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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
BIO-IMAGING TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.00025 PER SHARE
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(Title of Class of Securities)
09056N103000
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(CUSIP Number)
RICHARD RALPH, TREASURER, 1100 EAST BROAD STREET, BOX 850, WESTFIELD, NJ 07090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 25, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 09056N103000
1. Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only). Fairview
Cemetery Of Westfield Corp. 22-0900920
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) O.O.
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization New Jersey
Number of Shares
Beneficially 7. Sole Voting Power 577,574
Owned by Each
Reporting Person 8. Shared Voting Power 0
With
9. Sole Dispositive Power 577,574
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 577,574
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
7.05%
14. Type of Reporting Person (See Instructions)
00-Not-for-Profit-Corporation
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.00025, par value
("Common Stock") of Bio-Imaging Technologies, Inc. The
principal executive offices of the Issuer are presently
located at 826 Newton - Yardley Road, Newton, Pennsylvania
18940-1721.
ITEM 2. IDENTITY AND BACKGROUND
The Reporting Person is Fairview Cemetery of Westfield Corp.,
a Not-for-Profit Corporation organized under New Jersey law.
Its principal business is to operate a cemetery. Its principal
business and office are at 1100 E. Broad Street, P.O. Box 850,
Westfield, New Jersey 07090.
Information relating to the trustees of Fairview Cemetery of
Westfield Corp., is set forth in Attachment I and is hereby
incorporated by reference in this Item 2.
Neither Fairview Cemetery of Westfield Corp., nor the trustees
listed on Attachment I, during the last five (5) years, has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Neither Fairview Cemetery
of Westfield Corp., nor the trustees listed on Attachment I,
during the last five (5) years, has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining final
violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 2, 2001, the Issuer elected to convert 319,446
shares of Series A Convertible Preferred Stock, $.00025 par
value per share (the "Series S Preferred Stock") held of
record by the Reporting Person into 319,446 shares of
restricted common stock, $.00025 par value per share. The
Reporting Person acquired the 319,446 shares of Series A
Preferred Stock in December 1995 at $1.20 per share.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was an investment by the
Reporting Person in the Issuer as part of the Reporting
Persons investment portfolio. The Reporting Person is not a
Director or Officer of the Issuer. The Reporting Person
reserves the right to actively pursue various proposals which
could relate to or would result in:
a. The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
c. A sale or transfer or a material amount of assets of
the Issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the Issuer;
f. Any other material change in the Issuer's business or
corporate structure;
g. Changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
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h. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
i. A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act;
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of June 4, 2001, the Reporting Person had an interest in
the Securities of the Issuer as follows:
Name: Fairview Cemetery of Westfield Corp.
No. of Shares: 577,574
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned*: 7.05%
*Based upon 8,190,545 shares of Common Stock outstanding as
reported in the Issuer's Form 10-QSB for the quarter ended
March 31, 2001.
During the past sixty (60) days, the Reporting Person sold
56,000 shares of Common Stock at an average price per share of
$0.99. In January and February 2001, the Reporting Person sold
24,700 shares at an average price per share of $.87. In
February and March 2000, the Reporting Person sold 104,168
shares at an average price per share of $1.43. All shares of
Common Stock were sold in open market transactions.
Information as to the trustees of the Reporting Person is set
forth in Attachment I and incorporated in this item by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Except as set forth elsewhere in this Schedule 13D, there are
no contracts, arrangements, understandings or relationships
among the Reporting Person or the trustees listed on
Attachment I, and any other person with respect to any
securities of the Issuer, including but not limited to the
transfer of voting of any securities, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June5, 2001 FAIRVIEW CEMETERY
OF WESTFIELD CORP.
By: /s/ Richard M. Ralph
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FAIRVIEW CEMETERY TRUSTEES
Attachment I
NUMBER OF
SHARES AS
TO WHICH
NAME & ADDRESS NUMBER OF SOLE POWER
PRINCIPAL OF CORPORATE SHARES OWNED PERCENTAGE OF TO VOTE AND
NAME OFFICER OCCUPATION EMPLOYER OF ISSUER SHARES OWNED SELL
---- ------- ---------- -------------- ------------ ------------- -----------
Frank Abella President Investment Investment
732 W. Eight St. Advisor Partners
Plainfield, NJ. Group 64,256(1) .78 64,256
07060 732 W. Eighth
561-3622 St.
