 7,500
shares. Each restricted stock unit which vests will entitle the director to one share of common
stock upon his or her cessation of Board service. The restricted stock units will vest as to
one-twelfth (1/12) of the covered shares upon completion of each successive month of Board service
over the twelve-month period measured from the grant date. The 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.
-9-
Dr. Olukotun was granted 10,000 restricted stock units on August 25, 2008 upon election to the
Board of Directors. These restricted stock units will vest as to one-ninth (1/9) immediately upon
election to the Board of Directors and the remaining eight-ninths (8/9) will vest in equal
installments upon completion of each successive month of service on the Board of Directors for the
period ending on May 20, 2009. Each restricted stock unit which vests will entitle Dr. Olukotun to
one share of common stock upon his cessation of Board service.
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.
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 2008 fiscal year. The Companys Chief Executive Officer, the CEO,
the 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.
On March 3, 2009, our Board of Directors elected Peter S. Benton, a current employee of the
Company, as the new Executive Vice President, President eClinical, an executive officer of the
Company. The Board of Directors also changed the title of Ted I. Kaminer from Senior Vice
President and Chief Financial Officer to Executive Vice President of Finance and Administration and
Chief Financial Officer and David A. Pitler from Senior Vice President, Operations to Executive
Vice President, President Bioimaging Services. Colin G. Miller, Senior Vice President, Medical
Affairs will no longer be an executive officer of the Company.
Compensation Objectives and Philosophy
The Compensation Committee, of the Companys Board of Directors, hereinafter referred to as the
Committee, 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:
|
|
|
Motivate, recruit and retain executives capable of meeting the Companys strategic
objectives; |
|
|
|
|
Provide incentives to ensure superior executive performance and successful financial
results for the Company; and |
|
|
|
|
Align the interests of executives with the long-term interests of stockholder. |
The Committee seeks to achieve these objectives by:
|
|
|
Establishing a compensation structure that is both market competitive and internally
fair; |
|
|
|
|
Linking a substantial portion of compensation to the Companys achievement of financial
objectives and the individuals contribution to the attainment of those objectives; |
|
|
|
|
Providing risk for underachievement and upward leverage for overachievement of goals;
and |
-10-
|
|
|
Providing long-term, equity-based incentives and encouraging direct share ownership by
executives. |
Setting Executive Compensation
In 2008, the Committee engaged J. Richard & Co., hereinafter referred to as J. Richard, a
nationally recognized independent compensation consulting firm, to provide competitive compensation
data and general advice on the Companys compensation programs and policies for named executive
officers. During 2008, J. Richard performed a market analysis of the compensation paid by
comparable peer group companies. 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 2008 fiscal year.
It is the Committees objective to target the total direct compensation (salary, bonus potential
and equity awards) 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 total direct compensation of each named executive officer, the
Committee also considers a number of other factors, including recent Company and individual
performance, the CEOs recommendations as to compensation levels for executive officers other than
himself, the cost of living in the Philadelphia and surrounding area and internal pay equity.
There is no pre-established policy for allocation of compensation between the cash and equity
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.
The peer group used for competitive comparisons in 2008 reflects companies with which the Company
competes for talent and consisted of the following companies: ActivIdentity Corporation, Alliance
Imaging, Inc., Amicas, Inc., Averion International Corporation, Encorium Group, Inc., eResearch
Technology Inc., Intevac, Inc., Natus Medical Incorporated, PDI, Inc., Phase Forward, Inc., and
QuadraMed Corporation.
Components of Compensation
For the 2008 fiscal year, the Companys executive compensation program for the named executive
officers was comprised primarily of the following three components:
|
|
|
Base salary; |
|
|
|
|
Annual short-term cash incentive and; |
|
|
|
|
Long-term equity incentive awards; |
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 component of compensation that provides a level of
-11-
security and stability from year to year and is not dependent to any material extent on the
Companys financial performance. In addition, Mr. Weinstein and Mr. Kaminer have an existing
employment agreement with the Company, which set a minimum annual salary, subject to periodic
upward adjustment at the discretion of the Committee. The Committee worked with J. Richard to
establish salary bands based on peer review for the named executive officers for the 2008 fiscal
year, with minimum to maximum opportunities that cover the normal range of market variability. The
actual base salary for each named executive officer was then derived from those salary bands based
on his or her responsibility, tenure and past performance and market comparability. For the 2008
fiscal year, this process, together with Committees recognition of the cost of living in the
Philadelphia and surrounding area, resulted in the Committees setting the base salaries of the
named executive officers at approximately the 25th percentile of the competitive base
salary amounts paid by the peer group companies.
Fiscal Year 2009 For the 2009 fiscal year, each named executive officers base salary was not
increased. The table below shows annual 2008 and 2009 base salary rates for each named executive
officer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Increase |
Name |
|
Title |
|
2008 Salary |
|
2009 Salary |
|
from 2008 |
Mark L. Weinstein |
|
President & CEO |
|
$ |
370,000 |
|
|
$ |
370,000 |
|
|
|
0 |
% |
Ted I. Kaminer |
|
Executive VP
Finance &
Administration &
CFO |
|
$ |
270,000 |
|
|
$ |
270,000 |
|
|
|
0 |
% |
David A. Pitler |
|
Executive VP,
President
Bioimaging Services
Division |
|
$ |
230,000 |
|
|
$ |
230,000 |
|
|
|
0 |
% |
Peter S. Benton |
|
Executive VP,
President eClinical
Division |
|
$ |
260,000 |
|
|
$ |
260,000 |
|
|
|
0 |
% |
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. The annual bonus
target for each executive officer is set at a percentage of base salary and is the same percentage
for all executive officers, except for the CEO who has a higher percentage. It is the Committees
intention to target annual incentive awards at the 50th percentile of similar bonus opportunities
offered by the peer group companies.
