<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)
BORON, LEPORE & ASSOCIATES, INC.
- --------------------------------------------------------------------------------
(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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
April 24, 2000
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 Monday,
May 22, 2000, at 10:00 a.m. local time at the Marriot Newark Airport, Newark
International Airport, Newark, New Jersey.
The Annual Meeting has been called for the purpose of (i) electing two Class
III 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 April 4, 2000 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
Chairman and Chief Executive Officer
<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 Monday, May 22, 2000
Notice Is Hereby Given that the Annual Meeting of Stockholders of Boron,
LePore & Associates, Inc. (the "Company") will be held on Monday, May 22,
2000, at 10:00 a.m. local time at the Marriot Newark Airport, Newark
International Airport, Newark, New Jersey (the "Annual Meeting"), for the
purpose of considering and voting upon:
1. The election of two Class III Directors for three-year terms; and
2. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or
later adjournment, the Annual Meeting may be adjourned.
The Board of Directors has fixed the close of business on April 4, 2000 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.
You are requested to fill in and sign the enclosed Proxy Card, which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy delivered by a holder of Common
Stock may be revoked by a writing delivered to the Company stating that the
proxy is revoked or by delivery of a later dated proxy. Stockholders of record
of the Company's Common Stock who attend the Annual Meeting may vote in
person, even if they have previously delivered a signed proxy.
By Order of the Board of Directors
Patrick G. LePore
Chairman and Chief Executive Officer
Fair Lawn, New Jersey
April 24, 2000
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 22, 2000
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 Monday, May 22, 2000, at 10:00 a.m. local time at the Marriot Newark
Airport, Newark International Airport, Newark, New Jersey 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 III Directors, each for a three-year term,
with each such term to continue until the annual meeting of stockholders in
2003 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 April 24, 2000 in connection
with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on April 4, 2000 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 12,302,134 shares of Common Stock outstanding and entitled to
vote at the Annual Meeting and approximately 49 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
<PAGE>
vote such shares and with respect to which the broker or nominee does not have
discretionary voting power to 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, 1999 ("Fiscal 1999"), 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 eight members and is
divided into three classes, with three 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.
At the Annual Meeting, two Class III Directors will be elected to serve
until the annual meeting of stockholders in 2003 and until the respective
Directors' successor is duly elected and qualified. The Board of Directors has
nominated Patrick G. LePore and Roger Boissonneault for re-election as the
Class III 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. LePore and Mr.
Boissonneault 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 14 meetings during Fiscal 1999.
During Fiscal 1999, each of the incumbent Directors attended at least 64% 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 Melvin Sharoky and
held three meetings during 1999. The Compensation Committee consists of
Jacqueline C. Morby and John A. Staley, IV and held five meetings during 1999.
Ms. Morby, currently a Class I director, has submitted her resignation from
the Board of Directors effective May 22, 2000. We anticipate that Mr. Nordmann
will replace Ms. Morby on the Compensation Committee upon the resignation of
Ms. Morby and approval of the Board of Directors.
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. Upon joining the
Board, John Spitznagel, Melvin Sharoky and Ronald Nordmann were each granted
options to purchase 10,000 shares of Common Stock and Steven M. Freeman was
granted options to purchase 150,000 shares of Common Stock upon joining the
Board and becoming President of the Company.
Set forth below is certain information regarding the Directors of the
Company, including the Class III 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 III--Term Expires 2000
Patrick G. LePore*.............................................. 45 1996
Roger Boissonneault(1)*......................................... 51 1997
Class I--Term Expires 2001
John A. Staley, IV(2)........................................... 56 1997
John T. Spitznagel.............................................. 58 1999
Ronald M. Nordmann.............................................. 58 2000
Class II--Term Expires 2002
Joseph E. Smith................................................. 61 1997
Melvin Sharoky(1)............................................... 50 1999
Steven M. Freeman............................................... 52 1999
</TABLE>
- --------
* Nominee for re-election.
(1) Member of the Audit Committee.
(2) 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. Mr. LePore served as
President of the Company from 1992 to 1999. Mr. LePore has been the Chief
Executive Officer of the Company since January 1992 and the Chairman of the
Board since 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. Mr.
