<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Boron, LePore & Associates, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
BORON, LePORE & ASSOCIATES, INC.
17-17 ROUTE 208 NORTH
FAIR LAWN, NEW JERSEY, 07410
May 4, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Boron, LePore & Associates, Inc. (the "Annual Meeting") to be held on
Thursday, May 27, 1999, at 8:30 a.m. local time at the Sheraton Crossroads,
One International Boulevard, Mahwah, New Jersey.
The Annual Meeting has been called for the purpose of (i) electing two Class
II Directors for three-year terms; and (ii) considering and voting upon such
other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 3, 1999 as the
record date for determining stockholders entitled to notice of, and to vote
at, the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors of the Company recommends that you vote "FOR" the
election of the nominees of the Board of Directors as Directors of the
Company.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
Sincerely,
Patrick G. LePore
Chief Executive Officer, President
and Chairman
<PAGE>
BORON, LePORE & ASSOCIATES, INC.
17-17 ROUTE 208 NORTH
FAIR LAWN, NEW JERSEY, 07410
(201) 791-7272
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, May 27, 1999
Notice Is Hereby Given that the Annual Meeting of Stockholders of Boron,
LePore & Associates, Inc. (the "Company") will be held on Thursday, May 27,
1999, at 8:30 a.m., local time, at the Sheraton Crossroads, One International
Boulevard, Mahwah, New Jersey (the "Annual Meeting"), for the purpose of
considering and voting upon:
1. The election of two Class II Directors for three-year terms; and
2. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on May 3, 1999 as the
record date for determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting and any adjournments or postponements thereof.
Only holders of Common Stock of record at the close of business on that date
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
Martin J. Veilleux
Executive Vice President, Chief
Financial Officer
Secretary and Treasurer
Fair Lawn, New Jersey
May 4, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
BORON, LePORE & ASSOCIATES, INC.
17-17 ROUTE 208 NORTH
FAIR LAWN, NEW JERSEY, 07410
(201) 791-7272
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 27, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Boron, LePore & Associates, Inc. (the
"Company") for use at the Annual Meeting of Stockholders of the Company to be
held on Thursday, May 27, 1999 at 8:30 a.m., local time, at the Sheraton
Crossroads, One International Boulevard, Mahwah, New Jersey, 07410 and any
adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of two Class II Directors, each for a three-year term,
with each such term to continue until the annual meeting of stockholders in
2002 and until such Director's successor is duly elected and qualified; and
2. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of the Company on or about May 4, 1999 in connection
with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on May 3, 1999 as the record date
for the determination of stockholders entitled to notice of, and to vote at,
the Annual Meeting (the "Record Date"). Only holders of Common Stock of record
at the close of business on the Record Date will be entitled to notice of, and
to vote at, the Annual Meeting. As of the Record Date, there were
approximately 12,694,559 shares of Common Stock outstanding and entitled to
vote at the Annual Meeting and approximately 62 stockholders of record. Each
holder of a share of Common Stock outstanding as of the close of business on
the Record Date will be entitled to one vote for each share held of record
with respect to each matter submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. A quorum being present, the
affirmative vote of a plurality of the votes cast is necessary to elect each
of the nominees as Directors of the Company.
Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the meeting held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and with respect to which the broker or nominee
does not have discretionary voting power to
<PAGE>
vote such shares) will be counted for purposes of determining whether a quorum
is present for the transaction of business at the meeting. With respect to the
election of Directors, votes may be cast in favor of or withheld from the
nominee; votes that are withheld will be excluded entirely from the vote and
will have no effect. Broker non-votes will also have no effect on the outcome
of the election of the Directors.
Stockholders of the Company are requested to complete, date, sign and return
the accompanying Proxy Card in the enclosed envelope. Common Stock represented
by properly executed proxies received by the Company and not revoked will be
voted at the Annual Meeting in accordance with the instructions contained
therein. If instructions are not given therein, properly executed proxies will
be voted "FOR" the election of the nominees for Director listed in this Proxy
Statement. It is not anticipated that any matters other than the election of
Directors will be presented at the Annual Meeting. If other matters are
presented, proxies will be voted in accordance with the discretion of the
proxy holders.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of
the Company, or by signing and duly delivering a proxy bearing a later date,
or by attending the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not, by itself, revoke a proxy.
The Annual Report of the Company, including financial statements for the
fiscal year ended December 31, 1998 ("Fiscal 1998"), is being mailed to
stockholders of the Company concurrently with this Proxy Statement. The Annual
Report, however, is not a part of the proxy solicitation material.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of seven members and is
divided into three classes, with two Directors in Class I, three Directors in
Class II and two Directors in Class III. Directors serve for three-year terms
with one class of Directors being elected by the Company's stockholders at
each annual meeting. Roger B. Kafker, a current Class II Director, will not
stand for re-election at the Annual Meeting. The Board of Directors currently
intends to appoint a person in 1999 subsequent to the Annual Meeting to fill
this vacancy as provided in its By-laws.
At the Annual Meeting, two Class II Directors will be elected to serve until
the annual meeting of stockholders in 2002 and until the respective Directors'
successor is duly elected and qualified. The Board of Directors has nominated
Joseph E. Smith and Melvin Sharoky for re-election as Class II Directors.