Fiscal 2008 Bonus Awards The target percentages set for the 2008 fiscal year were 100% of base
salary for the CEO and 80% of base salary for the other named executive officers. The actual bonus
amount awarded to each named executive officer for the 2008 fiscal year was determined by the
Committee on the basis of its subjective review of both Company and individual performance.
Company performance was evaluated in terms of service revenue and pre-tax income for the year.
However, no specific percentage of the named executive officers annual bonus amounts for the 2008
fiscal year were in the nature of discretionary awards based on the Committees subjective
assessment of Company performance and individual performance.
On the basis of that assessment, the Committee determined in February 2009 to make the bonus
-12-
awards
for the 2008 fiscal year to the CEO and the named executive officers as set forth in the table
below. The primary consideration which the Committee took into account in making such
determination was the fact that the Company met certain targets for its service revenue and pre-tax
income for fiscal 2008.
The table below details fiscal 2008 annual bonus targets and actual payouts for each of the named
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Target |
|
2008 Target |
|
2008 Actual |
|
2008 Actual |
|
|
|
|
|
|
Bonus |
|
Bonus |
|
Bonus |
|
Bonus |
Name |
|
Title |
|
($) |
|
(% Salary) |
|
($) |
|
(% Salary) |
Mark L. Weinstein |
|
President & CEO |
|
$ |
370,000 |
|
|
|
100 |
% |
|
$ |
280,100 |
|
|
|
76 |
% |
Ted I. Kaminer |
|
Executive VP
Finance &
Administration &
CFO |
|
$ |
216,000 |
|
|
|
80 |
% |
|
$ |
166,800 |
|
|
|
62 |
% |
David A. Pitler |
|
Executive VP,
President
Bioimaging Services
Division |
|
$ |
184,000 |
|
|
|
80 |
% |
|
$ |
142,100 |
|
|
|
62 |
% |
Colin G. Miller, Ph.D. |
|
Senior VP, Medical Affairs |
|
$ |
164,000 |
|
|
|
80 |
% |
|
$ |
102,500 |
|
|
|
50 |
% |
Fiscal 2009 Bonus Awards For fiscal year 2009, 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. Corporate performance targets may include such measures as annual
service revenue growth, pre-tax income, and other strategic financial metrics. Individual
performance targets may include operational and financial metrics, delivery of specific programs,
plans, and achievement of 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 2009 fiscal year awards, the potential payout may range from 0 to 100% of 2009 salary.
However, the Committee will have the discretion to increase the award for any named executive
officer (other than the CEO) 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 2009 target annual bonus for each
named executive officer, other than the CEO, is 90% of their base salary. The dollar amount of the
2009 target annual bonus for the CEO is 100% of his base salary.
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 stockholders.
The Committee establishes long-term incentive grant guidelines based on review of equity awards
from comparable peer group companies. Actual issuance of the stock awards to the CEO are
-13-
determined by the Committee based on his individual performance and the Companys financial
performance, usually measured in terms of the same financial metrics taken into account in
determining the annual bonus award. The Committee can potentially award stock options and other
equity awards to the named executive officers and other employees based on the recommendation of
the CEO. Actual grants for such individuals are based on individual performance, competitive total
compensation amounts, internal equity pay considerations, the potential impact on stockholder
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 following the press release of the Companys year end financials.
Fiscal Year 2008 Awards On February 27, 2008, the Committee awarded the CEO a stock bonus of
27,500 shares of common stock (of which, 11,165 shares were withheld to cover the withholding taxes
applicable to the issuance of the shares). The stock award was based on the CEOs performance for
fiscal year 2007. In addition, the other named executive officers, except for Peter S. Benton who
became a named executive officer on March 3, 2009, each received a stock option grant for 20,000
shares of common stock on February 27, 2008. Each option grant will vest as to 20% of the option
shares upon completion of one year of service measured from the grant date and the remainder will
vest in successive equal monthly increments over the next four years of continued service
thereafter. The exercise price for these stock options was the Companys fair market value on date
of grant.
Fiscal Year 2009 Awards On February 26, 2009, the Committee awarded the CEO a stock bonus of
25,000 shares of common stock (of which, 10,150 shares were withheld to cover the withholding taxes
applicable to the issuance of the shares). The stock award was based on the CEOs performance for
fiscal year 2008. In addition, the other named executive officers each received a stock option
grant for 40,000 shares of common stock on February 26, 2009. Each option grant will vest monthly
over the next four years of continued service. The exercise price for these stock options was the
Companys fair market value on date of grant. On March 4, 2009, we entered into an employment
agreement with our CEO for a three year term and granted him 40,000 restricted stock units that
vests over three years and the underlying common stock will be issued, after the vesting period,
and the earlier of: cessation of service; change in control; or seven years.
It is the Committees belief that such stock bonuses and stock option grants are essential to the
retention of the named executive officers and crucial to the long-term financial success of the
Company. The vesting schedules for the option grants 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.
Other Benefits
In General The named executive officers are offered the same benefits that are provided to other
employees and are not offered any additional benefits or perquisites, except that Mr. Weinstein is
provided with a monthly car allowance of $750 pursuant to the terms of his employment agreement.