Boissonneault also serves as a director of Warner-Chilott Laboratories, Inc.
Steven M. Freeman joined the Company and its Board of Directors in October
1999. Mr Freeman served as Senior Vice President, Marketing and Sales of Knoll
Pharmaceutical Company, the US division of BASF Pharma, from April 1995 until
October 1999 with overall responsibility for Knoll's marketing and sales
effort. From March 1995 to 1999, Mr. Freeman was Vice President, Sales and
Marketing for Boots Pharmaceuticals, Inc. Mr. Freeman also served as Executive
Vice President/General Manager at McCann Healthcare, Inc. In addition, he has
held marketing positions with Dorsey Laboratories, a division of Sandoz
Pharmaceutical, Inc. and the Flint Laboratories Division of Travenol
Laboratories, Inc.
Ronald M. Nordmann joined the Board on April 13, 2000 having previously
served as a non-executive director of Roberts Pharmaceutical Corporation since
May 1999 and has been a financial analyst in healthcare securities since 1971.
From September 1994 to December 1999 he was a portfolio manager and partner at
Deerfield Management. He has held senior positions with PaineWebber,
Oppenheimer & Co., F. Eberstadt & Co., and Warner-Chilcott Laboratories, a
division of Warner-Lambert. Mr. Nordmann received his undergraduate degree
from The Johns Hopkins University and an M.B.A. from Fairleigh Dickinson
University. Mr. Nordmann also serves as a director of Shire Pharmaceuticals
Group plc.
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, as well as Avanir
Pharmaceuticals, Care-Insite, Inc. and Shire Pharmaceutical Group plc.
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.
4
<PAGE>
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.
Mr. Sharoky also serves as a director of Andrx Corporation and Cybear, Inc.
John T. Spitznagel joined the Board of Directors in September 1999. Mr.
Spitznagel has served as President and Chief Executive Officer of Roberts
Pharmaceutical since September 1997 and as a Director of Roberts since July
1996. Mr. Spitznagel has served as President of Reed and Carnrick and as Chief
Executive Officer of BioCryst Pharmaceuticals, Inc. Mr. Spitznagel has held
various positions with Wyeth-Ayerst Laboratories, Roche Laboratories and
Warner-Chilcott Laboratories. Mr. Spitznagel also serves as a director of
Shire Pharmaceutical Group plc.
5
<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
Messrs. LePore and Freeman, whose business experience is discussed above).
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Patrick G. LePore....... 45 Chairman of the Board and Chief Executive Officer
Steven M. Freeman....... 52 President and Chief Operating Officer
Claudia Estrin.......... 47 Executive Vice President of Customer Operations
and Corporate Administration
Anthony J. Cherichella.. 32 Executive Vice President, 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.
Claudia Estrin joined the Company as Senior Vice President, Operations in
April 1997, and was promoted to her current position in December, 1999. Prior
to joining Boron LePore, she served as Director of Strategic Marketing and
Media at Bristol-Myers Squibb from October 1986 to March 1997. Previous to
that, Ms. Estrin worked over a twelve-year period at Merck USHH in sales,
marketing and operations.
Anthony J. Cherichella joined the Company as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer in April, 2000. Mr. Cherichella
joined the Company after ten years with Arthur Andersen LLP, most recently as
Senior Manager of the Metro New York Technology Division.
6
<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 1999 who earned in excess of $100,000 during
1999 (collectively, the "Named Executive Officers").