Unless otherwise specified in the proxy, it is the intention of the persons
named in the proxy to vote the shares represented by each properly executed
proxy for the re-election of Mr. Smith and Dr. Sharoky as Directors. The
nominees have agreed to stand for re-election and to serve, if elected, as
Directors. However, if the persons nominated by the Board of Directors fail to
stand for election or are unable to accept election, the proxies will be voted
for the election of such other persons as the Board of Directors may
recommend.
Vote Required For Approval
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect each of the nominees as a Director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEES OF THE BOARD OF DIRECTORS AS DIRECTORS OF THE COMPANY.
2
<PAGE>
INFORMATION REGARDING DIRECTORS
The Board of Directors of the Company held seven meetings during Fiscal
1998. During Fiscal 1998, each of the incumbent Directors attended at least
71% of the total number of meetings of the Board and of the committees of
which he or she was a member. The Board of Directors has established an Audit
Committee (the "Audit Committee") and a Compensation Committee (the
"Compensation Committee"). The Audit Committee recommends the firm to be
appointed as independent accountants to audit financial statements and to
perform services related to the audit, reviews the scope and results of the
audit with the independent accountants, reviews with management and the
independent accountants the Company's annual operating results, considers the
adequacy of the internal accounting procedures and considers the effect of
such procedures on the accountants' independence. The Compensation Committee
reviews and recommends the compensation arrangements for officers and other
senior level employees, reviews general compensation levels for other
employees as a group, determines the options or stock to be granted to
eligible persons under the Company's stock option and grant plans and takes
such other action as may be required in connection with the Company's
compensation and incentive plans. The Audit Committee consists of Roger
Boissonneault and Roger Kafker and held two meetings during 1998. Following
the Annual Meeting, Dr. Sharoky will replace Mr. Kafker as a member of the
Audit Committee. The Compensation Committee consists of Jacqueline C. Morby
and John A. Staley, IV and held three meetings during 1998.
Non-employee directors other than Ms. Morby (the "Independent Directors")
receive a fee of $3,000 for each meeting of the Board of Directors and $1,500
for each committee meeting that they attend, and each director is reimbursed
for travel and other expenses incurred in attending meetings. Messrs.
Boissonneault, Smith and Staley each acquired 6,666 shares of restricted
Common Stock at the time he joined the Board. Dr. Sharoky was granted options
to purchase 10,000 shares of Common Stock upon joining the Board.
Set forth below is certain information regarding the Directors of the
Company, including the Class II Directors who have been nominated for election
at the Annual Meeting, based on information furnished by them to the Company.
<TABLE>
<CAPTION>
Director
Name Age Since
---- --- --------
<S> <C> <C>
Class II--Term Expires 1999
Roger B. Kafker(1).............................................. 36 1996
Joseph E. Smith*................................................ 59 1997
Melvin Sharoky*(2).............................................. 48 1999
Class III--Term Expires 2000
Patrick G. LePore............................................... 44 1996
Roger Boissonneault(1).......................................... 49 1997
Class I--Term Expires 2001
Jacqueline C. Morby(3).......................................... 60 1996
John A. Staley, IV(3)........................................... 54 1997
</TABLE>
- --------
* Nominee for re-election.
(1) Member of the Audit Committee.
(2) Chosen to become a Member of the Audit Committee following the Annual
Meeting.
(3) Member of the Compensation Committee.
3
<PAGE>
The principal occupation and business experience for at least the last five
years for each Director of the Company is set forth below.
Patrick G. LePore joined the Company in 1985 after six years at Hoffmann-La
Roche, a pharmaceutical company, where he worked as a product manager from
1982 to 1983 and as a product director from 1983 to 1985. He became President
and Chief Executive Officer of the Company in January 1992 and became Chairman
of the Board in December 1996.
Roger Boissonneault has served as a director of the Company since April,
1997 and is the President of Warner-Chilcott Laboratories, Inc., a
pharmaceutical company. Before becoming President of Warner-Chilcott
Laboratories, Inc. in April, 1996, he was associated with Warner-Lambert Co.,
the former parent company of Warner Chilcott, since 1976, most recently as
Vice President, Female Health Care from October, 1991 to January 1994 and Vice
President and General Manager from January, 1994 to April, 1996.
Jacqueline C. Morby has served as a director of the Company since December,
1996. She has been Managing Director or a partner of TA Associates, Inc. or
its predecessor since 1982. Ms. Morby is also a director of ANSYS, Inc., a
computer software company, Ontrack Data International, Inc., a data recovery
and software company, and Pacific Life Corp., a life insurance company.
Joseph E. Smith served in various positions with Warner-Lambert Co., a
pharmaceutical company, from March, 1989 until his retirement in September,
1997. He was a corporate vice president at Warner-Lambert and served as a
member of the office of the Chairman and as a member of the firm's management
committee. He also served as President, Pharmaceuticals (Parke-Davis) and
President, Shaving Products (Schick and Wilkinson Sword). Mr. Smith is also a
director of VIVUS, Inc., a pharmaceutical company, Penederm, Inc., a
pharmaceutical company, as well as Avanir Pharmaceuticals and Roberts
Pharmaceutical Corporation.