Deferred Compensation Named executive officers, together with all other eligible employees
of the Company, can defer a portion of their compensation under the Bio-Imaging Technologies,
-14-
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 December 31, 2008, the Board of Directors entered into an
amended form of executive retention agreement with the named executive officers and certain other
officers of the Company. The agreement generally provides for payments of up to 24 months salary
and target bonus for the CEO and named executive officers in the event that the CEO and named
executive officers are terminated or resign for good reason in connection with a change of control
transaction. In addition, each unvested stock option or other equity award will vest immediately
upon a change in 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 that 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. The severance benefits payable in connection with a change in control
provide financial protection against any potential loss of employment that might otherwise occur as
a result of an acquisition of the Company and will allow the executive officers to focus their
attention on acquisition proposals that are in the best interests of the stockholders, without
undue concern as to their own financial situation. We also believe the single trigger vesting
acceleration of their equity awards upon a change in control is justified because those awards are
designed to serve as the primary vehicle for the executive officers to accumulate financial
resources for retirement, and a change in control event is an appropriate liquidation point for
awards intended for such purpose. The Company does not provide the executive officers with any
defined benefit pension plan or supplemental executive retirement plan, and the only other
opportunities for the accumulation of retirement funds is through the limited deferral
opportunities provided under the Companys 401(k) savings plan.
CEO Employment Agreement On March 4, 2009, our Board of Directors approved the 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, 2009 and ending on
February 28, 2012. The terms and conditions of the employment agreement are: (i) an annual base
salary of $370,000 in addition to certain benefits and perquisites; (ii) cash bonuses in amounts
that are to be determined by the Compensation Committee of the Board of Directors in accordance
with the Companys management incentive policy; (iii) the grant of a restricted stock award
covering 40,000 shares of our common stock to vest over a three year period, and thereafter,
equity incentive compensation awards from the Companys incentive compensation plans on a basis
commensurate with his position and responsibility is the sole discretion of the Compensation
Committee; (iv) a car allowance not to exceed $750.00 per month; and (v) continuation of annual
salary payments for a period of 180 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.
Tax Deductibility of Compensation
Under federal tax laws, a publicly-held company such as the Company is not allowed a federal income
tax deduction for compensation paid to certain executive officers to the extent that
-15-
compensation exceeds $1.0 million per covered officer in any year. The limitation applies only to
compensation that is not performance based. Non-performance based compensation paid to the
Companys covered executive officers for 2008 did not exceed the $1.0 million limit per officer,
and the Committee does not anticipate that the non-performance based compensation to be paid to the
Companys executive officers for the 2009 year will exceed that limit. To qualify for an exemption
from the $1.0 million deduction limitation, the stockholders approved an amendment to the Companys
2002 Stock Incentive Plan that imposed a limit on the maximum number of shares of common stock for
which any one participant may be granted stock options per calendar year. As a result of that
limitation, the compensation deemed paid to an executive officer in connection with the exercise of
options granted under the 2002 Stock Incentive Plan after that date with an exercise price equal to
the fair market value of the option shares on the grant date should in most instances qualify as
performance-based compensation that will not be subject to the $1.0 million limitation.
However, the Committee believes that it is establishing the cash and equity incentive compensation
programs for the Companys executive officers, 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 provide one or more executive officers with the opportunity to earn incentive
compensation, whether through cash bonus programs tied to the Companys financial performance, or
equity incentive grants tied to the executive officers continued service (such as service-vesting
restricted stock or restricted stock unit awards), which may be in excess of the amount deductible
by reason of Section 162(m) or other provisions of the Internal Revenue Code. The Committee
believes it is important to maintain cash and equity incentive compensation at the requisite level
to attract and retain the 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.
The following Summary Compensation Table sets forth information concerning compensation earned
for services rendered in all capacities to us and our subsidiaries for the years ended December 31,
2006, 2007 and 2008. Our Chief Executive Officer, our Chief Financial Officer and each of our two
other executive officers whose total compensation for the 2008 fiscal year exceeded $100,000
(collectively, the Named Executive Officers). No other executive officers who would have been
otherwise includable in such table on the basis of their total compensation for the 2008 fiscal
year have been excluded by reason of their termination of employment or change in executive status
during that year.