Summary Compensation
Summary Compensation. The following summary compensation table sets forth
information concerning compensation for services rendered in all capacities
awarded to, earned by or paid to the Named Executive Officers during each of
the last three fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------- -----------------------------
Shares
Underlying
Options
Name and Principal Other Annual Granted All Other
Position Year Salary($) Bonus($) Compensation($)(1) (#) Compensation($)(2)
- ------------------ ---- --------- -------- ------------------ ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick G. LePore....... 1999 347,957 150,000 45,947(3) 175,000 30,540
Chairman and Chief 1998 362,116 -- 47,849(3) 100,000 29,264
Executive Officer 1997 315,000 45,000 55,706(3) 100,000 17,461
Steven M. Freeman(4).... 1999 70,708 75,000 1,500 150,000 439
President and Chief 1998 -- -- -- -- --
Operating Officer 1997 -- -- -- -- --
Claudia Estrin.......... 1999 177,160 75,000 7,800 85,000 1,388
Executive Vice 1998 -- -- -- -- --
President of 1997 -- -- -- -- --
Customer Operations &
Corporate
Administration
Martin J. Veilleux(5)... 1999 222,538 145,000 9,000 200,000 --
Executive Vice 1998 186,923 -- 9,000 105,000 976
President and 1997 101,500 30,000 3,000 59,999 4,886
Chief Financial Officer
Brian Smith(6).......... 1999 202,721 -- 3,500 60,000 --
Former Executive Vice 1998 217,308 -- 8,400 80,000 3,325
President 1997 68,535 100,000 3,150 200,000 4,872
Mary A. Parenti(7)...... 1999 200,000 -- 9,868 -- --
Former Executive Vice 1998 126,152 -- 7,708 -- --
President 1997 -- -- -- -- --
</TABLE>
- --------
(1) For 1999, includes an automobile allowance of $17,914 for Mr. LePore,
$1,500 for Mr. Freeman; $7,800 for Ms. Estrin; $9,000 for Mr. Veilleux;
$9,868 for Ms. Parenti and $3,500 for Mr. Smith. For 1998, includes an
auto allowance of $17,964 for Mr. LePore, $8,400 for Mr. Smith and $9,000
for Mr. Veilleux. For 1997, includes an auto allowance of $12,619 for Mr.
LePore, $3,150 for Mr. Smith, and $3,000 for Mr. Veilleux.
(2) Represents insurance premiums paid by the Company
7
<PAGE>
(3) Includes club dues paid by the Company on behalf of Mr. LePore of $28,033
in 1999; $29,885 in 1998 and $43,087 in 1997.
(4) Mr. Freeman joined the Company in October, 1999
(5) Mr. Veilleux resigned as of March 31, 2000.
(6) Mr. Smith resigned in May 1999.
(7) Ms. Parenti resigned in December 1999. Does not include a payment of
approximately $9,500,000 that Ms. Parenti received in 1999 under the terms
of an Asset Purchase Agreement between MES Acquisition Corp. and Boron
LePore. This payment was made pursuant to the contingent payment provision
of this purchase agreement.
Executive Bonus Plan. The Company has an executive bonus plan to provide
incentive bonuses to executive officers of the Company for the attainment of
financial and other objectives. Target awards are expressed as a percentage of
the executive's base salary. Actual awards are based on the target award as
adjusted for Company and individual performance. Company performance is
measured by pre-established earnings per share and operating income
objectives. Individual performance is based on a subjective evaluation of the
executive's personal performance. Depending on actual Company and individual
performance, the actual bonus may range from 0% to 200% of the individual's
target bonus.
Option Grants. The following table sets forth certain information concerning
the grant of options to purchase Common Stock of the Company to the Named
Executive Officers who received such grants during Fiscal 1999.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term(1)
-------------------------------------------------------------------- -----------------------
Number of Securities Percent of Total Exercise or
Underlying Options Options Granted to Base Price Expiration
Name Granted(#)(2) Employees in Fiscal Year Per($/Sh) Date 5% ($) 10% ($)
---- -------------------- ------------------------ ----------- ---------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick G. LePore....... 100,000(4) 6.10% 13.00 3/1/09 817,563 2,071,865
75,000(6) 4.58% 7.13 9/3/09 335,691 851,281
Steven M. Freeman....... 150,000(3) 9.16% 6.69 10/11/09 630,607 1,598,542
Claudia Estrin.......... 20,000(4) 1.22% 13.00 03/01/09 163,513 414,373
15,000(5) 0.92% 8.75 06/15/09 82,542 209,179
50,000(6) 3.05% 7.13 09/03/09 223,794 567,521
Martin J. Veilleux...... 100,000(4) 6.10% 13.00 03/01/09 817,563 2,071,865
25,000(5) 1.53% 8.75 06/15/09 137,571 348,631
75,000(6) 4.58% 7.13 09/03/09 335,691 851,291
Brian J. Smith.......... 60,000(4) 3.66% 13.00 03/01/09 39,000 78,000
Mary Parenti............ -- -- -- -- --
</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
8
<PAGE>
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 October 11, 2000.
