PROSPECTUS SUPPLEMENT Pursuant to Rule 424(b)
TO PROSPECTUS DATED MAY 10, 1996 Registration No. 333-719
451,000 Shares
BASE TEN SYSTEMS, INC.
Class A Common Stock
This Prospectus Supplement (the "Supplement") supplements the
Prospectus dated May 10, 1996 (the "Prospectus") of Base Ten Systems, Inc., a
New Jersey corporation (the "Company" or "Base Ten") relating to resales, from
time to time, by certain stockholders of the Company (the "Selling
Stockholders") of shares of Class A Common Stock, $1.00 par value, of the
Company issuable upon exercise of warrants or options issued by the Company to
the Selling Stockholders.
This Supplement should be read in conjunction with the Prospectus and
is to be delivered with the Prospectus. This Supplement is qualified by
reference to the Prospectus except to the extent that the information herein
contained supersedes the information contained in the Prospectus. All
capitalized terms used but not defined in this Supplement shall have the
meanings given them in the Prospectus.
The Prospectus is hereby supplemented to restate, in its entirety, the
"Selling Stockholders" section on page 5 of the Prospectus as follows:
SELLING STOCKHOLDERS
The following table sets forth (i) the name of each Selling
Stockholder, (ii) to the best of the Company's knowledge, the total number of
shares of Class A Common Stock owned beneficially by each Selling Stockholder as
of the date of this Prospectus, (iii) the number of Shares to be offered for the
account of each Selling Stockholder in this offering and (iv) to the best of the
Company's knowledge, the number of shares of Class A Common Stock to be owned by
each Selling Stockholder after giving effect to this offering.
<TABLE>
<CAPTION>
Number of
Shares of
Number of Number of Stock to be
Shares of Shares to be Owned after
Name Stock Owned Offered the Offering
- ----- ----------- ---------- ------------
<S> <C> <C> <C>
Alexander M. Adelson 467,916 161,000 306,916
Bruce D. Cowen 582,450 150,000 432,450
Donald M. Daniels 10,000 10,000 0
Alan S. Poole 20,000 10,000 0
Daniel Tierney 15,000 15,000 0
Pharma Overseas, Ltd. 30,000 30,000 0
Strategic Growth International, Inc. 300,000 50,000 250,000
James T. Kelly 25,000 25,000 0
--------- -------- ---------
Total 1,450,366 451,000 989,366
========= ======== ========
</TABLE>
The information set forth in the foregoing table was provided to the
Company by the Selling Stockholders. None of the Selling Stockholders has had
any position or other material relationship with the Company or its affiliates
during the past three years, except that Mr. Adelson has served as a director of
the Company since 1992; Mr. Cowen served as a consultant to the Company from
1992 until 1997 and a director from May 1996 until April 1997; Mr. Daniels
served as a director of the Company from 1992 until 1996; Mr. Poole has served
as a director of the Company since 1994; Mr. Tierney is an officer of Clonmel
Health Care, Ltd., an Irish pharmaceutical manufacturer that has been a customer
of the Company during the last three years; Strategic Growth International, Inc.
has provided public relations services to the Company during the last three
years; Mr. Kelly is a principal of Shamrock Partners, Ltd., an entity that acted
as underwriter in connection with the Company's 1992 rights offering; and Mr.
Kelly received warrants to purchase 25,000 shares of Class A Common Stock from
Bruce Cowen, who was, prior to the assignment, a director of the Company.
All of the Shares being offered hereunder by the Selling Stockholders
are issuable upon exercise of warrants or options issued by the Company to the
Selling Stockholders. The Company agreed to register the Shares for the accounts
of the Selling Stockholders and has filed with the Securities and Exchange
Commission under the Securities Act a Registration Statement on Form S-3 of
which this Prospectus is a part, covering the resale of the Shares from time to
time.
SEE "RISK FACTORS" IN THE PROSPECTUS AND THE COMPANY'S FILINGS MADE WITH THE
SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO THE DATE OF THE PROSPECTUS AND
INCORPORATED BY REFERENCE FOR A DISCUSSION OF CERTAIN FACTORS WHICH PROSPECTIVE
INVESTORS SHOULD CONSIDER PRIOR TO AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 6, 1997.