-16-
Summary Compensation Table
|
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|
|
|
|
|
|
|
|
Change in |
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
Deferred |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Compen- |
|
Compen- |
|
Compen- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
Awards |
|
sation |
|
sation |
|
sation |
|
Total |
Name |
|
Year |
|
Salary |
|
Bonus |
|
($) |
|
($) |
|
($) |
|
Earnings |
|
($) |
|
($) |
|
|
|
|
|
|
|
|
|
|
|
(a |
) |
|
|
(b |
) |
|
|
(c |
) |
|
|
|
|
|
|
|
|
|
|
(d |
) |
|
|
|
|
Mark L. Weinstein |
|
|
2008 |
|
|
$ |
363,269 |
|
|
$ |
280,100 |
|
|
$ |
91,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
734,869 |
|
President, Chief |
|
|
2007 |
|
|
$ |
329,461 |
|
|
$ |
193,500 |
|
|
$ |
202,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
724,961 |
|
Executive Officer |
|
|
2006 |
|
|
$ |
302,289 |
|
|
$ |
152,500 |
|
|
$ |
201,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
65,000 |
|
|
$ |
721,289 |
|
Ted I. Kaminer |
|
|
2008 |
|
|
$ |
264,231 |
|
|
$ |
166,800 |
|
|
|
|
|
|
$ |
76,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
507,631 |
|
Executive Vice |
|
|
2007 |
|
|
$ |
235,569 |
|
|
$ |
120,000 |
|
|
|
|
|
|
$ |
57,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
413,019 |
|
President Finance & |
|
|
2006 |
|
|
$ |
212,493 |
|
|
$ |
86,400 |
|
|
|
|
|
|
$ |
29,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
328,143 |
|
Administration,
Chief Financial
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a |
) |
|
|
(b |
) |
|
|
(c |
) |
|
|
|
|
|
|
|
|
|
|
(d |
) |
|
|
|
|
David A. Pitler |
|
|
2008 |
|
|
$ |
226,154 |
|
|
$ |
142,100 |
|
|
|
|
|
|
$ |
76,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
444,854 |
|
Executive Vice |
|
|
2007 |
|
|
$ |
205,385 |
|
|
$ |
105,000 |
|
|
|
|
|
|
$ |
57,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
367,835 |
|
President, |
|
|
2006 |
|
|
$ |
182,288 |
|
|
$ |
74,000 |
|
|
|
|
|
|
$ |
29,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
285,538 |
|
President
Bioimaging Services
Division |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colin G. Miller, |
|
|
2008 |
|
|
$ |
202,115 |
|
|
$ |
102,500 |
|
|
|
|
|
|
$ |
76,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
381,215 |
|
Ph.D. |
|
|
2007 |
|
|
$ |
187,231 |
|
|
$ |
95,000 |
|
|
|
|
|
|
$ |
57,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
339,681 |
|
Sr. Vice President, |
|
|
2006 |
|
|
$ |
173,192 |
|
|
$ |
70,000 |
|
|
|
|
|
|
$ |
29,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
272,442 |
|
Medical Affairs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
(a) |
|
The bonuses earned in the year stated were paid in March of the following year. |
|
(b) |
|
This column reflects the compensation cost recognized for financial statement reporting
purposes for the fiscal years ended December 31, 2008, December 31, 2007 and December 31,
2006, in accordance with SFAS 123R, with respect to outstanding restricted stock unit awards,
whether the awards were made in those fiscal years or any earlier fiscal year. The reported
amounts are based on the grant date fair value of each restricted stock unit award and have
not been adjusted for the potential impact of estimated forfeitures. The SFAS 123(R) grant
date fair value of each restricted stock unit awarded, as follows: $3.66 per unit for the
award made in 2008, $8.08 per unit for the award made in 2007 and $8.06 per unit for the award
made in 2006. |
|
(c) |
|
This column reflects the compensation cost recognized for financial statement reporting
purposes for the fiscal years ended December 31, 2008, December 31, 2007 and December 31,
2006, in accordance with SFAS 123(R), with respect to outstanding stock option awards, whether
the awards were made in those fiscal years or any earlier fiscal year. The reported amounts
are based on the grant date fair value of each of these options and have not been adjusted for
the potential impact of estimated forfeitures. Assumptions used in the calculation of the
SFAS 123(R) cost are included in Note 7 of the Notes to Consolidated Financial Statements in
our 2008 Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 5, 2009. The SFAS 123(R) grant date fair value of each stock option was
as follows: $3.83 per stock option for the awards made in 2008, $3.83 per stock option for
the awards made in 2007 and $1.95 per stock option for the awards made in 2006. |
|
(d) |
|
Represents a special sign-on bonus paid to our CEO in connection with his employment
agreement on March 1, 2006. In accordance with the rules of the
Securities and Exchange Commission, other |
-17-
|
|
|
|
|
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 $10,000 for the Named Executive Officer for the fiscal year. |
Grants of Plan-Based Awards in 2008 Table
The following table sets forth summary information regarding all grants of plan-based awards
made to the Named Executive Officers during the year ended December 31, 2008. As of the end of
2008, none of the Named Executive Officers held any equity incentive awards subject to performance
vesting requirements, and no non-equity incentive awards were made during the 2008 fiscal year.
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All |
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All |
|
Other |
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Other |
|
Option |
|
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|
|
|
|
|
|
Stock |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Number |
|
|
|
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
of |
|
Exer- |
|
Date Fair |
|
|
|
|
|
|
Estimated Future Payouts |
|
Estimated Future Payouts |
|
of |
|
Secur- |
|
cise or |
|
Value of |
|
|
|
|
|
|
Under Non-Equity |
|
Under Equity Incentive |
|
Shares |
|
ities |
|
Base |
|
Stock |
|
|
|
|
|
|
Incentive Plan Awards |
|
Plan Awards |
|
of |
|
Under- |
|
Price of |
|
and |
|
|
|
|
|
|
Thres- |
|
|
|
|
|
Maxi- |
|
Thres- |
|
|
|
|
|
Maxi- |
|
Stock |
|
lying |
|
Option |
|
Option |
|
|
|
|
|
|
hold |
|
Target |
|
mum |
|
hold |
|
Target |
|
mum |
|
or Units |
|
Options |
|
Awards |
|
Awards |
Name |
|
Grant Date |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
($/Sh) |
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Mark L. Weinstein |
|
|
02/27/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,500 |
|
|
|
|
|
|
|
|
|
|
$ |
212,300 |
|
Ted I. Kaminer |
|
|
02/27/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
$ |
7.72 |
|
|
$ |
76,600 |
|
David A. Pitler |
|
|
02/27/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
$ |
7.72 |
|
|
$ |
76,600 |
|
Colin G. Miller,
Ph.D. |
|
|
02/27/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
$ |
7.72 |
|
|
$ |
76,600 |
|
|
|
|
(a) |
|
This represents the full grant date fair value of the stock bonus awarded to the CEO and the
stock options awarded to the other Named Executive Officers, as determined in accordance with
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 $7.72. For the stock
options, the grant date fair value was calculated using the Black Scholes value on the grant
date of $3.83. For additional information on the valuation assumptions, refer to Note 8 of
the Notes to Consolidated Financial Statements in our 2008 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 5, 2009. |
-18-
Outstanding Equity Awards at 2008 Fiscal Year-End Table
The following table sets forth summary information regarding the outstanding equity awards
held by the Named Executive Officers at December 31, 2008. As of the end of the 2008 fiscal year,
none of the Named Executive Officers held any unearned equity incentive plan awards subject to
performance vesting requirements.
