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.
 
  Delaware
    
    11-2872047(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 826 Newtown-Yardley Road, Newtown, Pennsylvania
    
    18940-1721(Address of principal executive offices)
    
    (Zip Code)
  
 
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.00025 par value per share
    
    NASDAQ Global Market
 
 o þ
 o þ
 þ o
 o o
 þ
  Large
accelerated
filer oAccelerated
filer oNon-accelerated
filer o(Do not check if a
smaller reporting company)Smaller reporting
company þ o þ
   Class
    
    Number of SharesCommon Stock, $.00025 par value
    
    14,357,253




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EXPLANATORY NOTE




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##### 



TABLE OF CONTENTS
 Item
    
    
    
    
    
    
    
    PagePART III
    
    
    10.
    
    
    Directors, Executive Officers and Corporate Governance
    
    
    111.
    
    
    Executive Compensation
    
    
    712.
    
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    2413.
    
    
    Certain Relationships and Related Transactions, and
Director Independence
    
    
    2614.
    
    
    Principal Accounting Fees and Services
    
    
    27PART IV
    
    
    15.
    
    
    Exhibits, Financial Statement Schedules
    
    
    29SignaturesCertifications
 i




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##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
  Served as aName
    
    Age
    
    Director Since
    
    Position with the CompanyMark L. Weinstein
    
    
    56
    
    
    
    1998
    
    
    President, Chief
Executive Officer and
DirectorJeffrey H. Berg, Ph.D.
    
    
    65
    
    
    
    1994
    
    
    DirectorRichard F. Cimino
    
    
    49
    
    
    
    2005
    
    
    DirectorE. Martin Davidoff, CPA, Esq
    
    
    57
    
    
    
    2004
    
    
    DirectorDavid E. Nowicki, D.M.D.
    
    
    57
    
    
    
    1998
    
    
    Chairman of the Board
and DirectorAdeoye Y. Olukotun, M.D.,
M.P.H., F.A.C.C., FAHA
    
    
    64
    
    
    
    2008
    
    
    DirectorDavid M. Stack
    
    
    57
    
    
    
    2000
    
    
    DirectorJames A. Taylor, Ph.D.
    
    
    69
    
    
    
    1994
    
    
    Director
    -1-




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-2-




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® ®
  -3-




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##### 



Capacities in
    
    In CurrentName
    
    Age
    
    Which Served
    
    Position SinceMark L. Weinstein(1)
    
    
    56
    
    
    President and Chief
Executive Officer
    
    February 1998Ted I. Kaminer(2)
    
    
    50
    
    
    Executive Vice
President of Finance
& Administration and
Chief Financial
Officer
    
    February 2003David A. Pitler(3)
    
    
    54
    
    
    Executive Vice
President, President
Bioimaging Services
Division
    
    December 2003Peter S. Benton(4)
    
    
    44
    
    
    Executive Vice
President, President
eClinical Division
    
    March 2009Colin G. Miller, Ph.D.(5)
    
    
    48
    
    
    Senior Vice President,
Medical Affairs
    
    December 2003
 -4-




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##### 



(1)
    
    Mr. Weinstein assumed the responsibilities of Chief Financial Officer of Bio-Imaging from
January 31, 2001 to February 18, 2003, in addition to serving as our President and Chief
Executive Officer.(2)
    
    Mr. Kaminer joined Bio-Imaging in February 2003 as our Senior Vice President and Chief
Financial Officer. 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.(3)
    
    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 Bachelors degree from Colgate University.(4)
    
    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.
Bentons 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.(5)
    
    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 Bachelors degree from University of Sheffield and his Ph.D. from
University of Hull.  -5-




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##### 



Audit Committee
 Audit Committee
 
    
    appointing, approving the compensation of, and assessing the independence of, our
independent registered public accounting firm;
    
    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;
    
    reviewing and discussing with management and our independent registered public
accounting firm our annual and quarterly financial statements and related disclosures;
    
    monitoring our internal control over financial reporting, disclosure controls and
procedures and code of business conduct and ethics;
    
    overseeing our internal audit function;
    
    discussing our risk management policies;
    
    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;
    
    meeting independently with our internal auditing staff, independent registered
public accounting firm and management; and
    
    preparing the audit committee report required by SEC rules, which is included on
page 10 of this proxy statement.
    Section 16(a) Beneficial Ownership Reporting Compliance
  -6-




