SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 31, 2002
Boston Communications Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-28432 ___
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(State or other jurisdiction of (Commission File Number)
incorporation)
04-3026859
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(IRS Employer Identification No.)
100 Sylvan Road, Suite 100
Woburn, MA 01801
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(Address of principal executive (Zip Code)
offices)
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Registrant's telephone number, including area code: (781) 904-5000
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N/A
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Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On October 31, 2002, BCGI Billing Services, Inc., a Delaware
corporation (the "Buyer") and wholly-owned subsidiary of Boston Communications
Group, Inc., a Massachusetts corporation (the "Parent," collectively with the
Buyer, the "Registrant"), closed the acquisition of certain assets and the
assumption of certain liabilities of Infotech Solutions Corporation, a Maine
corporation (the "Seller"), for an aggregate purchase price of up to $7 million
(the "Acquisition"). The Acquisition was made pursuant to the terms of an Asset
Purchase Agreement dated October 10, 2002, by and among the Buyer, the Parent,
the Seller and certain stockholders of the Seller (the "Asset Purchase
Agreement").
In accordance with the terms and conditions of the Asset Purchase
Agreement and in consideration of the purchased assets, the Registrant paid
approximately $3.5 million in cash (consisting of $3.2 million paid to the
Seller and $300,000 being held in escrow) and assumed certain liabilities of the
Seller. In addition, the Registrant may be obligated to pay an additional $3.5
million in cash to the Seller contingent upon the attainment of certain revenue
targets over the next three years. The funds used by the Registrant in
connection with the payment of the initial purchase price are from the
Registrant's working capital. Future contingent payments to the Seller may be
paid out of the Registrant's working capital or may be financed. The purchase
price was determined through arms-length negotiations between representatives of
the Registrant and the Seller. The Registrant and the Seller are parties to a
Strategic Alliance Agreement, dated as of October 10, 2002. Other than this
agreement, prior to the Acquisition, there were no relationships between the
seller, on the one hand, and the Registrant or any of its affiliates, any
director or officer of the Registrant, or any associate of any such director or
officer, on the other hand.
The assets acquired by the Registrant include certain items of physical
property and equipment used in connection with the provision of electronic
billing services by the Seller; the Registrant intends to continue to use the
acquired assets for the same general purposes for which the Seller used those
assets prior to the Acquisition.
The foregoing description of the Asset Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Asset Purchase Agreement, which is included as Exhibit 2.1 to this
Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statement of Businesses Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required by
this Item 7(a). Such financial statements will be filed by amendment to this
Form 8-K no later than sixty (60) days from the date of filing of this Current
Report on Form 8-K.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). Such pro forma financial information will be filed
by amendment to this Form 8-K no later than sixty (60) days from the date of
filing of this Current Report on Form 8-K.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of October 10, 2002, by and
among Boston Communications Group, Inc., BCGI Billing
Services, Inc., Infotech Solutions Corporation and certain
stockholders of Infotech Solutions Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 1, 2002 BOSTON COMMUNICATIONS
GROUP, INC.
By: /s/ Karen Walker
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Karen Walker
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
2.1 Asset Purchase Agreement, dated as of October 10, 2002, by
and among Boston Communications Group, Inc., BCGI Billing
Services, Inc., Infotech Solutions Corporation and certain
stockholders of Infotech Solutions Corporation.