|
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|
|
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|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
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|
Equity |
|
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|
Incentive |
|
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Plan |
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|
Equity |
|
Awards: |
|
|
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|
Incentive |
|
Market or |
|
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|
Equity |
|
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|
|
|
Plan |
|
Payout |
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Value of |
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Unearned |
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Unearned |
|
Shares, |
|
|
|
|
|
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number of |
|
Value of |
|
Shares, |
|
Units or |
|
|
Number of |
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
Shares or |
|
Shares or |
|
Units or |
|
Other |
|
|
Securities |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
Units of |
|
Units of |
|
Other |
|
Rights |
|
|
Underlying |
|
Unexercised |
|
Unexercised |
|
Option |
|
|
|
|
|
Stock That |
|
Stock That |
|
Rights That |
|
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 |
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.72 |
|
|
|
02/01/2010 |
|
|
|
|
|
|
|
|
|
|
|
27,500 |
|
|
$ |
91,500 |
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.66 |
|
|
|
12/31/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.72 |
|
|
|
03/31/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.00 |
|
|
|
06/30/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.80 |
|
|
|
09/30/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ted I. Kaminer |
|
|
70,154 |
|
|
|
|
|
|
|
|
|
|
$ |
3.05 |
|
|
|
02/06/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
7.03 |
|
|
|
02/09/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,250 |
|
|
|
6,750 |
(b) |
|
|
|
|
|
$ |
4.00 |
|
|
|
03/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,500 |
|
|
|
9,500 |
(c) |
|
|
|
|
|
$ |
8.06 |
|
|
|
02/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
(d) |
|
|
|
|
|
$ |
7.72 |
|
|
|
02/27/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Pitler |
|
|
43,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.28 |
|
|
|
03/06/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.77 |
|
|
|
11/07/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.10 |
|
|
|
11/06/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
2.80 |
|
|
|
02/05/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
7.03 |
|
|
|
02/09/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,250 |
|
|
|
6,750 |
(b) |
|
|
|
|
|
$ |
4.00 |
|
|
|
03/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,500 |
|
|
|
9,500 |
(c) |
|
|
|
|
|
$ |
8.06 |
|
|
|
02/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
(d) |
|
|
|
|
|
$ |
7.72 |
|
|
|
02/27/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colin G. Miller |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.77 |
|
|
|
11/07/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1.10 |
|
|
|
11/06/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
2.80 |
|
|
|
02/05/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500 |
|
|
|
|
|
|
|
|
|
|
$ |
7.03 |
|
|
|
02/09/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,250 |
|
|
|
6,750 |
(b) |
|
|
|
|
|
$ |
4.00 |
|
|
|
03/01/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,500 |
|
|
|
9,500 |
(c) |
|
|
|
|
|
$ |
8.06 |
|
|
|
02/27/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
(d) |
|
|
|
|
|
$ |
7.72 |
|
|
|
02/27/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Market value based on $3.66 fair value of the Companys common stock at December 31, 2008. |
|
(b) |
|
Each of these options was granted on March 1, 2006 and vested as to 20% of the option shares
upon completion of one year of service measured from that grant date. The option will vest as
to the remainder of the option shares in successive equal monthly increments over the next
four years of continued service thereafter. |
|
(c) |
|
Each of these options will vest as to 20% of the option shares upon completion of one year of
service measured from the February 27, 2007 grant date, and the remainder will vest in
successive equal monthly increments over the next four years of continued service thereafter. |
|
(d) |
|
Each of these options will vest as to 20% of the option shares upon completion of one year of
service measured from the February 27, 2008 grant date, and the remainder will vest in
successive equal monthly increments over the next four years of continued service thereafter. |
-19-
Option Exercises and Stock Vested Table for Fiscal 2008
The following table summarizes the option exercises and vesting of stock awards for each of the
Named Executive Officers for the year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
Number of |
|
Value Realized |
|
Number of |
|
Value Realized |
|
|
Shares Acquired |
|
on Exercise |
|
Shares Acquired |
|
on Vesting |
|
|
on Exercise |
|
($) |
|
on Vesting |
|
($) |
Name |
|
(#) |
|
(a) |
|
(#) |
|
(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark L. Weinstein |
|
|
137,400 |
|
|
$ |
952,182 |
|
|
|
27,500 |
|
|
$ |
212,300 |
|
Ted I. Kaminer |
|
|
5,846 |
|
|
$ |
27,628 |
|
|
|
|
|
|
|
|
|
David A. Pitler |
|
|
12,000 |
|
|
$ |
75,840 |
|
|
|
|
|
|
|
|
|
Colin G.
Miller, Ph.D. |
|
|
11,000 |
|
|
$ |
78,320 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Value realized is determined by multiplying (i) the amount by which the market price of the
common stock on the date of exercise exceeded the exercise price by (ii) the number of shares
for which the option was exercised. |
|
(b) |
|
Value realized is determined by multiplying (i) the market price of the common stock on the
applicable vesting date by (ii) the number of shares that vested on that date. |
Pension Benefits Table
The Company does not have any defined benefit pension plans.