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##### 



Code of Business Conduct and Ethics
  
    
    honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    full, fair, accurate, timely, and understandable disclosure in reports and
documents filed with the SEC;
    
    compliance with applicable governmental laws, rules and regulations;
    
    the prompt internal reporting of violations of our Code of Ethics to an appropriate
person or persons identified in our Code of Ethics; and
    
    accountability for adherence to our Code of Ethics.
 www.bioimaging.com
 Item 11. Executive Compensation.
 COMPENSATION OF DIRECTORS
  -7-




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##### 



Change inNon-
    
    Pension ValueEquity
    
    andRestricted
    
    
    
    Incentive
    
    NonqualifiedFees
    
    Stock
    
    Option
    
    Plan
    
    Deferred
    
    All OtherEarned
    
    Units/Stock
    
    Awards
    
    Compen-
    
    Compensation
    
    Compen-
    
    TotalName
    
    Year
    
    in Cash
    
    Awards ($)
    
    ($)
    
    sation ($)
    
    Earnings
    
    sation ($)
    
    ($)(a)
    
    
    
    
    
    (b)
    
    (c)
    
    (d)Jeffrey H. Berg,
Ph.D.
    
    
    2008
    
    
    $
    35,000
    
    
    $
    54,375
    
    
    
    
    
    
    
    
    
    
    $
    89,375E. Martin Davidoff
    
    
    2008
    
    
    $
    35,000
    
    
    $
    54,375
    
    
    
    
    
    
    
    
    
    
    $
    89,375David E. Nowicki,
D.M.D.
    
    
    2008
    
    
    $
    70,000
    
    
    $
    54,375
    
    
    
    
    
    
    
    
    
    
    $
    124,375Adeoye Y. Olukotun,
M.D., M.P.H.,
F.A.C.C., FAHA
    
    
    2008
    
    
    $
    12,425
    
    
    $
    76,100
    
    
    
    
    
    
    
    
    
    
    $
    88,525David M. Stack
    
    
    2008
    
    
    $
    35,000
    
    
    $
    54,375
    
    
    
    
    
    
    
    
    
    
    $
    89,375James 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 Companys 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-




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Aggregate Number ofShares Subject to
    
    Aggregate Number of SharesRestricted Stock Unit
    
    Subject to Stock OptionAwards Outstanding on
    
    Awards Outstanding onName
    
    December 31, 2008
    
    December 31, 2008Jeffrey H. Berg, Ph.D.
    
    
    12,500
    
    
    
    92,059E. Martin Davidoff
    
    
    12,500
    
    
    
    27,000David E. Nowicki, D.M.D.
    
    
    12,500
    
    
    
    46,250Adeoye Y. Olukotun,
M.D., M.P.H., F.A.C.C.,
FAHA
    
    
    10,000
    
    
    
    0David M. Stack
    
    
    12,500
    
    
    
    71,250James A. Taylor, Ph.D.
    
    
    12,500
    
    
    
    58,885
  Cash Compensation
 2008
    
    2009Board Retainer
    
    $
    25,000
    
    
    $
    25,000Chairman, Board of Directors
    
    $
    25,000
    
    
    $
    25,000Chairman, Audit Committee
    
    $
    15,000
    
    
    $
    15,000Member, Audit Committee
    
    $
    10,000
    
    
    $
    10,000Chairman, Compensation Committee
    
    $
    15,000
    
    
    $
    15,000Member, Compensation Committee
    
    $
    10,000
    
    
    $
    10,000Chairman, Nominating & Corporate Governance Committee
    
    $
    5,000
    
    
    $
    5,000Member, Nominating & Corporate Governance Committee
    
    $
    4,000
    
    
    $
    4,000
 Equity Compensation.
 -9-




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##### 



COMPENSATION DISCUSSION AND ANALYSIS
   Compensation Objectives and Philosophy
  
    
    Motivate, recruit and retain executives capable of meeting the Companys 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.
  