John A. Staley, IV has served as a director of the Company since May, 1997.
Mr. Staley was Chief Executive Officer of Federated Research Corp., an
investment management firm and a subsidiary of Federated Investors Inc. which
is, in turn, a wholly owned subsidiary of Federated Investors, a Delaware
business trust, from 1984 through November, 1994 when he retired. Upon his
retirement, Mr. Staley worked as a self-employed financial advisor from
November, 1994 to November, 1996 and has been the Chief Executive Officer of
Staley Capital Advisers, Inc., an investment advisory firm, from November,
1996 to present. He is also a director of Robroy Industries, Inc., a
manufacturer of conduit products.
Melvin Sharoky joined the Board of Directors in February, 1999. Dr. Sharoky
has been the President of Somerset Pharmaceuticals, Inc. from July, 1995 to
present. Beginning in February, 1993, Dr. Sharoky served as President and
Chief Executive Officer of Circa Pharmaceuticals, Inc. Following the merger of
Circa Pharmaceuticals, Inc. with Watson Pharmaceuticals, Inc. in July 1995,
Dr. Sharoky served as President of Watson Pharmaceuticals, Inc. and Chief
Executive Officer of Circa Pharmaceuticals, Inc., each until January, 1998.
4
<PAGE>
EXECUTIVE OFFICERS
The principal occupation and business experience for at least the last five
years for each current executive officer is set forth below (except for Mr.
LePore, whose business experience is discussed above).
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Patrick G. LePore....... 44 Chairman of the Board, President and Chief Executive Officer
Timothy J. McIntyre..... 43 Executive Vice President and President--Promotional Conferencing
Services Division
Brian J. Smith.......... 43 Executive Vice President and President--BLP Sales Support Division
Martin J. Veilleux...... 37 Executive Vice President--Finance, Chief Financial Officer,
Secretary and Treasurer
</TABLE>
- --------
Each of the officers holds his respective office until the regular annual
meeting of the Board of Directors following the annual meeting of stockholders
and until his successor is elected and qualified or until his earlier
resignation or removal.
Timothy J. McIntyre joined the Company as Executive Vice President--
Corporate Development and became Executive Vice President of the Company and
President--Promotional Conferencing Services Division in June 1997. Prior to
joining the Company, he served as President and Chief Executive Officer of
Managed Marketing LLC, a healthcare marketing intelligence company, from
October, 1995 until March, 1997. From June, 1991 until October, 1995, he was
President of Medical News Network, a subdivision of Whittle Communications LP,
a marketing communications company, and from 1987 to 1991, he was Group
President of VNU Group, a conglomerate of healthcare and consumer marketing
intelligence companies.
Brian J. Smith joined the Company as Executive Vice President and
President--BLP Sales Support Division in August 1997. Prior to joining the
Company, he served as Vice President of Sales and Marketing of Watson
Laboratories, Inc., a pharmaceutical manufacturing company and a subsidiary of
Watson Pharmaceuticals, Inc., from August, 1995 until joining the Company and
as Director of Marketing/Managed Care at Forest Laboratories, Inc., a
pharmaceutical manufacturing company from August, 1988 to July, 1995.
Martin J. Veilleux joined the Company as Controller in March, 1997 and
became Executive Vice President--Finance, Chief Financial Officer, Secretary
and Treasurer in July, 1997. Prior to joining the Company, he served in
positions of increasing responsibility over a ten year period at Concurrent
Computer Corporation, serving most recently as Director of Finance from
November, 1991 to September, 1994 and as Corporate Controller until leaving
Concurrent Computer in September, 1996.
5
<PAGE>
EXECUTIVE COMPENSATION
The following sections of this Proxy Statement set forth and discuss the
compensation paid or awarded during the last three years to the Company's
Chief Executive Officer and the four most highly compensated executive
officers at the end of Fiscal 1998 who earned in excess of $100,000 during
1998. (collectively, the "Named Executive Officers").
Summary Compensation
Summary Compensation. The following summary compensation table sets forth
information concerning compensation for services rendered in all capacities
awarded to, earned by or paid to the Named Executive Officers during each of
the last three fiscal years.
6
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
-------------------- -----------------------------
Securities All Other
Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) Options (shares) ($)
- --------------------------- ---- ---------- --------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Patrick G. LePore........ 1998 350,000 -- 100,000 77,113(1)(2)
Chairman, President 1997 315,000 45,000 100,000 73,167(1)(2)
and Chief Executive
Officer 1996 421,226 998,700(3) -- 1,769,301(3)(4)
Gregory F. Boron(5)...... 1998 285,000 -- -- 45,439(1)(2)
Chief Operating Officer 1997 285,000 -- -- 31,365(1)(2)
1996 392,886 897,200(3) -- 719,263(3)(4)
Timothy J. McIntyre(6)... 1998 225,000 100,000 110,000 98,807(1)(2)(7)
Executive Vice President 1997 113,462 100,000 249,999 86,970(1)(8)
1996 -- -- -- --
Brian Smith(9)........... 1998 217,308 -- 80,000 11,725(1)
Executive Vice President 1997 68,535 100,000 200,000 8,022(1)
1996 -- -- -- --
Martin J. Veilleux(10)... 1998 186,923 -- 105,000 9,976(1)
Executive Vice President
and 1997 101,500 30,000 59,999 7,886(1)
Chief Financial Officer 1996 -- -- -- --
</TABLE>
- --------
(1) For 1998, includes an auto allowance of $17,964 for Mr. LePore, $13,440
for Mr. Boron, $8,400 for Mr. Smith and $9,000 for Mr. Veilleux. Also
includes insurance premiums paid by the Company of $29,264 on behalf of
Mr. LePore, $19,620 paid on behalf of Mr. Boron, $4,375 paid on behalf of
Mr. McIntyre, $3,325 paid on behalf of Mr. Smith and $976 paid on behalf
of Mr. Veilleux. For 1997, includes an auto allowance of $12,619 for Mr.
