BASE TEN SYSTEMS INC
8-K, 1998-03-09
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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                       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)   March 3, 1998
                                                   -----------------------------




                             Base Ten Systems, Inc.
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



         New Jersey                     0-7100              22-1804206
- -------------------------------------------------------------------------------
(State of Other Jurisdiction            (Commission         (I.R.S. Employer
  Of Incorporation)                     File Number)        Identification No.)




One Electronics Drive, Trenton, New Jersey                       08619
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)




Registrant's telephone number, including area code            (609)586-7010
- -------------------------------------------------------------------------------


Inapplicable
- -------------------------------------------------------------------------------
(Former Name of Former Address, if Changed Since Last Report)



<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 4.  Changes in Registrant's Certifying Accountant.

         On March 3, 1998,  Base Ten Systems,  Inc.  (the  "Company")  dismissed
Deloitte & Touche LLP ("Deloitte & Touche") as the principal accountant to audit
the Registrant's financial statements.

         The reports of Deloitte & Touche on the Company's financial  statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles.

         The decision to dismiss Deloitte & Touche was approved by the Company's
Board of Directors.

         During the two most  recent  fiscal  years and the  subsequent  interim
period  preceding  March 3, 1998,  there were no  disagreements  with Deloitte &
Touche on any matter of accounting principles or practices,  financial statement
disclosure,  or auditing scope or procedure which, if not resolved to Deloitte &
Touche's satisfaction,  would have caused Deloitte & Touche to make reference to
the subject matter of the disagreement in connection with its report.

         During the two most  recent  fiscal  years and the  subsequent  interim
period  preceding  March 3, 1998 Deloitte & Touche did not advise the Company of
any matters set forth in Item 304(a)(1)(v) of Regulation S-K.

         The  Company  has  provided  Deloitte  &  Touche  with a copy  of  this
disclosure  and  requested  that  Deloitte & Touche  furnish the Company  with a
letter  addressed to the Securities and Exchange  Commission (the  "Commission")
stating  whether  it agrees  with this  disclosure.  A copy of the  letter  from
Deloitte & Touche to the Commission is filed as Exhibit 16.1 to this Report.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements
                  None.

         (b)      Pro Forma Financial Information
                  None.

         (c)      Exhibits
                  The following exhibit is filed with this Report:

                  16.1     Letter of Deloitte & Touche LLP dated March 5, 1998.


<PAGE>



                                   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: March 9, 1998

                                                  BASE TEN SYSTEMS, INC.



                                              By: WILLIAM F. HACKETT
                                                  ---------------------------- 
                                                  William F. Hackett
                                                  Senior Vice President,
                                                  Chief Financial Officer, and
                                                  Secretary





March 5, 1998

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs/Madams:

We have  read  and  agree  with  the  comments in item 4 of Form 8-K of Base Ten
Systems, Ince dated March 3, 1998.

Yours truly,


DELOITTE & TOUCHE LLP



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