As filed with the Securities and Exchange Commission on July 27, 2001
REGISTRATION STATEMENT NO. ______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BORON, LEPORE & ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2365997
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1800 VALLEY ROAD
WAYNE, NJ 07470
(973) 709-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN
------------------------------
(Full Title of the Plan)
PATRICK G. LEPORE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BORON, LEPORE & ASSOCIATES, INC.
1800 VALLEY ROAD
WAYNE NJ 07470
(973) 709-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
With a copy to:
JOHN R. LECLAIRE, P.C.
GOODWIN PROCTER LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amounts to be Offering Price Per Aggregate Offering Amount of
Being Registered Registered (1) Share (2) Price Registration Fee
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Common Stock, par value 1,200,000 $14.625 $17,550,000 $4,387.50
$.01 per share
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(1) This Registration Statement covers 1,200,000 shares authorized to be
offered under the Amended and Restated 1996 Stock Option and Grant Plan, as
amended. In addition, pursuant to Rule 416, this Registration Statement
includes such indeterminate number of shares as may be issued in the event
of a stock dividend, stock split, reverse stock split, split-up,
recapitalization, or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act") solely for the purposes of
determining the amount of the registration fee. The registration fee is
based upon the average of the high and low prices for the Registrant's
Common Stock, par value $.01 per share, as reported on The Nasdaq National
Market on July 25, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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Pursuant to General Instruction E of Form S-8, Boron, LePore & Associates,
Inc. (the "Registrant") hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (SEC File No. 333-67681) as
previously filed with the Securities and Exchange Commission of November 20,
1998. This Registration Statement is being filed to register an additional
1,200,000 shares of the Registrant's Common Stock subject to issuance under the
Registrant's Amended and Restated 1996 Stock Option and Grant Plan.
Item 8. Exhibits.
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The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibits
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*3.1 Third Amended and Restated Certificate of Incorporation
*3.2 Amended and Restated By-Laws of the Registrant
*4.1 Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock
Option and Grant Plan
4.2 First Amendment to the Boron, LePore & Associates, Inc. Amended
and Restated 1996 Stock Option and Grant Plan
4.3 Second Amendment to the Boron, LePore & Associates, Inc. Amended
and Restated 1996 Stock Option and Grant Plan
4.4 Third Amendment to the Boron, LePore & Associates, Inc. Amended
and Restated 1996 Stock Option and Grant Plan
5.1 Opinion of Goodwin Procter LLP as to the legality of the securities
being registered
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on signature pages to this Registration
Statement)
* Incorporated by reference to the relevant exhibits to the Boron, LePore &
Associates, Inc. Registration Statement on Form S-1 (SEC File No. 333-30573), as
amended, as filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act, Boron, LePore &
Associates, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Wayne, New Jersey on this 25th day of July, 2001.
Boron, LePore & Associates, Inc.
By: /s/ Patrick G. LePore
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Patrick G. LePore
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Patrick G. LePore and Anthony J.
Cherichella such person's true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
----------- ----- ----
/s/ Patrick G. LePore Chairman of the Board and July 25, 2001
------------------------------ Chief Executive (Principal
Patrick G. LePore Executive Officer)
/s/ Steven M. Freeman President, Chief Operating July 25, 2001
------------------------------ Officer and Director
Steven M. Freeman
/s/ Anthony J. Cherichella Chief Financial Officer, July 25, 2001
------------------------------ Secretary and Treasurer
Anthony J. Cherichella (Principal Financial Officer)
3
/s/ Roger Boissonneault Director July 25, 2001
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Roger Boissonneault
/s/ John A. Staley, IV Director July 25, 2001
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John A. Staley, IV
/s/ John T. Spitznagel Director July 25, 2001
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John T. Spitznagel
/s/ Joseph E. Smith Director July 25, 2001
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Joseph E. Smith
/s/ Melvin Sharoky Director July 25, 2001
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Melvin Sharoky
/s/ Ronald M. Nordmann Director July 25, 2001
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Ronald M. Nordmann
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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*3.1 Third Amended and Restated Certificate of Incorporation
*3.2 Amended and Restated By-Laws of the Registrant
*4.1 Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock Option and
Grant Plan
4.2 First Amendment to the Boron, LePore & Associates, Inc. Amended and Restated
1996 Stock Option and Grant Plan
4.3 Second Amendment to the Boron, LePore & Associates, Inc. Amended and Restated
1996 Stock Option and Grant Plan
4.4 Third Amendment to the Boron, LePore & Associates, Inc. Amended and Restated
1996 Stock Option and Grant Plan
5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being
registered
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on signature pages to this Registration Statement)
* Incorporated by reference to the relevant exhibit to the Boron, LePore &
Associates, Inc. Registration Statement on Form S-1 (SEC File No. 333-30573), as
amended, as filed with the Securities and Exchange Commission.
5