SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 2)
Base Ten Systems, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
069 779 20 5
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(CUSIP Number)
Jesse L. Upchurch
500 Main Street
Fort Worth, Texas 76102
(817) 870-0301
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 9, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box / /.
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 ("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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 069 779 20 5
- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON AND
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
JESSE L. UPCHURCH SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 13,056,205
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,161,519
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,056,205
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.9%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 069 779 20 5
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1 NAME OF REPORTING PERSON AND
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
DREW SYCOFF SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF, WC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 13,056,205
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 113,434
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,056,205
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 069 779 20 5
- ----------------------
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1 NAME OF REPORTING PERSON AND
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
KEVIN R. LOCKHART SS#
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 13,056,205
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 781,252
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,056,205
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer:
Class A Common Stock issued by:
Base Ten System, Inc.
One Electronics Drive
Trenton, New Jersey 08619
Item 2. Identity and Background
1. (a)-(c)
Jesse L. Upchurch, whose business address is, c/o Upchurch
Corporation, 500 Main Street, Fort Worth, TX 76102, is the Chairman
and CEO of Upchurch Corporation, a privately held company, with a
principal business address at 500 Main Street, Fort Worth, TX 76102.
Mr. Upchurch holds shares of Class A Common Stock ("Class A Common")
of Base Ten Systems, Inc. (the "Company") directly and indirectly
through Trust C of the Constance J. Upchurch Family Trust ("Trust
C"), of which Mr. Upchurch is the Trustee. The shares held by Trust C
were transferred from the Estate of Constance Upchurch (the
"Estate"), through which Mr. Upchurch had acquired and held shares of
Class A Common, as executor and beneficiary of the Estate.
Mr. Upchurch is also the sole stockholder of World Video Library
("WVL"), through which he also had acquired and held shares of Class
A Common until December 31, 1998, at which time such shares were
distributed to Mr. Upchurch (and thereafter held directly by him).
(d) Criminal Proceedings:
Not Applicable
(e) Civil Proceedings Relating to Federal or State securities laws:
Not Applicable
(f) Citizenship:
United States
2. (a)-(c)
Drew Sycoff, whose business address is c/o Andrew Garrett, Inc., 52
Vanderbilt Avenue, 20th Floor, New York, NY 10017, is the President
of Andrew Garrett, Inc., with a principal business address at 52
Vanderbilt Avenue, 20th Floor, New York, NY 10017. Mr. Sycoff holds
shares of Class A Common Stock of the Company directly and indirectly
through Andrew Garrett, Inc. ("AGI"), of which Mr. Sycoff owns 98% of
the capital stock. AGI is a broker-dealer registered under the
Securities Exchange Act of 1934, and a portion of the shares held by
AGI are held in a trading account that is used to make a market for
the Class A Common shares on the NASDAQ National Market, with the
remaining portion held in an account used for investment purposes.
(d) Criminal Proceedings:
Not Applicable
(e) Civil Proceedings Relating to Federal or State securities laws:
Not Applicable
(f) Citizenship:
United States
3. (a) - (c)
Kevin R. Lockhart, whose business address is c/o Prophet Systems
Innovations, 111 West 3rd Street, Ogallala, NE 69153, is the CEO of
Prophet Systems Innovations, with a principal business address at 111
West 3rd Street, Ogallala, NE 69153.
(d) Criminal Proceedings:
Not Applicable
(e) Civil Proceedings Relating to Federal or State securities laws:
Not Applicable
(f) Citizenship:
United States
Item 3. Source and Amount of Funds Or Other Consideration
1. Mr. Upchuch used personal funds, Estate funds, Trust C funds and
WVL working capital to acquire the Class A Common shares
reported herein.
2. Mr. Sycoff used personal funds and AGI working capital to
acquire the Class A Common shares reported herein.
3. Mr. Lockhart used personal funds to acquire the Class A Common
shares reported herein.
Item 4. Purpose of Transaction
The reporting persons intend to vote their shares of Class A Common
Stock to elect persons designated by them to the Company's Board of
Directors, and to work with the Company's management to seek to
maximize shareholder value for the Company's shareholders. The
reporting persons plan to elect persons designated by them to all the
Board positions that are up for election at the forthcoming annual
meeting. The reporting persons understand that, currently, two such
positions will be open for election at that time. The reporting
persons do not intend to solicit proxies at the forthcoming annual
meeting. Representatives of the reporting persons have had meetings
with representatives of the Company's management to discuss the
information set forth in response to this item 4.
