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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DE 20549
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
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BASE TEN SYSTEMS, INC.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
069 779 10 6
(Cusip Number)
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William F. Hackett, Base Ten Systems, Inc.
P.O. Box 8157, Trenton, New Jersey 08619 (609) 586-7010
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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March 18, 1998
(Date or Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G to report
the acquisition which is the subject of this Schedule 13-D, and is filing this
schedule because of Rule 13d-1(e), 13-d-1(f) or 13d-1(g), check the following
box [ ]
Check the following box if a fee is being paid with this statement [ ] (A fee is
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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<PAGE>
SCHEDULE 13-D
CUSIP No. 069 779 10 6 Page 2 of 3 Pages
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1 NAME OF REPORTING PERSON AND
SS OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
MYLES MITCHELL KRANZLER SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER 7 SOLE VOTING POWER
OF 2,860
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
BY -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,860
PERSON -----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,860
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.64%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a)-(b) The reporting person owns beneficially 2,860 Class B Common
shares, as to which the reporting person has sole dispositive power. The Class B
Common shares beneficially owned by the reporting person represent 0.64% of
the outstanding Class B Common shares.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer:
Class B Common Stock issued by:
Base Ten System, Inc.
One Electronics Drive
Trenton, New Jersey 08619
Item 2. Identity and Background
(a) Name:
Myles M. Kranzler
(b) Residence or Business Address:
173 Rolling Hill Road
Skillman, New Jersey 08558
(c) Present Principal Occupation:
Consultant
BOOTSTRAP PARTNERS LLC
114 W. Franklin Avenue
Pennington, New Jersey 08534
(d) Criminal Proceedings:
Not Applicable
(e) Civil Proceedings Relating to Federal or State securities laws:
Not Applicable
Item 3. Source And Amount of Funds Or Other Consideration
Not Applicable
Item 4. Purpose of Transaction
Pursuant to an amendment to the Certificate of Incorporation of the
Issuer, Base Ten systems, Inc., filed on April 24, 1998, holders of
Class B Common Stock are permitted to exchange such shares for
Class A Common Stock of the Issuer in the ratio of 1.5 shares of
Class A Common Stock for each share of Class B Common Stock. On
April 29, 1998 the holder delivered to the Issuer's Transfer Agent
94,461 shares of Class B Common Stock of Base Ten Systems, Inc.
with instructions to exchange all such shares for shares of Class
A Common stock in the ratio of 1.5 shares of Class A for each share
of Class B or a total of 141,691 shares of Class A Common Stock.
In accordance with rulings of the National Association of
Securities Dealers (NASD), the Class B Common Stock of Base Ten
systems, Inc. will no longer be listed by NASDAQ, effective May 1,
1998.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of securities identified in Item 1 above
beneficially owned by the individual named in Item 2 above is
2,860 representing 0.64% of Class. The individual named in Item
2 above does not belong to any Group.
(b) The number of shares as to which the person has:
(i) sole power to vote or to direct the vote is 2,860
(ii) shared power to vote or to direct the vote is -0-.
(iii) Sole power to dispose of or to direct the disposition
of is 2,860.
(iv) Shared power to dispose of or to direct the disposition
of is -0-.
(c) See Item 4 above.
(d) Not Applicable.
(e) The reporting person ceased to be the beneficial owner of more
than 5% of the class of securities noted above on April 29,
1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 7, 1998
MYLES M. KRANZLER
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Signature
Name: Myles M. Kranzler