Nonqualified Deferred Compensation Table
The Company does not have any nonqualified deferred compensation.
Employment Contracts, Termination of Employment, and Change-in-Control Arrangements
On March 3, 2009, our board of directors approved the amended and restated employment
agreement with Mark Weinstein, President and Chief Executive Officer of the Company. This
agreement is for a three year term, beginning as of March 1, 2009 and ending on February 28, 2012.
The terms and conditions of the employment agreement provide: (i) an annual base salary of
$370,000, subject to periodic increase at the discretion of the Compensation Committee in addition
to certain benefits and perquisites; (ii) bonuses in amounts that are to be determined by the
Compensation Committee in accordance with the Companys management incentive policy; (iii)
incentive compensation awards under 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 a non-qualified deferral plan and (vi)
continuation of annual salary and target bonus payments for a period of 180 days after his
termination of employment, in the event his
-20-
employment is terminated by the Company for reasons other than cause, death or disability.
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, subject to periodic increase at the discretion of the Compensation Committee (Mr.
Kaminers current base salary for fiscal 2009 is $270,000) in addition to certain benefits and
perquisites; (ii) incentive compensation awards under 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 of $3.05 per share, the fair market value of our common
stock on the date of the execution of his employment agreement; and (iv) continuation of annual
salary and target bonus payments for a period of 180 days after his termination of employment, in
the event his employment is terminated by the Company for reasons other than cause, death or
disability.
On November 10, 2004, our board of directors approved executive retention agreements for our
Named Executive Officers. On December 31, 2008, our board of directors approved an amended form of
executive retention agreement for the Named Executive Officers and certain other officers of the
Company. This agreement generally provides for payments of up to 24 months salary and target bonus
in the event that the executives employment is terminated or the employee resigns for good reason
in connection with a change of control transaction. In addition, any outstanding unvested stock
options or other equity awards 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, 2008; and where applicable
reflect the closing price of the Companys common stock on that day of $3.66. 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, 2008. No incremental value is payable to
the Named Executive Officers in the event of termination for cause or voluntary termination,
although all unvested options and other equity awards will vest on an accelerated basis upon a
change in control of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested |
|
Unvested Stock |
|
|
|
|
|
|
|
|
Restricted Stock |
|
Options |
|
|
Name |
|
Cash Severance |
|
(a) |
|
(b) |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark L. Weinstein |
|
$ |
1,110,000 |
|
|
$ |
100,650 |
|
|
|
|
|
|
$ |
1,210,650 |
|
Ted I. Kaminer |
|
$ |
756,000 |
|
|
|
|
|
|
|
|
|
|
$ |
756,000 |
|
David A. Pitler |
|
$ |
644,000 |
|
|
|
|
|
|
|
|
|
|
$ |
644,000 |
|
Colin G.
Miller, Ph.D. |
|
$ |
574,000 |
|
|
|
|
|
|
|
|
|
|
$ |
574,000 |
|
|
|
|
(a) |
|
Unvested restricted stock or restricted stock unit awards and unvested stock options will
vest immediately upon a change in control, whether or not the Named Executive Officers
employment terminates at that time. |
-21-
|
|
|
(b) |
|
Represents the intrinsic value of the restricted stock or stock options that vest on an
accelerated basis upon the change in control and is calculated by multiplying (i) the amount
by which the fair market value per share at that time exceeds the exercise price (if any)
payable per share by the (ii) the number of shares which vest on an accelerated basis. |
Compensation Committee Interlocks and Insider Participation
Except for Mr. Weinstein, none of our executive officers serves as a member of the board of
directors 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. None of the members of our compensation committee has ever been our
employee or one of our officers.
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
annual report on Form 10-K and this 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/ Adeoye Y. Olukotun, M.D., M.P.H., F.A.C.C., FAHA
|
|
|
Adeoye Y. Olukotun, M.D., M.P.H., F.A.C.C., FAHA |
|
|
Compensation Committee Member |
|
|
-22-
|
|
|
Item 12. |
|
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters. |
Equity Compensation Plan Information
The following table provides information as of December 31, 2008 with respect to shares of our
common stock that may be issued under our existing equity compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Securities to be |
|
|
|
|
|
|
Issued Upon |
|
Weighted |
|
|
|
|
Exercise of |
|
Average Exercise |
|
Number of Securities |
|
|
Outstanding |
|
Price of |
|
Available for Future Issuance |
|
|
Options, Warrants |
|
Outstanding |
|
Under Equity Compensation |
Plan Category |
|
and Rights(1) |
|
Options (2) |
|
Plans |
Equity compensation
plans that have
been approved by
security holders |
|
|
1,790,673 |
|
|
$ |
4.58 |
|
|
|
1,132,739 |
(3) |
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,790,673 |
|
|
$ |
4.58 |
|
|
|
1,132,739 |
(3) |
|
|
|
(1) |
|
Includes (i) 1,225,104 options outstanding under the 2002 Plan, as amended and
restated on May 11, 2005 and May 14, 2008, (ii) 493,069 options outstanding under the 1991
Plan and (iii) 72,500 shares subject to restricted stock units outstanding under the 2002
Plan. |
|
(2) |
|
Calculated without taking into account the 72,500 shares of common stock subject to
outstanding restricted stock units that become issuable at a designated time following the
vesting of those units, without any cash consideration or other payment required for such
shares. |
|
(3) |
|
Represents shares of our common stock issuable pursuant to the 2002 Plan, as
amended and restated on May 11, 2005 and May 14, 2008. Shares reserved for issuance under the
