SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 1
AMENDMENT TO APPLICATION OR REPORT FILED
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 19, 1998
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Base Ten Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 0-7100 22-1804206
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(State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
One Electronics Drive, Trenton, New Jersey 08619
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609)586-7010
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Inapplicable
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(Former Name or Former Address, if Changed Since Last Report)
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EXPLANATORY NOTE
The undersigned Registrant hereby amends Item 7 of its Current Report
on Form 8-K filed on March 6, 1998.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) The financial statements required by Item 7(a) of the Form 8-K are
not included in this Report because they are not currently available to the
Registrant. The Registrant cannot be certain that financial statements will be
required because the assets purchased by the Registrant were not separately
historically reported in divisional or sectional financial statements of the
seller. An audit is to be conducted to confirm the seller's internal revenue and
cost allocations as to the specific assets purchased by the Registrant. The
seller has not made available to the Company notes relating to the seller's
allocation of revenue and costs to the assets purchased.
If, upon further examination, the Registrant determines that the
assets purchased by the Registrant require a change in the classification of the
transaction previously reported as an "Item 2" event to the classification of
the transaction as an "Item 5" event, the Registrant will proceed to amend this
Report accordingly.
(b) The pro forma financial statements that are required by Item 7(b)
of the Form 8-K are included in this Report.
(c) Inapplicable.
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Base Ten Systems, Inc.
Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
On February 19, 1998 the Company purchased certain tangible and
intangible assets and assumed certain liabilities of Consilium, Inc. (the
"Seller"). All of the assets and liabilities in the purchase transaction relate
to the Flowstream product line. The transaction was accounted for as a business
purchase.
The accompanying pro forma condensed consolidated balance sheet has
been prepared as if the purchase was consummated on October 31, 1997. The
accompanying pro forma condensed consolidated statement of operations for the
year ended October 31, 1997 has been prepared as if the purchase was consummated
at the beginning of fiscal 1997. The pro forma condensed consolidated statement
of operations does not include the effect of any nonrecurring charges directly
attributable to the purchase.
The pro forma information is presented for illustrative purposes only
and is not necessarily indicative of the consolidated operating results or
consolidated financial position that would have been reported had the purchase
occurred on the date indicated, nor is it necessarily indicative of future
operating results or financial position.
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<TABLE>
<CAPTION>
BASE TEN SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, unaudited)
As of October 31, 1997
Historical Pro Forma Pro Forma
Base Ten Adjustments Base Ten
---------- ----------- -----------
Assets:
<S> <C> <C> <C>
Current Assets:
Cash 1,502 (1,350)(a) 152
Accounts Receivable 1,808 -- 1,808
Inventories 478 -- 478
Net assets held for sale 5,338 -- 5,338
Other current assets 566 -- 566
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Total Current Assets 9,692 (1,350) 8,342
Property, Plant and
Equipment 4,305 500 (b) 4,805
Other Assets 7,220 2,450 (c) 9,670
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Total Assets 21,217 1,600 22,817
========= =========== ===========
Liabilities and Shareholders'
Equity (Deficiency)
Current Liabilities:
Accounts Payable 962 -- 962
Accrued Expenses 6,005 1,600 (d) 7,605
Current portion of
capital lease
obligation 54 -- 54
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Total current liabilities 7,021 1,600 8,621
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Long-term liabilities:
Long-term debt 15,500 -- 15,500
Capital lease obligation 3,425 -- 3,425
Other long-term
liabilities 253 -- 253
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19,178 -- 19,178
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Total Shareholders'
Equity (Deficiency) (4,982) -- (4,982)
--------- ----------- -----------
Total Liabilities and
Shareholders'
Equity (Deficiency) 21,217 1,600 22,817
========= =========== ===========
</TABLE>
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<TABLE>
<CAPTION>
BASE TEN SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share data; unaudited)
For the year ended October 31, 1997
Historical Pro Forma Pro Forma
Base Ten Adjustments Base Ten
---------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Sales 2,512 5,179 (e) 7,691
Other 148 -- 148
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Total Revenues 2,660 5,179 7,839
Costs and expense:
Costs of Sales 3,436 4,063 (e) 7,499
Amortization of software
development costs
and intangibles 2,951 590 (f) 3,541
Research and development 147 2,409 (e) 2,556
Selling, general and
administrative 10,479 4,309 (e) 14,788
Interest 1,627 8 (e) 1,635
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18,640 11,379 30,019
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Loss from Continuing
Operations before
Income Tax Benefit (15,980) (6,200) (22,180)
Income Tax Benefit -- -- --
--------- ----------- -----------
Net Loss From Continuing
Operations (15,980) (6,200) (22,180)
--------- ----------- -----------
Net Loss per Share from
Continuing Operations (2.03) (0.79) (2.81)
========= =========== ===========
Wtd Average Common
Shares Outstanding 7,895 7,895 7,895
--------- ----------- -----------
</TABLE>
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Base Ten Systems, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial statements included
herein have been prepared by the Company. Certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted,
however, the Company believes that the disclosures are adequate to make the
information presented not misleading. These pro forma consolidated financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's annual report for the year ended October
31, 1997.
Note 2. Pro Forma Adjustments
Certain pro forma adjustments have been made to the accompanying pro forma
condensed consolidated balance sheet and statement of operations as described
below:
(a) Entry to record cash paid at the time of the purchase, assuming the
purchase had occurred as of October 31, 1997
(b) Entry to reflect the purchase of fixed assets from the seller.
(c) Entry to reflect the purchase of intangibles from the seller. The
intangibles purchased were comprised of technology, development, customer
list, and goodwill. These intangibles will be amortized over a five year
period.
(d) Entry to reflect liabilities incurred or assumed at the time of the
purchase from seller.
(e) All revenue and expense items are reflected as provided by Seller. Revenue
and expenses associated with the purchased Flowstream product line were
not accounted for by the Seller as a separate division or segment.
Accordingly, the final determination of the revenues and expenses related
to the assets acquired may be adjusted based upon the final audited
results of the revenues and expenses.
(f) Entry to account for amortization of intangibles and fixed assets
purchased by Company.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: May 5, 1998
BASE TEN SYSTEMS, INC.
THOMAS E. GARDNER
By: ________________________
Thomas E. Gardner
President and
Chief Executive Officer