(4) Such options become exercisable in four equal annual installments,
beginning on March 1, 2000.
(5) Such options become exercisable in four equal annual installments,
beginning on June 15, 2000.
(6) Such options become exercisable in two equal annual installments,
beginning on September 3, 2000.
(7) Such options become exercisable on March 1, 2003.
Option Exercises and Option Values. No stock options were exercised by the
Named Executive Officers during 1999. The following table sets forth
information concerning the number and value of unexercised options to purchase
Common Stock of the Company held by the Named Executive Officers as of
December 31, 1999.
Aggregated Option Exercises in Fiscal Year 1999 and
Fiscal Year-End 1999 Option Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised in-the-Money
Options at Fiscal Options at Fiscal
Year-End Year-End ($)(1)
------------------------- -------------------------
Shares
Acquired On Value
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick G. LePore....... -- -- 75,000 300,000 0 0
Steven M. Freeman....... -- -- 0 150,000 0 0
Claudia Estrin.......... -- -- 11,625 119,875 0 0
Martin J. Veilleux...... -- -- 56,249 308,750 0 0
Brian J. Smith.......... -- -- 200,000 0 0 0
Mary Parenti............ -- -- 0 0 -- --
</TABLE>
- --------
(1) Based on the last reported sale price on the Nasdaq National Market on
December 31, 1999 ($6.50 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 most recently paid annual bonus (or 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
9
<PAGE>
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 annual 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.
The Company has entered into an employment agreement with Steven Freeman.
This agreement provides for an annual base salary of $335,000 and a target
bonus of 60% of base salary. This agreement terminates on October 1, 2001,
subject to renewal. In the event of a termination of employment without cause
or for a material breach by the Company, the agreement provides for severance
equal to Mr. Freeman's base salary plus the full amount of the target bonus
for the year of termination, whether or not earned. If Mr. Freeman's
employment is terminated without cause or for Good Reason (as defined) within
the eighteen months following a change of control of the Company, Mr Freeman
will be entitled to a lump sum payment of two times his base salary and two
times his target bonus. Mr. Freeman's employment agreement provides that he
may not engage in certain competitive activities for a period of one year
following his termination of employment with the Company.
The Company has also entered into an employment agreement with Claudia
Estrin. This agreement provides for an annual base salary of $200,000 and an
annual bonus to be approved by the Compensation Committee. 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
Ms. Estrin 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 for the year of termination
whether or not earned as of such termination. If Ms. Estrin's employment is
terminated by the Company without cause or upon her resignation for Good
Reason (as defined), in either case within eighteen months following a change
in control of the Company, Ms. Estrin will be entitled to a lump sum payment
equal to her current salary plus her highest bonus (as defined). This contract
prohibits competition with the Company for a period of one year following
termination of employment.
The Company has entered into indemnification agreements with each of its
current and former directors. These agreements provide that the Company
indemnify each of the directors to the fullest extent permitted by law and
advance the directors' expenses (subject to reimbursement if it subsequently
determines that indemnification is not permitted). Under these agreements, the
Company is also obligated to indemnify and advance expenses incurred by the
directors seeking to enforce their rights under the agreements. The Company's
by-laws provide for mandatory indemnification of the Company's directors,
officers and former directors and officers to the fullest extent authorized by
the Delaware General Corporation Law. Pursuant to the Company's by-laws and
individual separation agreements, the Company has also agreed to indemnify
Timothy J. McIntyre, Brian J. Smith and Martin J. Veilleux, each former
Executive Vice Presidents, to the same extent as any current executive
officers of the Company.
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
10
<PAGE>
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. In Fiscal 1999, the
members of the Compensation Committee were Ms. Morby and Mr. Staley. Ms. Morby
is expected to resign at the Annual Meeting. 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.