Plainfield, NJ
Steven J. Burke Assistant Lawyer Younghans & 0 --- ---
141 Elmer St. Secretary Burke
P.O. Box 340
Westfield, NJ
07091
232-2300 - (H)
273-7327
Arthur C. Fried Vice Retired - - - - - - - - - - - -
623 Kesington Dr. President
Westfield, NJ
07090
232-5246
Mr. Richard Ralph Secretary Executive Fairview 2,500(4) 2,500
100 E. Broad St. Treasurer Director Cemetery
P.O. Box 850
Westfield, NJ
07091
Everson F. - - - Retired - - - - - - - - - - - -
Pearsall
10 Tisbury Court
Scotch Plains,
NJ 07076
815-9171
John Ricker - - - Insurance Milo - - - - - - - - -
19 Dartmiouth Associates
Ave., Apt. 1-A 1923
Bridgewater, NJ Westfield Ave.
08807 P.O. Bo 190
233-1000 Scotch
Plains, NJ
07076
Charles E. - - - CPA Roberts - - - - - - - - -
Roberts Bennasu & De
12 Hamilton Spirto
Avenue 282 South
Cranford, NJ Avenue
07016 Fanwood, NJ
276-0528 (Home)
889-1700 (Office)
Barbara - - Architect Vincent & - - - - - -
Vincentsen Asso.
238 St. Paul 238 St. Paul
Street St.
Westfield, NJ Westfield, NJ
07090 07090
232-4662 (Fax) 908-232-4642
232-0359 (H)
233-5845
Anthony Scutti - - - Retired - - - - - - - - - - - -
1065 Seward
Avenue
Westfield, NJ
07090
Franklyn - - - Retired - - - - - - - - - - - -
Sullebarger
550 Highland
Drive
Westfield, NJ
07090
232-3318 (800)
631-3128 x479
Donald W. - - - Retired - - - - - - - - - - - -
MacDonald
21 Giggleswick
Way
Edison, NJ 08820
(908) 561-7674
(Fax) 561-0889
Bill Shephard - - - Retired - - - --- - - - - - -
109 Golf Edge
Westfield, NJ
07090
(908)232-3696
NUMBER OF
SHARES AS TO TRANSACTIONS*
WHICH SHARED IN ISSUER
POWER TO VOTE SECURITIES IN
NAME AND SELL LAST 60 DAYS
---- -------- ------------
Frank Abella
732 W. Eight St.
Plainfield, NJ.
07060 4,666(2) 16,667(3)
561-3622
Steven J. Burke
141 Elmer St. ---
P.O. Box 340
Westfield, NJ
07091
232-2300 - (H)
273-7327
Arthur C. Fried
623 Kesington Dr. - - - - - -
Westfield, NJ
07090
232-5246
Mr. Richard Ralph
100 E. Broad St. - - - - - -
P.O. Box 850
Westfield, NJ
07091
Everson F.
Pearsall - - - - - -
10 Tisbury Court
Scotch Plains,
NJ 07076
815-9171
John Ricker
19 Dartmiouth - - - - - -
Ave., Apt. 1-A
Bridgewater, NJ
08807
233-1000
Charles E.
Roberts
12 Hamilton
Avenue - - - - - -
Cranford, NJ
07016
276-0528 (Home)
889-1700 (Office)
Barbara
Vincentsen
238 St. Paul
Street - - - - - -
Westfield, NJ
07090
232-4662 (Fax)
232-0359 (H)
233-5845
Anthony Scutti
1065 Seward
Avenue
Westfield, NJ - - - - - -
07090
Franklyn
Sullebarger
550 Highland
Drive - - - - - -
Westfield, NJ
07090
232-3318 (800)
631-3128 x479
Donald W.
MacDonald
21 Giggleswick
Way - - - - - -
Edison, NJ 08820
(908) 561-7674
(Fax) 561-0889
Bill Shephard
109 Golf Edge
Westfield, NJ
07090 - - - - - -
(908)232-3696
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1 Mr. Abella owns 21,806 shares in a personal account; 42,450 shares in an IRA
account.
2 In addition, Mr. Abella's firm, Investment Partners Group, of which he is a
CEO owns 4,666 shares for which he claims no beneficial interest.
3 During May 2001, Mr. Abella's firm, Investment Partners Group, also executed a
cashless exercise of a warrant at a price of $.63 per share resulting in the
acquisition of 16,667 shares, for which he disclaims beneficial interest.
4 Mr. Richard Ralph's shares are held in an IRA Account.
*DATE OF TRANSACTION; AMOUNT OF SECURITIES; PRICE PER SHARE; WHERE AND HOW
AFFECTED.