    
    Establishing a compensation structure that is both market competitive and internally
fair;
    
    Linking a substantial portion of compensation to the Companys achievement of financial
objectives and the individuals contribution to the attainment of those objectives;
    
    Providing risk for underachievement and upward leverage for overachievement of goals;
and
 -10-




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##### 




    
    Providing long-term, equity-based incentives and encouraging direct share ownership by
executives.
 Setting Executive Compensation
  th th
  Components of Compensation
  
    
    Base salary;
    
    Annual short-term cash incentive and;
    
    Long-term equity incentive awards;
 Base Salary
 In General 
 -11-




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##### 



th
 Fiscal Year 2009 
 % IncreaseName
    
    Title
    
    2008 Salary
    
    2009 Salary
    
    from 2008Mark 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 
 Fiscal 2008 Bonus Awards
  -12-




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##### 



2008 Target
    
    2008 Target
    
    2008 Actual
    
    2008 ActualBonus
    
    Bonus
    
    Bonus
    
    BonusName
    
    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 
  Long-Term Incentive Equity Awards
 In General 
  -13-




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##### 



Fiscal Year 2008 Awards
 Fiscal Year 2009 Awards 
  Other Benefits
 In General
 Deferred Compensation
 -14-




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##### 



Other Benefits
 Executive Retention Agreement and CEO Employment Agreement
 Executive Retention Agreement 
 CEO Employment Agreement
 Tax Deductibility of Compensation
  -15-




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-16-




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##### 



Summary Compensation Table
 Change inPensionNon-Equity
    
    Value andIncentive
    
    NonqualifiedPlan
    
    Deferred
    
    All OtherStock
    
    Option
    
    Compen-
    
    Compen-
    
    Compen-Awards
    
    Awards
    
    sation
    
    sation
    
    sation
    
    TotalName
    
    Year
    
    Salary
    
    Bonus
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)(a
    )
    
    
    (b
    )
    
    
    (c
    )
    
    
    
    
    
    
    
    
    
    
    (d
    )Mark L. Weinstein
    
    
    2008
    
    
    $
    363,269
    
    
    $
    280,100
    
    
    $
    91,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    734,869President, Chief
    
    
    2007
    
    
    $
    329,461
    
    
    $
    193,500
    
    
    $
    202,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    724,961Executive Officer
    
    
    2006
    
    
    $
    302,289
    
    
    $
    152,500
    
    
    $
    201,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    65,000
    
    
    $
    721,289Ted I. Kaminer
    
    
    2008
    
    
    $
    264,231
    
    
    $
    166,800
    
    
    
    
    
    
    $
    76,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    507,631Executive Vice
    
    
    2007
    
    
    $
    235,569
    
    
    $
    120,000
    
    
    
    
    
    
    $
    57,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    413,019President Finance &
    
    
    2006
    
    
    $
    212,493
    
    
    $
    86,400
    
    
    
    
    
    
    $
    29,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    328,143Administration,
Chief Financial
Officer(a
    )
    
    
    (b
    )
    
    
    (c
    )
    
    
    
    
    
    
    
    
    
    
    (d
    )David A. Pitler
    
    
    2008
    
    
    $
    226,154
    
    
    $
    142,100
    
    
    
    
    
    
    $
    76,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    444,854Executive Vice
    
    
    2007
    
    
    $
    205,385
    
    
    $
    105,000
    
    
    
    
    
    
    $
    57,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    367,835President,
    
    
    2006
    
    
    $
    182,288
    
    
    $
    74,000
    
    
    
    
    
    
    $
    29,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    285,538President
Bioimaging Services
DivisionColin G. Miller,
    
    
    2008
    
    
    $
    202,115
    
    
    $
    102,500
    
    
    
    
    
    
    $
    76,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    381,215Ph.D.
    
    
    2007
    
    
    $
    187,231
    
    
    $
    95,000
    
    
    
    
    
    
    $
    57,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    339,681Sr. Vice President,
    
    
    2006
    
    
    $
    173,192
    
    
    $
    70,000
    
    
    
    
    
    
    $
    29,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    272,442Medical Affairs
 
 (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-




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##### 



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
  AllAll
    
    OtherOther
    
    OptionStock
    
    Awards:Awards:
    
    Number
    
    
    
    
    
    GrantNumber
    
    of
    
    Exer-
    
    Date FairEstimated Future Payouts
    
    Estimated Future Payouts
    
    of
    
    Secur-
    
    cise or
    
    Value ofUnder Non-Equity
    
    Under Equity Incentive
    
    Shares
    
    ities
    
    Base
    
    StockIncentive Plan Awards
    
    Plan Awards
    
    of
    
    Under-
    
    Price of
    
    andThres-
    
    
    
    
    
    Maxi-
    
    Thres-
    
    
    
    
    
