SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 2
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 its Current Report on Form 8-K
filed on March 6, 1998, as amended by Amendment No. 1 to the Form 8-K filed on
May 5, 1998, to reflect 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.
Upon further examination of the transaction, the Registrant determined
that the assets purchased by the Registrant did not involve a "business," as
that term is defined in Rule 11-01(d) of Regulation S-X.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 5. Other Events.
On February 19, 1998, Base Ten Systems, Inc. (the "Company"), Base Ten
FlowStream, Inc., a wholly owned subsidiary of the Company (the "Subsidiary"),
and Consilium, Inc. ("Consilium") entered into an Asset Purchase Agreement (the
"Agreement"). Pursuant to the Agreement, the Subsidiary purchased from Consilium
certain assets (the "Assets") relating to Consilium's business of producing,
manufacturing and selling manufacturing execution systems under the trademark of
"FlowStream" for healthcare products (pharmaceutical, medical device and
biotechnology) and chemical industries (the "Business"); The Subsidiary assumed
certain obligations of Consilium relating to the Assets, but did not assume any
obligations arising under customer contracts for prepaid maintenance in excess
of an aggregate of $1.2 million.
Pursuant to the Agreement, the Subsidiary agreed to pay to Consilium
amounts equal to 20% of all annual revenue in excess of $3.2 million recognized
on the books of the Subsidiary from the licensing of the "FlowStream"
manufacturing execution system, for the remainder of the 1998 calendar year
following the date of the Agreement and for the entire 1999 calendar year;
Consilium granted the Subsidiary a worldwide, royalty-free, non-transferable
(except with substantially all of the assets of the Business) license to the
exclusive use of four U.S. patents and one foreign patent (for the respective
lives of the patents), without the right to sublicense, for developing,
producing, manufacturing and selling manufacturing execution systems relating to
the Business; Consilium agreed not to compete, directly or indirectly, in the
Business until the third anniversary of the Agreement; the Subsidiary and the
Company agreed to indemnify Consilium for the breach of certain representations,
warranties, covenants, agreements or obligations made by the Subsidiary and the
Company in the Agreement.
The purchase price for the Assets was $1.5 million in cash (the
"Purchase Price"), of which $1,350,000 was paid on the date of the Agreement and
$150,000 of which is to be paid within 90 days after the date of the Agreement,
subject to certain indemnification claims. The Company made a capital
contribution to the Subsidiary in the amount of the Purchase Price; the Company
utilized available funds to make the capital contribution to the Subsidiary. The
Purchase Price was determined based upon arm's length negotiations, taking into
consideration a $500,000 net book value of certain fixed assets included among
the Assets.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
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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 11, 1998
BASE TEN SYSTEMS, INC.
THOMAS E. GARDNER
By: _______________________
Thomas E. Gardner
President and
Chief Executive Officer
