<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the year ended December 31, 1999
or
[_] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No: 000-23093
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Boron, LePore and Associates, Inc 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Boron, LePore and Associates, Inc.
17-17 Route 208 North
Fair Lawn, NJ 07410
<PAGE>
REQUIRED INFORMATION:
---------------------
- Report of Independent Public Accountants
- Financial Statements
Statements of Net Assets Applicable to Participants'
Equity As of December 31, 1999 and 1998
Statements of Changes in Net Assets Applicable to
Participants' Equity For the year ended December 31, 1999
and for the period since inception (July 1, 1998) through
December 31, 1998
- Exhibit
Consent of Arthur Andersen LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Annual Report to be signed on its behalf by the
undersigned, thereto duly authorized.
Boron Lepore and Associates, Inc. 401(k) Savings Plan
(Name of Plan)
By: /s/ Anthony J. Cherichella
--------------------------
Anthony J. Cherichella
Chief Financial Officer, Secretary and Treasury
(Principal Financial and Accounting Officer)
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Boron, LePore & Associates, Inc.:
We have audited the accompanying statements of net assets applicable to
participants' equity of the Boron, LePore & Associates, Inc. 401(k) Savings Plan
as of December 31, 1999 and 1998 and the related statements of changes in net
assets applicable to participants' equity for the year ended December 31, 1999
and for the period since inception (July 1, 1998) through December 31, 1998.
These financial statements are the responsibility of the Plan's administrator.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets applicable to participants' equity as of
December 31, 1999 and 1998, and the changes in net assets applicable to
participants' equity for the year ended December 31, 1999 and for the period
since inception (July 1, 1998) through December 31, 1998, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes - 27a (Schedule I) and the Schedule of Nonexempt
Transactions - 27e (Schedule II) are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects, in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 16, 2000
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
INVESTMENTS, at fair market value:
Federated International Equity Fund $ 234,644 $ 45,038
Federated Max-Cap Fund 386,755 97,608
Federated Stock and Bond Fund 161,296 46,636
Federated Intermediate Income Fund 31,085 9,711
Federated Capital Preservation Fund 997,048 523,660
Evergreen Fund 145,538 48,528
Janus Fund 631,316 149,201
Boron, LePore Company Stock 38,350 23,870
Stock Liquidity 26,068 23,823
--------------- ---------------
Total investments 2,652,100 968,075
PARTICIPANT CONTRIBUTIONS RECEIVABLE 58,223 109,859
EMPLOYER CONTRIBUTIONS RECEIVABLE 16,291 31,469
DUE FROM EMPLOYER 416 416
LIABILITIES - Excess contributions payable (Note 6) (62,976) (25,843)
--------------- ---------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $2,664,054 $1,083,976
=============== ===============
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
2
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR THE PERIOD SINCE
INCEPTION (JULY 1, 1998) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year $1,083,976 $ -
---------- ----------
ADDITIONS:
Participant contributions 1,065,858 667,132
Employer contributions 326,425 194,144
Interest and dividend income 140,766 12,507
Rollovers 247,679 171,707
Net unrealized appreciation and realized gain on investments 149,505 41,532
---------- ----------
Total additions 1,930,233 1,087,022
DEDUCTIONS -- Benefits paid to participants (350,155) (3,046)
---------- ----------
Net increase in net assets applicable to participants' equity 1,580,078 1,083,976
---------- ----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year $2,664,054 $1,083,976
========== ==========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
3
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
-----------------------
The following description is provided for general information purposes.
Participants of the Boron, LePore and Associates, Inc. 401(k) Savings Plan (the
"Plan") should refer to the Plan document for more detailed and complete
information.
General
-------
The Plan is a defined contribution 401(k) profit-sharing plan, which was
established on July 1, 1998 to provide retirement benefits for eligible
employees of the Plan sponsor, Boron, LePore and Associates, Inc. (the "Company"
or "Employer"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Eligibility
-----------
Each employee becomes eligible to participate in the Plan on the first of the
month following the completion of six months of continuous service, beginning
from the first day of employment.
Contributions
-------------
Eligible participants may elect to make tax deferred contributions to the Plan
at a rate of 0% to 10% of their compensation, up to a maximum of $10,000 in 1999
and 1998. The percentage a participant contributes may commence on the first
day of each month, may be modified once per quarter and may be terminated at any
time.
The Company provides employer-matching contributions equal to 50% of the
participant's contribution not to exceed 4% of the participant's compensation.
The total compensation that can be considered for employer contribution purposes
is limited to $160,000.
As of December 31, 1999, the participant contributions and employer matching
contributions may be allocated among the following nine investment options:
Federated International Equity Fund - Invests in mid to large-cap companies
-----------------------------------
worldwide outside the United States.
Federated Max-Cap Fund - Invests in large-company stocks.
----------------------
Federated Stock and Bond Fund - Invests in quality stocks and bonds with
-----------------------------
the possibility of long-term growth of capital and income.
Federated Intermediate Income Fund - Invests in A-rated and AA-rated
----------------------------------
corporate debt securities.
Federated Capital Preservation Fund - Invests in traditional and synthetic
-----------------------------------
guaranteed investment contract and other stable value products.
4
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Evergreen Fund - Invests in common stock and securities convertible into or
--------------
exchangeable for common stock of companies which are relatively small or
represent special situations.
Janus Fund - Invests in a diversified portfolio of common stocks of issuers
----------
of any size. Generally emphasizes issuers with larger market
capitalizations.
Boron, LePore Company Stock - This is the common stock of Boron, LePore and
---------------------------
Associates, Inc.
