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. 4)
Base Ten Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
069 779 20 5
- --------------------------------------------------------------------------------
(CUSIP Number)
Jesse L. Upchurch
500 Main Street
Fort Worth, Texas 76102
(817) 870-0301
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 29, 1999
- --------------------------------------------------------------------------------
(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
- ----------------------
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# ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
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)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,432,303
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,432,303
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,432,303
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
- --------------------------------------------------------------------------------
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).
As reflected in Amendment No. 2 to Schedule 13D filed on April 15,
1999, Mr. Upchurch had previously agreed to act together, as a group,
with Drew Sycoff and Kevin R. Lockhart to vote their respective
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 group disbanded as of the close of business on
October 29, 1999, after the announcement by the Company of the
election of Stephen A. Cloughley as new President and Chief Executive
Officer of the Company and Robert Hurwitz as new Chairman of the
Board of Directors of the Company. Mr. Upchurch is reporting herein,
and will hereafter report, his beneficial ownership of Class A Common
Stock separately from the now-terminated group.
(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
Mr. Upchurch used personal funds, Estate funds, Trust C funds and WVL
working capital to acquire the Class A Common shares reported
herein.
Item 4. Purpose of Transaction
The reporting person intends to hold the Class A Common Shares
reported herein solely for investment purposes.
Item 5. Interest in Securities of the Issuer
1. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Upchurch is 2,432,303, including warrants
exercisable for 200,000 Class A Common shares, representing
48.3% of the Class A Common shares outstanding (treating the
200,000 shares for which the warrants are exercisable as
outstanding for this purpose). (In addition, approximately
14,180 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.) The
foregoing reflects the Company's one-for-five reverse stock
split, which was effective on September 24, 1999.
(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
2,432,303.
(iii) sole power to dispose or to direct the disposition of
is 2,432,303.
(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.
Base Ten Systems, Inc. and Jesse L. Upchurch entered into a Purchase
Agreement dated August 8, 1996, pursuant to which 9.01% convertible
subordinated debentures, due August 31, 2003, were issued and sold
to Mr. Upchurch for an aggregate purchase price of $10,000,000.
Interest on the debentures was payable semi-annually, at a rate of
9.01% per year. The Company had the right to call the debentures
after February 28, 1998 if the Class A Common Stock of the Company
traded at a price between $15.00 and $17.50 per share. Mr. Upchurch
had the right, provided he held at least 80% of the principal amount
of the debentures, to nominate two directors to the Board of
Directors of the Company, to be recommended by the Company's
management in the Company's proxy statements. The Company agreed to
register the shares issuable upon conversion of the debentures under
the Securities Act of 1933 (the "Act"), on the demand of holders of
at least 66-2/3% of the principal amount of the debentures at any
time after February 28, 1996, in order to permit such holders to
offer and sell such shares. The Company also agreed to permit
holders to participate in other registrations covering offerings by
the Company or its security holders. The debentures were originally
convertible into 800,000 shares of Class A Common, at an exercise
price of $12.50 per share. Mr. Upchurch and the Company agreed to
modify the terms of the debentures to make them convertible into
2,500,000 shares, at an exercise price of $4.00 per share. Mr.
Upchurch (on behalf of Trust C) executed and delivered to the
Company an irrevocable consent dated December 22, 1998, pursuant to
which he consented to such modification and the conversion of the
debentures upon consummation of the exchange of the Company's Series
A, Convertible Preferred Shares outstanding as of December 1, 1998
for the Company's Series B, Convertible Preferred Shares.
Base Ten Systems, Inc. and Jesse L. Upchurch entered into a Stock
Purchase Agreement dated November 12, 1998, pursuant to which
6,666,666 shares of Class A Common Stock and 1,000,000 warrants to
purchase Class A Common Stock, at an exercise price of $3.00 per
share, were sold to Mr. Upchurch for an aggregate of $20,000,000.
The Company agreed to register the 6,666,666 shares and the shares
issuable upon exercise of the warrants under the Act in order to
permit Mr. Upchurch to offer and sell such shares. The Company also
agreed to permit Mr. Upchurch to participate in other registrations
covering offerings by the Company or its security holders.
Item 7. Material to be filed as Exhibits.
Exhibit A - Purchase Agreement dated August 8, 1996 between Base Ten
Systems, Inc. and Jesse L. Upchurch.*
Exhibit B - Irrevocable Consent dated August 8, 1996 by Jesse L.
Upchurch, on behalf of Trust C of the Constance J. Upchurch Family
Trust.*
Exhibit C - Stock Purchase Agreement dated November 12, 1998 between
Base Ten Systems, Inc. and Jesse L. Upchurch.*
- -------------
* Incorprated herein by reference to Amendment No. 1 to Schedule 13D as filed
by Mr. Upchurch and Mr. Sycoff with the Securities and Exchange Commission
on April 6, 1999.
<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: November 2, 1999
/s/ Jesse L. Upchurch
---------------------------
Signature
Name: Jesse L. Upchurch