2002 Plan may be issued upon the exercise of stock options or through direct stock issuances
or pursuant to restricted stock units that vest upon the attainment of prescribed performance
milestones or the completion of designated service periods. We do not intend to grant any
additional options or other equity awards under the 1991 Plan. |
-23-
Security Ownership of Certain Beneficial Owners and Management
There are, as of March 27, 2009, 89 holders of record and approximately 1,700 beneficial
holders of our common stock. The following table sets forth certain information, as of March 27,
2009, 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. Except as otherwise indicated
in the footnotes to the table or for shares of our common stock held in brokerage accounts, which
may from time to time, together with other securities held in those accounts, serve as collateral
for margin loans made from such accounts, none of the shares reported as beneficially owned are
currently pledged as security for any outstanding loan or indebtedness.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of |
|
Percent |
Name and Address of Beneficial Owner(1) |
|
Beneficial Ownership(1) |
|
of Class(2) |
(i) Certain Beneficial Owners: |
|
|
|
|
|
|
|
|
Covance Inc. |
|
|
2,355,000 |
|
|
|
16.4 |
% |
210 Carnegie Center
Princeton, New Jersey 08540 |
|
|
|
|
|
|
|
|
Nicusa Capital Partners LP |
|
|
1,127,140 |
(3) |
|
|
7.9 |
% |
17 State Street, 16th Floor
New York, NY 10004 |
|
|
|
|
|
|
|
|
Healthinvest Partners AB |
|
|
766,425 |
(3) |
|
|
5.3 |
% |
Arsenalsgatan 4
SE-111 47 Stockholm
Sweden |
|
|
|
|
|
|
|
|
Royce & Associates LLC |
|
|
761,523 |
(3) |
|
|
5.3 |
% |
1414 Avenue of the Americas
New York, New York 10019 |
|
|
|
|
|
|
|
|
(ii) Directors, Nominees, and Named Executive
Officers: |
|
|
|
|
|
|
|
|
Mark L. Weinstein |
|
|
506,176 |
(4) |
|
|
3.5 |
% |
Ted I. Kaminer |
|
|
118,904 |
(5) |
|
|
* |
|
David A. Pitler |
|
|
151,750 |
(6) |
|
|
1.0 |
% |
Peter S. Benton |
|
|
2,500 |
(7) |
|
|
* |
|
Jeffrey H. Berg, Ph.D. |
|
|
120,750 |
(8) |
|
|
* |
|
Richard F. Cimino |
|
|
|
|
|
|
|
|
E. Martin Davidoff, CPA, Esq |
|
|
50,430 |
(9) |
|
|
* |
|
David E. Nowicki, D.M.D. |
|
|
190,121 |
(10) |
|
|
1.3 |
% |
Adeoye Y. Olukotun, M.D., M.P.H., F.A.C.C., FAHA |
|
|
10,000 |
(11) |
|
|
* |
|
David M. Stack |
|
|
102,750 |
(12) |
|
|
* |
|
James A. Taylor, Ph.D. |
|
|
85,135 |
(13) |
|
|
* |
|
(iii) All directors and executive officers as a |
|
|
1,338,516 |
(4)(5)(6)(7)(8)(9)(10) |
|
|
8.9 |
% |
group (11 persons) |
|
|
(11)(12)(13) |
|
|
|
|
|
-24-
|
|
|
* |
|
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 14,356,253 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 27, 2009. |
|
(3) |
|
Such information is based upon our review of a Schedule 13G or Schedule 13F filed by the
holder with the SEC for the period ended December 31, 2008. |
|
(4) |
|
Includes 200,000 shares of common stock issuable pursuant to presently exercisable options or
options which will become exercisable within 60 days after March 27, 2009. |
|
(5) |
|
Represents 118,904 shares of common stock issuable pursuant to presently exercisable options
or options which will become exercisable within 60 days after March 27, 2009. Excludes 66,250
shares of common stock underlying options which become exercisable over time after such
period. |
|
(6) |
|
Includes 141,750 shares of common stock issuable pursuant to presently exercisable options or
options which will become exercisable within 60 days after March 27, 2009. Excludes 66,250
shares of common stock underlying options which become exercisable over time after such
period. |
|
(7) |
|
Represents 2,500 shares of common stock issuable pursuant to presently exercisable options or
options which will become exercisable within 60 days after March 27, 2009. Excludes 137,500
shares of common stock underlying options which become exercisable over time after such
period. |
|
(8) |
|
Includes 92,059 shares of common stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 27, 2009. Includes 12,500 shares
of common stock that will become issuable within 60 days after March 27, 2009 pursuant to
restricted stock units held by such individual were he or she to resign from the Board of
Directors as of that date. |
|
(9) |
|
Includes 27,000 shares of common stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 27, 2009. Includes12,500 shares
of common stock that will become issuable within 60 days after March 27, 2009 pursuant to
restricted stock units held by such individual were he or she to resign from the Board of
Directors as of that date. |
|
(10) |
|
Includes 54,913 shares of common stock owned by Dr. Nowicki in his individual retirement
account, 71,571 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 46,250 shares of common stock issuable
pursuant to presently exercisable options or options which will become exercisable within 60
days after March 27, 2009. Includes 12,500 shares of common stock that will become issuable
within 60 days after March 27, 2009 pursuant to restricted stock units held by such individual
were he or she to resign from the Board of Directors as of that date. |
|
(11) |
|
Represents 10,000 shares of common stock that will become issuable within 60 days after March
27, 2009 pursuant to restricted stock units held by such individual were he or she |
-25-
|
|
|
|
|
to resign from the Board of Directors as of that date. |
|
(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 27, 2009. Includes 12,500 shares
of common stock that will become issuable within 60 days after March 27, 2009 pursuant to
restricted stock units held by such individual were he or she to resign from the Board of
Directors as of that date. |
|
(13) |
|
Includes 58,885 shares of common stock issuable pursuant to presently exercisable options or
options which will be exercisable within 60 days after March 27, 2009. Includes 12,500 shares
of common stock that will become issuable within 60 days after March 27, 2009 pursuant to
restricted stock units held by such individual were he or she to resign from the Board of
Directors as of that date. |
|
|
|
Item 13. |
|
Certain Relationships and Related Transactions, and Director Independence. |
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
2009 fiscal year.
