Bio-Imaging Technologies Inc--Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): September 27, 2004

 

 

Bio-Imaging Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware   1-11182   11-2872047

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

826 Newtown-Yardley Road, Newtown, PA   18940
(Address of Principal Executive Offices)   (Zip Code)

 

(267) 757-3000

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Item 7.01. Regulation FD Disclosure.

 

On September 27, 2004, Bio-Imaging Technologies, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company has signed a non-binding letter of intent to acquire Heart Core B.V. The terms of the proposed transaction were not disclosed. The acquisition is subject to the execution of a definitive agreement and standard closing conditions, which remain to be negotiated. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

 

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit No.
  

Description

99.1   Press Release of Bio-Imaging Technologies, Inc. dated September 27, 2004.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    BIO-IMAGING TECHNOLOGIES, INC.

Dated: September 27, 2004

  

By:

  

/s/ Mark L. Weinstein

   

Name:

  

Mark L. Weinstein

   

Title:

  

President and Chief Executive Officer