LePore, $9,645 for Mr. Boron, $3,388 for Mr. McIntyre, $3,150 for Mr.
Smith, and $3,000 for Mr. Veilleux; and insurance premiums paid by the
Company of $17,461 on behalf of Mr. LePore, $14,339 on behalf of Mr.
Boron, $8,582 paid on behalf of Mr. McIntyre, $4,872 paid on behalf of
Mr. Smith, and $4,886 paid on behalf of Mr. Veilleux.
(2) For 1998, includes club dues paid by the Company on behalf of Mr. LePore
of $29,885, $12,370 paid on behalf of Mr. Boron and $15,262 paid on
behalf of Mr. McIntyre. For 1997, includes club dues paid by the Company
of $43,087 for Mr. LePore and $7,381 paid on behalf of Mr. Boron.
(3) Includes special bonuses, including a bonus paid as part of the Company's
1996 recapitalization transaction, totaling the following amounts: Mr.
LePore $1,739,499 and Mr. Boron $696,125. See "Certain Transactions."
(4) Includes premiums on life insurance paid by the Company of $29,802 on
behalf of Mr. LePore and $23,138 paid on behalf of Mr. Boron.
(5) Mr. Boron resigned on February 3, 1999.
(6) Employment commenced in January, 1997.
(7) Includes $79,170 paid for an apartment.
(8) Includes a relocation bonus of $75,000.
(9) Employment commenced in August, 1997.
(10) Employment commenced in March, 1997.
7
<PAGE>
Executive Bonus Plan. The Company has an executive bonus plan to provide
incentive bonuses to executive officers of the Company for the attainment of
financial and other objectives. Target awards are expressed as a percentage of
the executive's base salary. Actual awards are based on the target award as
adjusted for Company and individual performance. Company performance is
measured by pre-established earnings per share objectives. Individual
performance is based on a subjective evaluation of the executive's personal
performance. Depending on actual Company and individual performance, the
actual bonus may range from 0% to 200% of the individual's target bonus.
Option Grants. The following table sets forth certain information
concerning the grant of options to purchase Common Stock of the Company to the
Named Executive Officers who received such grants during Fiscal 1998.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value
at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term(1)
------------------------------------------------ ---------------------
Number of Percent
Securities of Total
Underlying Options Exercise
Options Granted or Base
Granted to Employees Price Per Expiration
Name (#)(2) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ---------- -------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Patrick G. LePore....... 100,000(3) 8.65% 29.69 12/16/08 1,866,781 4,731,173
Timothy J. McIntyre..... 30,000(4) 2.60% 29.88 6/16/08 563,497 1,428,242
80,000(3) 6.92% 29.69 12/16/08 1,493,425 3,784,938
Brian J. Smith.......... 20,000(4) 1.73% 29.88 6/16/08 375,665 952,161
60,000(3) 5.19% 29.69 12/16/08 1,120,069 2,838,704
Martin J. Veilleux...... 30,000(4) 2.60% 29.88 6/16/08 563,497 1,428,242
75,000(3) 6.49% 29.69 12/16/08 1,400,086 3,548,380
</TABLE>
- --------
(1) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5%
and 10% over the full 10-year term of the options. The 5% and 10% assumed
rates of appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future Common Stock prices. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise of the option or the sale of the
underlying shares, or reflect non-transferability, vesting or termination
provisions. The actual gains, if any, on the exercises of stock options
will depend on the future performance of the Common Stock.
(2) All options are subject to the employee's continued employment and
terminate ten years after the grant date. All options were granted at fair
market value as determined by the Board of Directors/Compensation
Committee of the Board of Directors.
(3) Such options become exercisable in four equal annual installments,
beginning on December 16, 1999.
(4) Such options become exercisable in four equal annual installments,
beginning on June 16, 1999.
8
<PAGE>
Option Exercises and Option Values. The following table sets forth
information concerning options exercised by the named Executive Officers
during the fiscal year, as well as the number and value of unexercised options
to purchase Common Stock of the Company held by the Named Executive Officers
who held such options at December 31, 1998.
Aggregated Option Exercises in Fiscal Year 1998 and
Fiscal Year-End 1998 Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Shares Options at Fiscal Options at Fiscal
Acquired On Year-End Year-End
Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable (#) Unexercisable ($)(1)
---- ----------- ------------ ----------------- ---------------------
<S> <C> <C> <C> <C> <C>
Patrick G. LePore....... -- -- 25,000 175,000 $312,500/$1,418,750
Timothy J. McIntyre..... 40,000 817,300 118,332 201,667 $1,258,814/$2,506,258
Brian J. Smith.......... -- -- 133,332 146,668 $2,999,970/$1,881,280
Martin J. Veilleux...... -- -- 14,999 150,000 $345,994/$1,537,670
</TABLE>
- --------
(1) Based on the last reported sale price on the Nasdaq National Market on
December 31, 1998 ($34.50 per share) less the option exercise price.