Review, Approval or Ratification of Transaction with Related Persons
Our Audit Committee reviews all related party transactions on an ongoing basis and all such
transactions between the Company and a director or officer are reviewed by the Audit Committee and
approved by the entire Board of Directors.
Director Independence
The Board currently consists of eight (8) directors. They are Mark L. Weinstein, Jeffrey H.
Berg, Ph.D, Richard F. Cimino, E. Martin Davidoff, CPA, Esq., David E. Nowicki, D.M.D., Adeoye Y.
Olukotun, M.D., David M. Stack and James A. Taylor, Ph.D. The Board has
determined that, except for Mr. Cimino and Mr. Weinstein, all of the members of the Board are
independent directors. Mr. Weinstein is not considered independent, as he is an executive officer
of the Company and Mr. Cimino is not considered independent because he is an executive officer of
Covance, Inc., a beneficial owner of 16.4% of our outstanding capital stock.
-26-
|
|
|
Item 14. |
|
Principal Accounting Fees and Services. |
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:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Audit Fees (1) |
|
$ |
426,650 |
|
|
$ |
341,880 |
|
Audit-Related Fees (2) |
|
|
259,985 |
|
|
|
|
|
Tax Fees (3) |
|
|
69,584 |
|
|
|
243,791 |
|
|
|
|
|
|
|
|
Total Audit, Audit Related and Tax Fees |
|
|
756,219 |
|
|
|
585,671 |
|
|
|
|
|
|
|
|
Other Non-audit Fees: |
|
|
|
|
|
|
|
|
All Other Fees (4) |
|
|
1,500 |
|
|
|
9,620 |
|
|
|
|
|
|
|
|
Total-Other Fees |
|
|
1,500 |
|
|
|
9,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
757,719 |
|
|
$ |
595,291 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consists of fees for professional services rendered in connection with the
audit of our financial statements for the year ended December 31, 2008 and December
31, 2007, and the reviews of the financial statements included in each of our
Quarterly Reports on Form 10-Q during the years ended December 31, 2008 and December
31, 2007, respectively, and fees for professional services rendered in connection with
documents filed with the Securities and Exchange Commission for the years ended
December 31, 2008 and December 31, 2007. |
|
(2) |
|
Consists of fees for due diligence related to business combinations. |
|
(3) |
|
Consists of fees incurred during the years ended December 31, 2008 and
December 31, 2007 relating to our tax compliance and tax planning. |
|
(4) |
|
Consists of fees for review of Sarbanes-Oxley documents and a subscription to
Comperio, an accounting literature database. |
Pre-Approval Policies and Procedures
None of the audit-related fees billed in 2008 and 2007 related to services required
pre-approval by the Audit Committee due to 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.
-27-
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.
-28-
PART IV
|
|
|
Item 15. |
|
Exhibits, Financial Statement Schedules. |
|
|
|
Exhibit |
|
|
Number |
|
Description of Document |
31.1
|
|
Certification by President and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
|
|
|
31.2
|
|
Certification by Vice President of Finance and Administration and
Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith) |
-29-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized this 30th day of April, 2009.
|
|
|
|
|
|
BIO-IMAGING TECHNOLOGIES, INC.
|
|
|
By: |
/s/ Mark L. Weinstein
|
|
|
|
Mark L. Weinstein, President and Chief |
|
|
|
Executive Officer |
|
-30-
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Mark L. Weinstein
Mark L. Weinstein
|
|
President and Chief Executive
Officer and Director
(principal executive officer)
|
|
April 30, 2009 |
|
|
|
|
|
/s/ Ted I. Kaminer
Ted I. Kaminer
|
|
Executive Vice President of Finance
and Administration and
Chief Financial Officer
(principal financial and
accounting officer)
|
|
April 30, 2009 |
|
|
|
|
|
/s/ Jeffrey H. Berg, Ph.D.
Jeffrey H. Berg, Ph.D.
|
|
Director
|
|
April 30, 2009 |
|
|
|
|
|
/s/ Richard F. Cimino
Richard F. Cimino
|
|
Director
|
|
April 30, 2009 |
|
|
|
|
|
/s/ E. Martin Davidoff, CPA, Esq.
E. Martin Davidoff, CPA, Esq.
|
|
Director
|
|
April 30, 2009 |
|
|
|
|
|
/s/ David E. Nowicki, D.M.D.
David E. Nowicki, D.M.D.
|
|
Chairman of the Board and
Director
|
|
April 30, 2009 |
|
|
|
|
|
/s/ Adeoye Y. Olukotun
Adeoye Y. Olukotun, M.D., M.P.H.,
F.A.C.C., FAHA
|
|
Director
|
|
April 30, 2009 |
|
|
|
|
|
/s/ David Stack
David Stack
|
|
Director
|
|
April 30, 2009 |
|
|
|
|
|
/s/ James A. Taylor, Ph.D.
James A. Taylor, Ph.D.
|
|
Director
|
|
April 30, 2009 |
-31-