The following people have advised the reporting persons that they are
willing to serve as Directors of the Company, and the reporting
persons will support each of these persons for election to the Board
as promptly as possible.
John C. Rhineberger, 55, currently acts as a consultant
through Rhineberger Organization, Inc., providing sales,
marketing and product development consulting in the home
center and other industries since 1998. From 1996 to 1997, Mr.
Rhineberger was a regional Vice President of Shaw Industries,
a carpet manufacturer, responsible for retail operations. From
1993 to 1996, Mr. Rhineberger was a merchandising executive
for Home Depot. During the period from 1989 to 1993 Mr.
Rhineberger served as the President and Chief Executive
Officer of Post Tool Retail Stores and Sun Flooring
Distribution, each a subsidiary of West Union Company. From
1987 to 1988, Mr. Rhineberger was the President and General
Manager of Sherwin William's Floor World, a floor covering
retail business. Prior to 1987, Mr. Rhineberger held various
positions at Color Tile, a retail store chain, including
President and Chief Operating Officer
Robert Hurwitz, 55, has been the Chairman and co-founder of
HomePlace Stores, Inc., a chain of home furnishings stores,
since April, 1994. HomePlace Stores, Inc. is wholly-owned by
HomePlace Holdings, Inc., of which Mr. Hurwitz is the Chairman
and Chief Executive Officer. In January, 1998, HomePlace
Holdings, Inc. filed a voluntary petition in bankruptcy under
Chapter 11 of the United States Bankruptcy Act and is
currently in the process of reorganization. From 1988 to 1994,
Mr. Hurwitz was the Chairman and co-founder of OfficeMax,
Inc., a chain of discount office supply stores. Prior to 1988,
Mr. Hurwitz served as the Chairman and Chief Executive Officer
of Professional Housewares Distributors Inc., an international
distributor of housewares and electronic appliances, which he
also co-founded in 1977. Mr. Hurwitz has also been a general
partner of Coral Company, Inc., a real estate development
company, since 1987.
Item 5. Interest in Securities of the Issuer
1. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Upchurch is 13,056,205, including 1,000,000
warrants exercisable for an equal number of Class A Common
shares, representing 58.9% of the Class A Common shares
outstanding (treating the 1,000,000 shares for which the
warrants are exercisable as outstanding for this purpose). (In
addition, approximately 71,410 shares of Class B Common Stock
("Class B Common") and 15,203 Convertible Preferred Shares,
Series B ("Series B Preferred") of the Company are outstanding,
but have not been included for purposes of this Item 5.
Generally, the Class A Common, Class B Common and Series B
Preferred vote together as one class on matters submitted to a
vote of the Company's shareholders, including the election of
Directors. Each share of Class B Common is entitled to one vote
per share and is convertible into 1.5 shares of Class A Common.
Each share of Series B Preferred is entitled to the number of
votes equal to the number of shares of Class A Common into which
it is convertible. The aggregate number of votes to which the
holders of Class B Common and Series B Preferred are entitled is
not readily determinable, but would have a dilutive effect on
the voting power of the reporting persons reported herein.)
(b) The number of shares as to which Mr. Upchurch has:
(i) sole power to vote or to direct the vote is
-0-.
(ii) shared power to vote or to direct the vote is
13,056,205.
(iii) sole power to dispose or to direct the disposition of
is 12,161,519.
(iv) shared power to dispose of or to direct the
disposition of is -0-.
(c) On March 5, 1999, Mr. Upchurch, on behalf of Trust C,
purchased 2,500,000 Class A Common shares upon conversion of
the Company's 9.01% subordinated convertible debentures, at
an exercise price of $4.00 per share.
On March 11, 1999, Mr. Upchurch purchased 100,000 Class A
Common shares in the open market, at a price of $1.91 per
share.
On March 16, 1999, Mr. Upchurch puchased 50,000 Class A
Common shares in the open market, at a price of $1.78 per
share.
On March 23, 1999, Mr. Upchurch purchased 25,000 Class A
Common shares in the open market, at a price of $1.53 per
share.
(d) Not Applicable.
(e) Not Applicable.
2. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Sycoff is 13,056,205, including 1,000,000 warrants
exercisable for an equal number of Class A Common shares,
representing 58.9% of the Class A Common shares outstanding
(treating the 1,000,000 shares for which the warrants are
exercisable as outstanding for this purpose). (In addition,
approximately 71,410 shares of Class B Common Stock ("Class B
Common") and 15,203 Convertible Preferred Shares, Series B
("Series B Preferred") of the Company are outstanding, but have
not been included for purposes of this Item 5. Generally, the
Class A Common, Class B Common and Series B Preferred vote
together as one class on matters submitted to a vote of the
Company's shareholders, including the election of Directors.
Each share of Class B Common is entitled to one vote per share
and is convertible into 1.5 shares of Class A Common. Each share
of Series B Preferred is entitled to the number of votes equal
to the number of shares of Class A Common into which it is
convertible. The aggregate number of votes to which the holders
of Class B Common and Series B Preferred are entitled is not
readily determinable, but would have a dilutive effect on the
voting power of the reporting persons reported herein.)
(b) The number of shares as to which Mr. Sycoff has:
(i) sole power to vote or to direct the vote is -0-.
(ii) shared power to vote or to direct the vote is
13,056,205.
(iii) sole power to dispose or to direct the disposition of
is 113,434.
(iv) shared power to dispose or to direct the disposition
of is -0-.
(c) Mr. Sycoff, through AGI, has made numerous purchases and
sales of the Class A Common shares during the past 60 days
in the ordinary course of business as a broker-dealer, for
the purpose of making a market for the Class A Common shares
on the NASDAQ National Market. In this capacity, shares of
Class A Common were purchased and sold from January 31, 1999
through April 1, 1999, for prices ranging from $1.13 to
$2.78 per share.
(d) Not Applicable.
(e) Not Applicable.
3. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Lockhart is 13,056,205, including 1,000,000
warrants exercisable for an equal number of Class A Common
shares, representing 58.9% of the Class A Common shares
outstanding (treating the 1,000,000 shares for which the
warrants are exercisable as outstanding for this purpose). (In
addition, approximately 71,410 shares of Class B Common Stock
("Class B Common") and 15,203 Convertible Preferred Shares,
Series B ("Series B Preferred") of the Company are outstanding,
but have not been included for purposes of this Item 5.
Generally, the Class A Common, Class B Common and Series B
Preferred vote together as one class on matters submitted to a
vote of the Company's shareholders, including the election of
Directors. Each share of Class B Common is entitled to one vote
per share and is convertible into 1.5 shares of Class A Common.
Each share of Series B Preferred is entitled to the number of
votes equal to the number of shares of Class A Common into which
it is convertible. The aggregate number of votes to which the
holders of Class B Common and Series B Preferred are entitled is
not readily determinable, but would have a dilutive effect on
the voting power of the reporting persons reported herein.)
(b) The number of shares as to which Mr. Lockhart has:
(i) sole power to vote or to direct the vote is
-0-.
(ii) shared power to vote or to direct the vote is
13,056,205.
(iii) sole power to dispose or to direct the disposition of
is 781,252.
(iv) shared power to dispose of or to direct the
disposition of is -0-.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Each of the reporting persons has agreed to act together with
respect to the matters described in response to Item 4 hereof,
including voting their respective shares in the election of
Directors and other corporate matters, in order to help maximize
shareholder value for the Company's shareholders.
Item 7. Material to be filed as Exhibits.
Exhibit E - Joint Filing Agreement dated April 12, 1999 among
Jesse L. Upchurch, Drew Sycoff and Kevin R. Lockhart.
<PAGE>
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: April 12, 1999
/s/ Jesse L. Upchurch
---------------------------
Signature
Name: Jesse L. Upchurch
/s/ Drew Sycoff
---------------------------
Signature
Name: Drew Sycoff
/s/ Kevin R. Lockhart
---------------------------
Signature
Name: Kevin R. Lockhart
EXHIBIT E
JOINT FILING AGREEMENT
----------------------
The undersigned, and each of them, do hereby agree and consent to the
filing of a single statement on Schedule 13D and amendments thereto in
accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange
Act of 1934.
Dated: April 12, 1999
/s/ Jesse L. Upchurch
---------------------------
Signature
Name: Jesse L. Upchurch
/s/ Drew Sycoff
---------------------------
Signature
Name: Drew Sycoff
/s/ Kevin R. Lockhart
---------------------------
Signature
Name: Kevin R. Lockhart