Employment Agreements With Executive Officers
In March, 1999, the Company entered into an employment agreement with Mr.
LePore. Mr. LePore receives an annual base salary of $350,000. The agreement
is initially for a four year period, ending March 30, 2003. In the event of a
termination of employment without cause or a material breach by the Company,
the agreement provides for severance equal to two times Mr. LePore's base
salary plus two times Mr. LePore's most recently paid annual bonus (or plus
two times his target bonus in the year of termination, if higher). If Mr.
LePore elects to terminate his employment with the Company within thirty (30)
days following a change of control of the Company (as defined), or if Mr.
LePore's employment is terminated by the Company without cause or upon
Mr. LePore's resignation for Good Reason (as defined), in either case within
eighteen months following a change in control of the Company, Mr. LePore will
be entitled to a lump sum payment equal to three times his current salary (or
his salary immediately prior to the change of control, if higher), plus three
times his highest bonus (as defined) plus an amount that will make Mr. LePore
whole after he pays all taxes due on the amounts he receives. Mr. LePore's
employment agreement provides that Mr. LePore may not engage in certain
competitive activities, which activities include peer influence meetings,
telemarketing activities, contract sales, field force logistics services and
outsource marketing involving pharmaceutical and healthcare companies without
the Company's consent for a period of two years (or three years in certain
circumstances) following his termination of employment with the Company.
In March, 1999, the Company entered into Employment Agreements with Brian J.
Smith and Martin J. Veilleux. These agreements are substantially similar and
provide for base salary payments of $225,000 per year. These agreements are
for two year periods and automatically extend for one year periods unless
either party gives notice of its intent not to enter into the extension. In
the event of a termination by the Company without cause or a termination by
the executive following an uncured material breach by the Company, the
agreements provide for the payment of base salary for one year from the date
of termination, plus the payment of any target bonus
9
<PAGE>
for the year of termination whether or not earned as of such termination. If
an executive's employment is terminated by the Company without cause or upon
the executive's resignation for Good Reason (as defined), in either case
within eighteen months following a change in control of the Company, the
executive will be entitled to a lump sum payment equal to two times his
current salary plus two times his highest bonus (as defined), rather than the
one year payments described above. The Executive Vice President employment
contracts prohibit competition with the Company for a period of one year
following termination of employment.
In June 1997, the Company entered into an Employment Agreement with Timothy
J. McIntyre. The agreement provides for (i) an annual base salary of $225,000,
(ii) an employment term ending on June 9, 1999 with potential one-year
renewals thereafter, subject to earlier termination by either party, and (iii)
the continuation of base salary and benefit payments until the later of June
9, 1999 or one year following termination of employment in the event the
employee's employment is terminated by the Company without cause (as defined)
or by Mr. McIntyre following a material default by the Company. Mr. McIntyre's
agreement prohibits competition with the Company until June 9, 1999 or the
first anniversary of the termination of his employment, if later. This
agreement has been amended to provide for a base salary of $250,000. The
Company is currently in the process of negotiating a new employment agreement
with Mr. McIntyre.
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The Compensation Committee is responsible for the oversight of all of the
Company's compensation policies and practices including benefits and
perquisites. Compensation is defined as base salary, all forms of variable pay
and pay-for-performance, and stock options, restricted stock or any other
plans directly or indirectly related to the Company's stock. Members of the
Compensation Committee will be appointed from the Board of Directors annually
at the first meeting of the Board following the annual meeting of
stockholders. Not less than a majority of the Compensation Committee will
consist of outside directors. It is also envisioned that the composition of
the Compensation Committee will reflect the requirements of Rule 16b-3 under
the Securities Exchange Act of 1934 as in effect from time to time.
Compensation Philosophy. The objective of the Company's Compensation
Committee is to provide compensation that will attract and retain executives,
motivate each executive toward the achievement of the Company's short and
long-term financial goals and objectives and recognize individual
contributions as well as overall business results. In order to achieve this
objective, the primary focus of the Compensation Committee has been on the
competitiveness of each of the key elements of executive compensation (base
salary, bonus and stock option grants) and the compensation package as a
whole. In general, the Compensation Committee believes that total compensation
should reflect both the relative performance of the Company among its peer
group as listed in the Peer Issuer Index and other public companies of similar
size as well as the Committee's subjective assessment of the Company's
performance as measured against its own objectives. The Company's objectives
include quantitative factors that directly improve the Company's short-term
financial performance and qualitative factors that strengthen the Company's
ability to enhance profitable growth over the long-term, such as demonstrated
leadership ability, management development, insuring compliance with laws,
regulations and Company policies, and anticipating and responding to changing
market and economic conditions.
