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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):
June 29, 2000
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, New Jersey 07410
(Address of principal executive offices and zip code)
201-791-7272
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
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(a) On June 29, 2000, Boron, LePore & Associates, Inc., a Delaware
corporation (the "Registrant"), purchased substantially all of the assets and
assumed certain liabilities of Armand Scott, Inc., a New Jersey corporation
("Seller"), used by the Seller in its continuing promotional and educational
services in the pharmaceutical industry. The purchase was consummated by BLPAS
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Registrant ("Buyer"). The Registrant currently intends to use the assets to
carry on substantially the same business as was conducted by Seller. The
acquisition was made pursuant to the terms and conditions of an Asset Purchase
Agreement dated as of June 29, 2000 (the "Purchase Agreement") by and among the
Registrant, Buyer, Seller, the Pallais Family Trust, a trust existing under the
laws of the State of California, Scott Pallais and Marline Pallais.
Pursuant to the Purchase Agreement and in consideration of the purchased
assets, the Registrant issued 172,167 shares of its common stock, par value
$.01 per share (the "Registrant's Common Stock"), paid $7.5 million in cash and
assumed certain liabilities of Seller. In addition, the Registrant may be
required to pay up to an aggregate of $10.8 million in contingent payments,
payable as a combination of cash and additional shares of the Registrant's
Common Stock. The contingent payments will become payable upon the achievement
of certain financial goals of the acquired business during each of two
consecutive twelve month periods subsequent to the acquisition date. This
consideration was determined in arms-length negotiations among the parties to
the Purchase Agreement.
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The funds used to pay the consideration were from the Registrant's cash on
hand.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired
Required financial statements of the business acquired will be filed by the
Registrant by amendment of the Current Report on Form 8-K no later than
September 11, 2000.
(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 September 11, 2000.
(c) Exhibits
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of June 29, 2000, by and among
Boron, LePore & Associates, Inc., BLPAS Acquisition Corp., Armand
Scott, Inc., the Pallais Family Trust, Scott Pallais and Marline
Pallais.
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: July 13, 2000 BORON, LePORE & ASSOCIATES, INC.
By: /s/ Anthony J. Cherichella
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Anthony J. Cherichella
Chief Financial Officer, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of June 29, 2000, by and among
Boron, LePore & Associates, Inc., BLPAS Acquisition Corp., Armand
Scott, Inc, the Pallais Family Trust, Scott Pallais and Marline
Pallais.