    Maxi-
    
    Stock
    
    lying
    
    Option
    
    Optionhold
    
    Target
    
    mum
    
    hold
    
    Target
    
    mum
    
    or Units
    
    Options
    
    Awards
    
    AwardsName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(a)Mark L. Weinstein
    
    
    02/27/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    
    
    
    
    
    
    
    
    $
    212,300Ted I. Kaminer
    
    
    02/27/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    7.72
    
    
    $
    76,600David A. Pitler
    
    
    02/27/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    7.72
    
    
    $
    76,600Colin 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 awards 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
  Option Awards
    
    Stock AwardsEquityIncentivePlanEquity
    
    Awards:Incentive
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Unearned
    
    Shares,Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Shares,
    
    Units orNumber of
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units or
    
    OtherSecurities
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Other
    
    RightsUnderlying
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    ThatOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have Not(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    ($)
    
    ($)
    
    (#)
    
    ($)(a)Mark L. Weinstein
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    $
    0.72
    
    
    
    02/01/2010
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    $
    91,50010,000
    
    
    
    
    
    
    
    
    
    
    $
    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 Companys 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
  Option Awards
    
    Stock AwardsNumber of
    
    Value Realized
    
    Number of
    
    Value RealizedShares Acquired
    
    on Exercise
    
    Shares Acquired
    
    on Vestingon Exercise
    
    ($)
    
    on Vesting
    
    ($)Name
    
    (#)
    
    (a)
    
    (#)
    
    (b)Mark L. Weinstein
    
    
    137,400
    
    
    $
    952,182
    
    
    
    27,500
    
    
    $
    212,300Ted 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
  Nonqualified Deferred Compensation Table
  Employment Contracts, Termination of Employment, and Change-in-Control Arrangements
  -20-




---



##### 



Unvested
    
    Unvested StockRestricted Stock
    
    OptionsName
    
    Cash Severance
    
    (a)
    
    (b)
    
    TotalMark L. Weinstein
    
    $
    1,110,000
    
    
    $
    100,650
    
    
    
    
    
    
    $
    1,210,650Ted I. Kaminer
    
    $
    756,000
    
    
    
    
    
    
    
    
    
    
    $
    756,000David A. Pitler
    
    $
    644,000
    
    
    
    
    
    
    
    
    
    
    $
    644,000Colin 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 Officers
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
  COMPENSATION COMMITTEE REPORT
  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., FAHAAdeoye Y. Olukotun, M.D., M.P.H., F.A.C.C., FAHACompensation Committee Member -22-




---



##### 



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
 Equity Compensation Plan Information
  Number ofSecurities to beIssued Upon
    
    WeightedExercise of
    
    Average Exercise
    
    Number of SecuritiesOutstanding
    
    Price of
    
    Available for Future IssuanceOptions, Warrants
    
    Outstanding
    
    Under Equity CompensationPlan Category
    
    and Rights(1)
    
    Options (2)
    
    PlansEquity 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
  Amount and Nature of
    
    PercentName 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 08540Nicusa Capital Partners LP
    
    
    1,127,140
    (3)
    
    
    7.9
    %17 State Street, 16th Floor
New York, NY 10004Healthinvest Partners AB
    
    
    766,425
    (3)
    
    
    5.3
    %Arsenalsgatan 4
SE-111 47 Stockholm
SwedenRoyce & 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.
  Review, Approval or Ratification of Transaction with Related Persons
  Director Independence
  -26-




---



##### 



Item 14.
    
    Principal Accounting Fees and Services.
 Independent Registered Public Accounting Firm Fees and Other Matters
  2008
    
    
    2007Audit Fees (1)
    
    $
    426,650
    
    
    $
    341,880Audit-Related Fees (2)
    
    
    259,985
    
    
    
    Tax Fees (3)
    
    
    69,584
    
    
    
    243,791Total Audit, Audit Related and Tax Fees
    
    
    756,219
    
    
    
    585,671Other Non-audit Fees:All Other Fees (4)
    
    
    1,500
    
    
    
    9,620Total-Other Fees
    
    
    1,500
    
    
    
    9,620Total 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
   -27-




---



##### 



-28-




---



##### 



PART IV
 Item 15.
    
    Exhibits, Financial Statement Schedules.
 ExhibitNumber
    
    Description of Document31.1
    
    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-




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SIGNATURES
  BIO-IMAGING TECHNOLOGIES, INC.By:
    /s/ Mark L. WeinsteinMark L. Weinstein, President and ChiefExecutive Officer -30-




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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-