Compensation of the Chief Executive Officer. Mr. LePore's 1998 compensation
was determined at the time of the Company's recapitalization transaction in
December, 1996 when the Company entered into a three year employment agreement
with him which was subsequently amended in November 1997 based on 1997
business
10
<PAGE>
performance to provide for an annual base salary of $350,000. Mr. LePore was
also awarded options to purchase 100,000 shares of the Company's Common Stock
at an exercise price of $29.69 per share in order to provide him with a long-
term incentive tied to the Company's performance. Mr. LePore's employment
agreement was amended in March, 1999. See "Employment Agreements With
Executive Officers."
Deductibility of Executive Compensation. The Compensation Committee's
executive compensation strategy is designed to be cost and tax effective.
Therefore, the Compensation Committee's policy is, where possible and
considered appropriate, to preserve corporate tax deductions, including the
deductibility of compensation paid to officers pursuant to Section 162(m) of
the Internal Revenue Code, while maintaining the flexibility to approve
compensation arrangements which it deems to be in the best interests of the
Company and its stockholders, but which may not always qualify for full tax
deductibility.
Compensation Committee
Jacqueline C. Morby
John A. Staley, IV
11
<PAGE>
Shareholder Return Performance Graph
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock, based
on the market price of the Company's Common Stock with the total return of
companies included within the Nasdaq Stock Market Index and a peer group of
companies engaged in contract research and outsourcing for the pharmaceutical
industry, including companies engaged in contract sales for the pharmaceutical
industry (the "Peer Issuer Index") for the period commencing September 24,
1997 and ended December, 1997 and the year 1998. The members of the Peer
Industry Index are Applied Analytical Industries, Clintrials Research, Inc.,
Covance, Inc., Parexel International Corp., Pharmaceutical Product
Development, Inc., Quintiles Transnational Corp. and Snyder Communications,
Inc. The calculation of total cumulative return assumes a $100 investment in
the Company's Common Stock, the Nasdaq Stock Market Index and the Peer
Industry Index on September 24, 1997, the first day of trading of the
Company's Common Stock, and the reinvestment of all dividends.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
9/24/1997 12/31/1997 12/31/1998
<S> <C> <C> <C>
NASDAQ STOCK MARKET INDEX 100 93.0628 129.944
BORON, LEPORE & ASSOCIATS, IN 100 121.5469 152.4862
PEER INDUSTRY INDEX 100 101.2475 122.7273
</TABLE>
12
<PAGE>
Compensation Committee Interlocks and Insider Participation
Since December 1996, all executive officer compensation decisions have been
made by the Compensation Committee. Prior to December 1996, executive officer
compensation decisions were made by Mr. LePore. The Compensation Committee
reviews and makes recommendations to the Board of Directors regarding the
compensation for senior management and key employees of the Company, including
salaries and bonuses. The current members of the Compensation Committee are
Ms. Morby and Mr. Staley, neither of whom is an officer of the Company.
13
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
Security Ownership of Management Certain Beneficial Owners
The following table sets forth information as to the beneficial ownership of
the Company's Common Stock as of April 16, 1999 of (i) persons or entities
known to the Company to own, directly or indirectly, more than five percent of
the Company's Common Stock; (ii) each Director and the Named Executive
Officers of the Company and (iii) all Directors and Executive Officers of the
Company as a group. All individuals listed in the table have sole voting and
investment power over the shares reported as owned unless otherwise indicated,
subject to community property laws where applicable.
<TABLE>
<CAPTION>
Shares Beneficially
Owned
-----------------------
Name and Address of Beneficial Owner Number Percent
- ------------------------------------ ------------ ----------
<S> <C> <C>
AMVESCAP PLC(1)(2)..................................... 688,800 5.4%
11 Devonshire Square
London, EC2M 4YR
Chartwell Investment Partners(1)....................... 722,400 5.7%
1235 Westlakes Drive
Suite 330
Berwyn, PA 19312
T. Rowe Price Associates, Inc.(1)...................... 741,428 5.8%
100 East Pratt Street
Baltimore, MD 21202
T. Rowe Price New Horizons Fund, Inc.(1)............... 700,000 5.5%
100 East Pratt Street
Baltimore, MD 21202
Patrick G. LePore(3)................................... 818,333 6.4%
Gregory F. Boron(4).................................... 721,333 5.7%
Roger Boissonneault(5)................................. 6,666 *
Roger B. Kafker(6)..................................... 11,524 *
Jacqueline C. Morby(6)................................. 11,524 *
Melvin Sharoky(7)...................................... 10,000 *
Joseph E. Smith(8)..................................... 6,666 *
John A. Staley, IV(9).................................. 223,332 1.8%
Timothy J. McIntyre(10)................................ 121,665 *
Brian J. Smith(11)..................................... 133,332 *
Martin J. Veilleux(12)................................. 18,332 *
All executive officers and directors as a group (10
persons).............................................. 2,082,707 16.0%
</TABLE>
- --------
* Less than 1%.
(1) The information reported is based upon Schedule 13G's filed with the
Securities and Exchange Commission in February, 1999.
(2) AMVESCAP PLC is a parent holding company for numerous subsidiaries who
hold Common Stock.
