<PAGE>
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):
May 15, 1998
BORON, LePORE & ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-23093 22-2365997
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
17-17 Route 208 North, Fair Lawn, NJ 07410
(Address of principal executive offices and zip code)
(201) 791-7272
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
- ------- ------------------------------------
(a) On May 15, 1998, Boron, LePore & Associates, Inc., a Delaware
corporation (the "Registrant"), purchased substantially all of the assets and
assumed certain liabilities of Medical Education Systems, Inc., a Pennsylvania
corporation ("MES"), used by MES in its continuing medical education and
clinical sales training business. The purchase was consummated by MES
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Registrant ("MES Acquisition"). The Registrant currently intends to use the
assets to carry on substantially the same business as was conducted by MES. The
acquisition was made pursuant to the terms and conditions of an Asset Purchase
Agreement dated as of May 4, 1998 (the "Purchase Agreement") by and among the
Registrant, MES, MES Acquisition and certain stockholders of MES. A copy of the
Purchase Agreement was filed as an exhibit to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-51101) filed with
the Securities and Exchange Commission on May 5, 1998.
Pursuant to the Purchase Agreement and in consideration of the purchased
assets, the Registrant issued 160,103 shares of its common stock, par value $.01
per share (the "Registrant's Common Stock"), paid $10.0 million in cash and
assumed certain liabilities of MES. In addition, the Registrant may be required
to pay up to $10.0 million in contingent cash payments based on certain
operating income goals of the acquired business during the twelve-month period
subsequent to the acquisition date. This consideration was determined in arms-
length negotiations among the parties to the Purchase Agreement.
The funds used to pay the cash portion of the consideration were from the
Registrant's cash on hand.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------- ------------------------------------------------------------------
(a) Financial Statements of Businesses Acquired
Required financial statements of the businesses acquired will be filed by
the Registrant by amendment of this Current Report on Form 8-K no later than
July 29, 1998.
(b) Pro Forma Financial Information
Required pro forma financial information will be filed by the Registrant by
amendment of this Current Report on Form 8-K no later than July 29, 1998.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
2.1 Asset Purchase Agreement, dated as of May 4, 1998, by and among
Boron, LePore & Associates, Inc., Medical Education Systems,
Inc., MES Acquisition Corp. and certain stockholders
(incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on May 5, 1998
(Reg. No. 333-51101)).
<PAGE>
SIGNATURES
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.
Dated: May 28, 1998 BORON, LePORE & ASSOCIATES INC.
By: /s/ Gregory F. Boron
-------------------------------------
Gregory F. Boron
Chief Operating Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Asset Purchase Agreement, dated as of May 4, 1998, by and among
Boron, LePore & Associates, Inc., Medical Education Systems,
Inc., MES Acquisition Corp. and certain stockholders
(incorporated by reference to Amendment No. 1 to the Boron,
LePore & Associates, Inc. Registration Statement on Form S-1
filed with the Securities and Exchange Commission on May 5, 1998
(Reg. No. 333-51101)).