Participants may change their investment selections daily.
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contribution, (b) Plan earnings and (c)
rollovers.
Vesting
-------
Participants are immediately vested in their contributions plus actual earnings
thereon.
Employer matching contributions plus actual earnings thereon, vest as follows-
Years of Service Vested Percentage
---------------- -----------------
1 0%
2 50
3 75
4 100
Distributions
-------------
Except for permitted withdrawals after attaining age 65 and hardship
distributions, interest in a participant's account is distributable when an
employee is terminated. Distribution of benefits under the Plan are made only
in the form of a single, lump sum cash distribution.
Forfeitures
-----------
Forfeitures are used to reduce administrative expenses of the Plan. The
forfeitures for the years ended December 31, 1999 and 1998 were $104,114 and
$618, respectively.
Plan Termination
----------------
Although it has not expressed any intention to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. Upon
Plan termination, participants' will be 100% vested in their total account
balance.
5
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements have been prepared on the accrual basis of
accounting.
Valuation of Investments
------------------------
As of December 31, 1999 and 1998, the Plan's investments are stated at each
investment's market value at quoted market prices. Purchases and sales of
securities are recorded on a trade date basis.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Risks and Uncertainties
-----------------------
The Plan provides for various investment options in investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risks
in the near term could materially affect participants' account balances and the
amounts reported in the statements of net assets applicable to participants'
equity and the statement of changes in net assets applicable to participants'
equity.
Payment of Benefits
-------------------
Benefits are recorded when paid. As of December 31, 1999 and 1998 there were no
requests for benefit payments made that were unfulfilled.
Administrative Expenses
-----------------------
All administrative expenses of the Plan are paid by the Company.
3. TAX STATUS
----------
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code, and,
accordingly, the trust's net investment income is exempt from income taxes. The
Plan obtained a favorable tax determination letter on October 20, 1999 from the
Internal Revenue Service and the plan sponsor believes that the Plan continues
to qualify and operate as designed. Accordingly, the plan administrator believes
that the Plan was qualified and the related trust was tax exempt as of the
financial statement date.
6
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC.
401(k) SAVINGS PLAN AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
4. PARTY-IN-INTEREST TRANSACTIONS
------------------------------
As of December 31, 1999 and 1998, the Plan held 5,900 and 692 shares of the
Company's common stock with a market value of $38,350 and $23,870, respectively.
During the year ended December 31, 1999, 9,360, shares of such common stock were
acquired at a cost of $97,273; 4,152 shares were sold with an original cost
basis of $55,017, and during the year ended December 31, 1998, 700 shares of
such common stock were acquired at a cost of $20,054; 8 shares were sold with an
original cost basis of $232.
5. NON-EXEMPT TRANSACTIONS
-----------------------
For the year ended December 31, 1998, the Company did not remit certain
contributions to the Plan within 90 days which constituted a lending of such
monies to the Company. As such, this transaction represented a non-exempt
transaction between the Company and the Plan as identified in Schedule II. The
deemed loan was paid by the Company to the Plan on March 11, 1999. The interest
will be paid to the Plan during Fiscal 2000.
6. EXCESS CONTRIBUTIONS PAYABLE
----------------------------
Employee contributions include excess contributions which will be refunded to
participants subsequent to year-end as the contributions were determined to be
in excess of maximum contribution levels for certain participants. A liability
for excess contributions payable in the amount of $62,976 and $25,843 has been
reflected in the statements of net assets available for plan benefits as of
December 31, 1999 and 1998.
7
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC. SCHEDULE I
401(k) SAVINGS PLAN
EMPLOYER IDENTIFICATION #22-2365887
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
(b) Identity of Issuer, (c) Description of Investment Including Maturity Date,
Borrower, Lessor or Similar Rate of Interest, Collateral, (d) Current
(a) Party Par or Maturity Value Value
--- --------------------------- ------------------------------------------------------ ----------
<S> <C> <C> <C>
Federated Securities Corp. Federated International Equity Fund;
7,577 shares of participation $ 234,644
Federated Securities Corp. Federated Max Cap Fund;
12,931 shares of participation 386,755
Federated Securities Corp. Federated Stock and Bond Fund;
8,785 shares of participation 161,296
Federated Securities Corp. Federated Intermediate Income Fund
3,258 shares of participation 31,085
Federated Securities Corp. Federated Capital Preservation Fund
99,705 shares of participation 997,048
Federated Securities Corp. Evergreen Fund, 5,396 shares of participation 145,538
Federated Securities Corp. Janus Fund; 14,332 shares of participation 631,316
* Federated Securities Corp. Boron, LePore Company Stock;
5,900 shares of participation 38,350
Federated Securities Corp. Stock Liquidity; 26,068 shares of participation 26,068
----------
Total $2,652,100
==========
</TABLE>
* Represents party-in-interest transaction
8
<PAGE>
BORON, LEPORE AND ASSOCIATES, INC. SCHEDULE II
401(k) SAVINGS PLAN
EMPLOYER IDENTIFICATION #22-2365887
ITEM 27(e) - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Amount of Amount of
Identity of Party Involved Description of Transaction Loan Interest
---------------------------- --------------------------------------------- --------- ---------
<S> <C> <C> <C>
Boron, LePore and Deemed loan to the Company dated February $58,326 $416
Associates, Inc. 10, 1999, maturity March 11, 1999, interest
rate 2.85%
</TABLE>
NOTE:
The deemed loans to the Company were paid to the Plan on March 11, 1999.
9