Under the Company's corporate bonus program, the Compensation Committee may
award annual cash bonuses to executive officers and certain other members of
management for the achievement of specified performance goals for the Company
and the individual. Each year, the Compensation Committee sets for each
officer the maximum cash bonus that may be awarded that officer if maximum
goals are achieved. For bonuses in respect of 1999, the goals for determining
the percentage of such maximum cash bonus that were actually awarded were (i)
achievement of earnings per share goals and (ii) an evaluation of management
performance. For 2000, the goals will be (i) achievement of earnings per share
goals, (ii) achievement of operating income goals and (iii) an evaluation of
management performance. For the management performance factor in determining
the cash bonus to be paid to officers, the Committee will make a subjective
evaluation of the performance of the individual manager in accomplishing
certain goals of the Company.
Stock options granted under the Company's Stock Option Plan are designed to
provide long-term performance incentives and rewards tied to price of the
Company's Common Stock and, generally, will vest over a period of two to four
years. Such awards are determined on a discretionary basis. The Compensation
Committee views stock options as a means of aligning management and
stockholder interests and expanding management's long-term perspective.
Compensation Committee Procedures. The Company's executive compensation
program is administered under the direction of the Company's Compensation
Committee, none of the members of which are employed by the Company. Final
compensation determinations for each fiscal year are generally made after the
end of the fiscal year after financial statements for such year become
available. At that time, cash bonuses and grants of stock options, if any, are
determined based on the past year's performance, and base salaries and maximum
cash bonuses and long term incentive awards for the following fiscal year are
set. The Compensation Committee determined annual cash bonuses under the
corporate bonus program and awards of stock options under the long-term
incentive goal program for its officers and certain key employees, as
described in the Summary Compensation Table included in this Proxy Statement.
11
<PAGE>
Compensation of the Chief Executive Officer. Mr. LePore's 1999 compensation
was determined when Mr. LePore signed his employment agreement in March 1999.
The Company believes that Mr. LePore's base salary of $350,000 is generally
equivalent to the base salary earned by the chief executive officers of
similarly-sized companies. Mr. LePore's bonus and option grants were
determined by the Compensation Committee applying the criteria noted above for
determining executive officer compensation.
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
12
<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, 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 "Old Index") and a peer group of companies which currently
compete against the Company in contract research and outsourcing for the
pharmaceutical industry (the "Peer Issuer Index"). The Company has
historically compared itself to the companies in the Old Index. At the time of
the Company's initial public offering in 1997, the companies in the Old Index
were deemed the most relevant companies for comparison to Boron LePore. Since
that time other companies have emerged that compete more directly with Boron
LePore. Thus, the Company has constructed a new index, comprised of Ventiv
Health, Inc. (a spinoff from Snyder Communications, Inc.), Professional
Detailing, Inc., Access Worldwide Communications, Inc., Parexel International
Corp., Quintiles Transnational Corp. and Covance, Inc. These companies compete
more directly with Boron LePore and the Company believes a comparison to their
performance provides a more meaningful measure of the Company's performance.
The graph below depicts the period commencing September 24, 1997 and ended
December, 1997 and the years ended 1998 and 1999. The members of the Old 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, the Old Index and the Peer Issuer 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]
old index new index nasdaq blpg
9/24/97 100 100 100 100
9/31/97 98.4989 94.7080 93.0628 121.5469
12/31/98 121.5040 128.0083 129.9441 152.4862
12/31/99 58.0987 50.8585 241.1574 28.7293
13
<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.
