content: 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): October 31, 2002
  
  
  
  
  
                          Boston Communications Group, Inc.
  
                    (Exact name of registrant as specified in its charter)
  
  
  
              Delaware                                 0-28432 ___
  -----------------------------------           ------------------
    (State or other jurisdiction of          (Commission File Number)
             incorporation)
  
  
       04-3026859
  -------------------
  (IRS Employer Identification No.)
  
  
       100 Sylvan Road, Suite 100
               Woburn, MA                                       01801
  -------------------------------------       -----------------------------------
    (Address of principal executive                              (Zip Code)
                offices)
  -------------------------------------
  
      Registrant's telephone number, including area code: (781) 904-5000
                                           --------------
                                                            N/A
  --------------------------------------------              ----
         Former name or former address, if changed since last report)
  
  
  
  
  <PAGE>
  
  
  
  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.
  
  
  
  <PAGE>
  
  
                                                           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
                                                          -----------------
                                                          Karen Walker
                                                          Chief Financial Officer
  
  
  
  <PAGE>
  
  
  
                                                      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.
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text: 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): October 31, 2002
  
                          Boston Communications Group, Inc.
  
                    (Exact name of registrant as specified in its charter)
  
              Delaware                                 0-28432 ___
  -----------------------------------           ------------------
    (State or other jurisdiction of          (Commission File Number)
             incorporation)
  
       04-3026859
  -------------------
  (IRS Employer Identification No.)
  
       100 Sylvan Road, Suite 100
               Woburn, MA                                       01801
  -------------------------------------       -----------------------------------
    (Address of principal executive                              (Zip Code)
                offices)
  -------------------------------------
  
      Registrant's telephone number, including area code: (781) 904-5000
                                           --------------
                                                            N/A
  --------------------------------------------              ----
         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
                                                          -----------------
                                                          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.