14
<PAGE>
(3) Includes 300,000 shares of Common Stock held by Park Street Investors,
L.P., a limited partnership in which Mr. LePore holds a 40% limited
partnership interest. The general partner of Park Street Investors, L.P.
is Park Street Investors, Inc., a corporation in which Mr. LePore shares
voting and investment power. Does not include any shares of Common Stock
held by adult siblings of Mr. LePore, as to which shares Mr. LePore
disclaims beneficial ownership. Also includes options to purchase 25,000
shares of common stock which are exercisable within 60 days of April 15,
1999. Does not include options to purchase 175,000 shares of common stock
which are not exercisable within 60 days of April 15, 1999.
(4) Mr. Boron resigned on February 3, 1999. Does not include 78,664 shares of
Common Stock held by irrevocable trusts for the benefit of members of Mr.
Boron's family of which Mr. Boron is not a trustee, as to which shares
Mr. Boron disclaims beneficial ownership.
(5) Includes 6,666 shares of restricted Common Stock held by Mr.
Boissonneault, which shares vest in four equal annual installments
beginning on April 10, 1998 subject to earlier vesting upon a sale of the
Company, and which are subject to repurchase at a price of $3.00 per
share upon termination of Mr. Boissonneault's service as a director prior
to the relevant vesting date.
(6) Mr. Kafker's term on the Board of Directors expires at the Annual
Meeting. Does not include 9,641 shares beneficially owned by TA
Associates VII, L.P., TA Associates Service Corp. and TA Associates, Inc.
TA Associates, Inc. exercises sole voting and investment power with
respect to such shares, individually, no stockholder, officer or director
of TA Associates, Inc. (including Mr. Kafker and Ms. Morby) is deemed to
have or share such voting or investment power.
(7) Joined the Board of Directors on February 3, 1999. Includes options to
purchase 10,000 shares of common stock, which options are currently
exercisable.
(8) Includes 6,666 shares of restricted Common Stock held by Mr. Smith, which
shares vest in four equal annual installments beginning on April 10,
1998, subject to earlier vesting upon a sale of the Company and which are
subject to repurchase at a price of $3.00 per share upon termination of
Mr. Smith's service as a director prior to the relevant vesting date.
(9) Includes 186,666 shares of Common Stock held in an individual retirement
rollover account for Mr. Staley's benefit and 6,666 shares of restricted
Common Stock held by Mr. Staley, which shares vest in four equal annual
installments beginning on May 27, 1998 subject to earlier vesting upon a
sale of the Company, and which are subject to repurchase at a price of
$3.00 per share upon termination of Mr. Staley's service as a director
prior to the relevant vesting date. Also includes 30,000 shares of Common
Stock owned by Glen Arden Associates, L.P., an investment partnership of
which Mr. Staley is a general partner.
(10) Includes 118,332 shares of Common Stock issuable upon exercise of Options
to purchase Common Stock exercisable within 60 days of April 15, 1999.
Does not include options to purchase 201,667 shares of Common Stock which
options are not exercisable within 60 days of April 15, 1999.
(11) Includes 133,332 shares of Common Stock issuable upon exercise of Options
to purchase Common Stock exercisable within 60 days of April 15, 1999.
Does not include options to purchase 146,668 shares of Common Stock which
options are not exercisable within 60 days of April 15, 1999.
(12) Includes 18,332 shares of Common Stock issuable upon exercise of Options
to purchase Common Stock exercisable within 60 days of April 15, 1999.
Does not include options to purchase 150,000 shares of Common Stock which
options are not exercisable within 60 days of April 15, 1999.
(13) Includes shares held by Messrs. Boron and Kafker. See Notes 4 and 6.
15
<PAGE>
CERTAIN TRANSACTIONS
In 1996, the Company entered into an Employment Agreement and a Non-
Competition Agreement with Mr. Foti, the Company's former Chief Financial
Officer, which agreement provides for base salary payments to Mr. Foti at the
annual rate of $185,000 through December 4, 1999. Mr. Foti is now a consultant
to the Company and is compensated therefor substantially in accordance with
the financial terms of the Employment Agreement.
In 1996, the Company entered into an Employment Agreement and a Non-
Competition Agreement with Mr. Sweeney, a former Executive Vice President of
the Company. In connection with Mr. Sweeney's resignation in September, 1997,
the Company repurchased 466,666 shares of Common Stock held by Mr. Sweeney for
$5,600,000. Mr. Sweeney was a consultant to the Company and received a salary
of $150,000 per annum through September 15, 1998.
Mr. Gerard LePore, brother of Patrick G. LePore, is employed as a Group
Account Supervisor for the Company. During 1998, Mr. Gerard LePore's salary
was approximately $125,000 and he was paid sales commissions of approximately
$44,000.