14
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as to the beneficial ownership of
the Company's Common Stock as of April 15, 2000 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>
T. Rowe Price Associates, Inc.(1)..................... 1,217,600 9.7%
100 East Pratt Street
Baltimore, MD 21202
T. Rowe Price New Horizons Fund, Inc.(1).............. 1,030,000 8.2%
100 East Pratt Street
Baltimore, MD 21202
Massachusetts Financial Services Company(1)........... 701,153 5.6%
500 Boylston Street
15th Floor
Boston, MA 02116
Merrill Lynch & Company, Inc.(1)...................... 834,400 6.7%
250, Vesey Street
World Financial Center N Tower
New York, NY 10281
Dimensional Fund Advisors, Inc.(1).................... 861,600 6.9%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Gregory F. Boron(2)................................... 721,333 5.7%
226 McKinley Place
Ridgewood, NJ 07450
Patrick G. LePore(3).................................. 893,333 6.4%
Roger Boissonneault(4)................................ 11,666 *
Ronald M. Nordmann(5)................................. 20,000 *
John T Spitznagel(6).................................. 10,000 *
Jacqueline C. Morby(7)................................ 11,524 *
Melvin Sharoky(8)..................................... 39,400 *
Joseph E. Smith(9).................................... 11,666 *
John A. Staley, IV(10)................................ 298,332 1.8%
Steven M. Freeman(11)................................. 0 *
Claudia Estrin(12).................................... 22,450 *
Mary A. Parenti(13)................................... 144,093 *
Brian J. Smith(14).................................... 0 *
Martin J. Veilleux(15)................................ 90,832 *
All executive officers and directors as a group (11
persons)............................................. 1,543,296 12.5%
</TABLE>
15
<PAGE>
- --------
* Less than 1%.
(1) The information reported is based upon Schedule 13G's filed with the
Securities and Exchange Commission in February, 2000.
(2) 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.
(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 100,000
shares of common stock which are exercisable within 60 days of April 15,
2000. Does not include options to purchase 275,000 shares of common stock
which are not exercisable within 60 days of April 15, 2000.
(4) 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. Also includes options to purchase 5,000
shares of common stock, which options are currently exercisable.
(5) Joined the Board of Directors in April, 2000. Does not include options to
purchase 10,000 shares of common stock, which options are not exercisable
within sixty days of April 15, 2000.
(6) Joined the Board of Directors in September 1999. Includes options to
purchase 10,000 shares of common stock, which options are currently
exercisable.
(7) Ms. Morby is resigning from the Board of Directors as of the Company's
2000 Annual Meeting.
(8) Includes options to purchase 10,000 shares of common stock, which options
are currently exercisable.
(9) 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.
Also includes options to purchase 5,000 shares of common stock, which
options are currently exercisable.
(10) 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 100,000 shares of
Common Stock owned by Glen Arden Associates, L.P., an investment
partnership of which Mr. Staley is a general partner. Also includes
options to purchase 5,000 shares of common stock, which options are
currently exercisable.
(11) Does not include options to purchase 150,000 shares of Common Stock which
options are not exercisable within 60 days of April 15, 2000.
(12) Includes options to purchase 22,250 shares of common stock, which options
are exercisable within sixty days of April 15, 2000.
(13) Ms. Parenti resigned in December 1999.
(14) Mr. Smith resigned in May 1999.
(15) Includes 90,832 shares of Common Stock issuable upon exercise of Options
to purchase Common Stock exercisable within 60 days of April 15, 2000.
Does not include options to purchase 274,167 shares of Common Stock which
options are not exercisable within 60 days of April 15, 2000.
16
<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 was a consultant to
the Company and was compensated therefor substantially in accordance with the
financial terms of the Employment Agreement. Mr. Foti resigned as a consultant
in February, 2000.
Brian J. Smith and Martin J. Veilleux have each entered into Separation
Agreements with the Company. Mr. Veilleux resigned as an Executive Vice
President and Chief Financial Officer of the Company on March 31, 2000.
Pursuant to the Separation Agreement, Mr. Veilleux will receive his annual
base salary until March 31, 2000, plus the full amount of his target bonus for
2000. In addition, Mr. Veilleux will receive an additional monthly salary
payment of $5,000 per month from April 1, 2000 through October 31, 2000. Mr.
Veilleux has agreed to refrain from certain competitive activities through
March 31, 2001. Mr. Smith entered into a Separation Agreement with the Company
on June 1, 1999. Pursuant to this Agreement, Mr. Smith resigned as an
Executive Vice President of the Company. The Company has agreed to pay Mr.
