UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_|Form 11-K
|_| Form 10-Q |_|Form N-SAR
For Period Ended: October 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:--------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Base Ten Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
One Electronics Drive
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Address of Principal Executive Office (Street and Number)
Trenton, New Jersey 08619
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
During the second half of 1997, the Company negotiated the sale of its
Government Technology Division (the "GTD Sale"), subject to shareholder
approval. The GTD Sale was approved by the shareholders of the Company at a
special meeting of shareholders held on December 31, 1997 and was consummated
immediately following the special meeting. As a result of the GTD Sale, the
Company's consolidated financial statements had to be restated in order to
account for the Government Technology Division ("GTD") as discontinued
operations. Due to the fact that the Company's shareholders may not have
approved the GTD Sale on December 31, 1997, the Company did not commence
preparing restated consolidated financial statements prior to that date. The
Company believed that it would not have been in the best interest of the Company
to devote significant time and money on preparing the restated consolidated
financial statements prior to receiving shareholder approval of the GTD Sale.
Although the Company has worked diligently on preparing the restated
consolidated financial statements since December 31, 1997, additional time is
required in order to complete the restated consolidated financial statements.
PART IV - NARRATIVE
(1) Name and telephone number of person to contact in regard to this
notification
William F. Hackett (609) 586-7010
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X|Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X|Yes |_|No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Appendix A
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Base Ten Systems, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 29, 1998
/S/ THOMAS E. GARDNER
By:______________________________________________________
Thomas E. Gardner, President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulations S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(ss.232.13(b) of this chapter).
Appendix A
The Company's results of operations from the corresponding period for the last
fiscal year will change significantly in two respects.
First, due to the sale of the GTD, the financial statements for the fiscal year
ended October 31, 1997 will show continuing and discontinued operations
separately. This presentation is substantially different from that given for the
fiscal year ended October 31, 1996 when the financial results showed both
divisions, the GTD and the Medical Technology Division ("MTD"), together.
Second, operating losses for the Company both including and excluding
discontinued operations are significantly greater for the fiscal year ended
October 31, 1997 than for the fiscal year ended October 31, 1996, reflecting
accelerated new products investment in the MTD and weakening market conditions
for defense related products.
A summary of the unaudited operating results for the fiscal years ended October
31, 1996 and October 31, 1997 are as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1996 October 31, 1997
<S> <C> <C>
EXCLUDING DISCONTINUED OPERATIONS
Revenue $ 1,562 $2,660
Expense (10,659) (18,122)
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Income Tax Benefit (1,047) --
Loss ($8,050) ($15,462)
EPS ($1.04) ($1.96)
INCLUDING DISCONTINUED OPERATIONS
Revenue $ 14,891 $12,641
Expense (24,897) (34,130)
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Income Tax Benefit (1,047) --
Loss ($8,959) ($21,489)
EPS ($1.16) ($2.72)
</TABLE>