Pursuant to a Stockholders' Agreement, as amended (the "Stockholders'
Agreement"), initially entered into in connection with a recapitalization
transaction in December, 1996, to which the Company, the TA Associates and
their affiliated investment partnerships, Patrick G. LePore, Gregory Boron,
Christopher Sweeney and Michael W. Foti are parties, (i) each party received
"piggy back" registration rights, (ii) the TA Investors received demand
registration rights, (iii) each party received the right to demand one or more
registrations on Form S-3 if the Company becomes eligible to use Form S-3 and
if the anticipated net aggregate sale price of such registered shares exceeds
$500,000, (iv) each party granted to and received from the other investors
rights (the "Co-Sale Rights") to participate on a pro rata basis in certain
resales of Common Stock and agreed to restrictions on transfers of shares, (v)
each party was granted participation rights with respect to certain future
issuances of securities by the Company, and (vi) each party agreed to elect
and continue in office as Directors two individuals nominated by two-thirds
interest of the employee stockholders who are parties to the Stockholders'
Agreement. Mr. LePore was elected as a Director of the Company pursuant to the
Stockholders' Agreement. Also in connection with this recapitalization
transaction, the Company agreed to indemnify the TA investors and the
controlling persons of the TA investors (of whom Mr. Kafker and Ms. Morby are
directors of the Company) against claims and liabilities including claims and
liabilities arising under the securities laws. Effective upon the completion
of the Company's initial public offering, provisions of the Stockholders'
Agreement relating to the participation rights, the Co-Sale Rights,
restrictions on transfers of shares and the election of the Board of Directors
terminated.
The Company has a contract with Warner-Chilcott in connection with its
teleservices and contract sales services businesses, and Mr. Roger
Boissonneault, a director of the Company, is the President of Warner-Chilcott.
The Company has a policy providing that all material transactions between
the Company and its officers, directors and other affiliates must (i) be
approved by a majority of the members of the Company's Board of Directors and
by a majority of the disinterested members of the Company's Board of Directors
and (ii) be on terms no less favorable to the Company than could be obtained
from unaffiliated third parties. In addition, this policy requires that any
loans by the Company to its officers, directors or other affiliates be for
bona fide business purposes only.
16
<PAGE>
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and Directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock (collectively, "Section 16 Persons"), to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market, Inc.
Section 16 Persons are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain Section 16 Persons that no Section 16(a)
reports were required for such persons, the Company believes that during 1998,
the Section 16 Persons complied with all Section 16(a) filing requirements
applicable to them.
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the Annual
Meeting. In addition to solicitations by mail, certain directors, officers and
regular employees of the Company (who will receive no compensation for their
services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses,
custodians, nominees and other fiduciaries have been requested to forward
proxy materials to the beneficial owners of shares held of record by them and
such custodians will be reimbursed for their expenses.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 2000 annual
meeting of stockholders must be received by the Company on or before January
4, 2000 in order to be considered for inclusion in the Company's proxy
statement and form of proxy for that meeting. The Company's By-laws provide
that any stockholder of record wishing to have a stockholder proposal
considered at an annual meeting must provide written notice of such proposal
and appropriate supporting documentation, as set forth in the By-laws, to the
Company at its principal executive office not later than March 12, 2000 or
earlier than January 28, 2000. In the event, however, that the annual meeting
is scheduled to be held more than 30 days before such anniversary date or more
than 60 days after such anniversary date, notice must be so delivered not
later than (i) the 15th day after the date of public disclosure of the date of
such meeting or (ii) the 75th day prior to the scheduled date of such meeting.
Any such proposal should be mailed to: Secretary, Boron, LePore & Associates,
Inc., 17-17 Route 208 North, Fair Lawn, New Jersey 07410.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
PROVIDED WITHOUT CHARGE UPON WRITTEN REQUEST TO BORON, LEPORE & ASSOCIATES,
INC., 17-17 ROUTE 208 NORTH, FAIR LAWN, NEW JERSEY 07410, ATTENTION: INVESTOR
RELATIONS.
17
<PAGE>
BORON, LePORE & ASSOCIATES, INC.
17-17 Route 208 North
Fair Lawn, New Jersey 07410
Annual Meeting of Shareholders--May 27, 1999
Proxy Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby appoints Patrick G. LePore
and Martin J. Veilleux as Proxies, with full power of substitution to each, to
vote for and on behalf of the undersigned at the 1999 Annual Meeting of
Shareholders of Boron, LePore & Associates, Inc., to be held at the Sheraton
Crossroads, One International Boulevard, Mahwah, New Jersey on Thursday, May 27,
1999 at 8:30 a.m., and at any adjournment or adjournments thereof. The
undersigned hereby directs the said proxies to vote in accordance with their
judgement on any matters which may properly come before the Annual Meeting, all
as indicated in the Notice of Annual Meeting, receipt of which is hereby
acknowledged, and to act on the following matters set forth in such notice as
specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSAL 1.
----------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one
name appears,a majority must sign. If a corporation,this signature should
be that of an authorized officer who should state his or her title.
----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
<PAGE>
BORON, LePORE & ASSOCIATES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts,and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted,then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 27,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Boron, LePore & Associates, Inc.
[_]PLEASE MARK VOTES
[X]AS IN THIS EXAMPLE
- --------------------------------
BORON, LePORE & ASSOCIATES, INC.
- --------------------------------
Mark box at right if an address change or comment has been noted on [_]
the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
-----------------------
Please be sure to sign and date this Proxy [ Date ]
------------------------------------------------------------------
[ ]
------------------------------------------------------------------
Shareholder sign here Co-owner sign here
1. Election of Directors.
For All With- For All
Nominees hold Except
Joseph E. Smith [_] [_] [_]
Melvin Sharoky [_] [_] [_]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting or at any adjournment(s)
thereof.
DETACH CARD
- -------------------------------------------------------------------------------