Smith the full amount of his base salary through May 31, 2000 and has also
agreed to pay Mr. Smith his full bonus for 1999.
In May 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Medical Education Systems, Inc. ("MES"). During
1999, the Company paid approximately $9,500,000 to MES upon the attainment of
certain operating income goals agreed to at the time of the purchase. Mary A.
Parenti, a former executive officer of the Company, was the primary
shareholder of MES.
Mr. Gerard LePore, brother of Patrick G. LePore, is employed as a Group
Account Supervisor for the Company. During 1999, Mr. Gerard LePore's salary
was approximately $136,000 and he was paid sales commissions of approximately
$126,000.
On or about May 25, 1999, a stockholder of the Company filed a putative
class action lawsuit against the Company and certain of the Company's officers
in the United States District Court for the District of New Jersey. The suit
alleges that the Company, Patrick G. LePore, Gregory F. Boron, Timothy J.
McIntyre, Roger B. Kafker, Jacqueline C. Morby and Martin J. Veilleux and
certain investment funds affiliated with TA Associates, Inc. violated the
federal securities laws by making material misrepresentations and omissions in
certain public disclosures. The Company's By-laws provide for mandatory
indemnification of the Company's directors and officers, and former directors
and officers, to the fullest extent authorized by the Delaware General
Corporation Law in connection with the claims alleged in this action. The
Company also has entered into indemnification agreements with each of the
directors and officers named as defendants in this action. Further, the
Company entered into indemnification agreements with a group of investment
funds affiliated with TA Associates, Inc. in connection with said funds'
December 1996 investment in the Company. In connection with the Company's By-
laws and these agreements, the Company has indemnified each of the defendants
named above. The Company has incurred significant litigation related expenses
defending this lawsuit and is currently seeking reimbursement of a portion of
these expenses under its directors and officers insurance policy.
Thomas S. Boron, a former stockholder and officer of the Company, filed a
complaint on March 27, 1998 in the United States District Court for the
District of New Jersey against the Company, Patrick G. LePore and Gregory F.
Boron, and two former officers of the Company, Michael Foti and Christopher
Sweeney. The complaint alleges, among other matters, securities and common law
fraud and breach of contract in connection with the settlement of contractual
arrangements with Thomas S. Boron in December 1996. Pursuant to the Company's
By-laws, the Company has indemnified each of the individuals named as
defendants in this action.
17
<PAGE>
In 1999, the Company had 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1999,
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 2001 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 2001 annual
meeting of stockholders must be received by the Company on or before December
25, 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 8, 2001 or
earlier than January 22, 2001 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: Boron, LePore & Associates, Inc., 17-17
Route 208 North, Fair Lawn, New Jersey 07410, Attention: Secretary.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 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.
18
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------
BORON, LEPORE & ASSOCIATES, INC.
- --------------------------------
For All For All
Nominees Withhold Except
1. Election of Directors.
(01) Patrick G. LePore [ ] [ ] [ ]
(02) Roger Boissonneault [ ] [ ] [ ]
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 nominee's name. Your shares
will be voted for the remaining nominee.
CONTROL NUMBER:
RECORD DATE SHARES:
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.
-------------
Please be sure to sign and date this Proxy. Date
- -------------------------------------------------------------
- -------------------------------------------------------------
Shareholder sign here Co-owner sign here
DETACH CARD DETACH CARD
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 22,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Boron, LePore & Associates, Inc.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
<PAGE>
BORON, LEPORE & ASSOCIATES, INC.
17-17 Route 208 North
Fair Lawn, New Jersey 07410
Annual Meeting of Shareholders - May 22, 2000
Proxy Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby appoints Patrick G. LePore
and Steven M. Freeman as Proxies, with full power of substitution to each, to
vote for and on behalf of the undersigned at the 2000 Annual Meeting of
Shareholders of Boron, LePore & Associates, Inc., to be held at the Marriott
Newark Airport, Newark International Airport, Newark, New Jersey on Monday, May
22, 2000 at 10:00 a.m., and at any adjournment or adjournments thereof. The
undersigned hereby directs the said proxies to vote in accordance with their
judgment 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?
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