As filed with the Securities and Exchange Commission on June 24, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BASE TEN SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW JERSEY 22-1804206
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE ELECTRONICS DRIVE
TRENTON, NEW JERSEY 08619
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(Address, including Zip Code, of Principal Executive Offices)
1998 DIRECTORS' STOCK OPTION PLAN
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(Full Title of the Plan)
THOMAS E. GARDNER
PRESIDENT, CHAIRMAN OF THE BOARD,
and CHIEF EXECUTIVE OFFICER
BASE TEN SYSTEMS, INC.
ONE ELECTRONICS DRIVE
TRENTON, NEW JERSEY 08619
(609) 586-7010
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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With a copy to:
JOSEPH LUNIN, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1)(2) Per Share(3) Offering Price Fee
- ------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
- ------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 400,000 $0.94 $376,000 $104.52
$1.00 Par Value
Total Registration Fee $104.52
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<PAGE>
(1) Does not include 300,000 shares of Class A Common Stock that may be
issued pursuant to the 1998 Directors' Stock Option Plan (the "Plan")
that were previously registered under Registration Statement on Form
S-8, filed on July 24, 1998 (No. 333-59885).
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also relates to an indeterminate number of
shares of Class A Common Stock that may be issued pursuant to
anti-dilution provisions contained in the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) and
Rule 457(c) based on the average high and low prices of the
Registrant's Class A Common Stock as reported on the Nasdaq National
Market on June 23, 1999.
<PAGE>
REGISTRATION STATEMENT
FOR ADDITIONAL SECURITIES
ON FORM S-8
Incorporation by Reference
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 400,000 shares of Class A Common Stock that may be
issued under the 1998 Directors' Stock Option Plan (the "Plan") as a result of
an increase in the number of shares that may be offered under the Plan. 300,000
shares of Class A Common Stock that may be issued under the Plan were previously
registered under Registration Statement on Form S-8 filed on July 24, 1998 (No.
333-59885). Registration Statement on Form S-8 filed on July 24, 1998 (No.
333-59885) is incorporated by reference herein pursuant to General Instruction E
to Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Trenton, New Jersey, on this 24th day of June,
1999.
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<CAPTION>
BASE TEN SYSTEMS, INC.
<S> <C> <C>
THOMAS E. GARDNER WILLIAM F. HACKETT WILLIAM F. HACKETT
By:__________________ By:_____________________ By:___________________
Thomas E. Gardner William F. Hackett William F. Hackett
Chief Executive Officer Chief Financial Officer (Principal Accounting Officer
(Principal Executive Officer) and Principal Financial Officer)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Thomas E. Gardner and William F.
Hackett, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution for him and in his name, place and stead in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming what said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
THOMAS E. GARDNER
__________________________ June 24, 1999
Thomas E. Gardner Chief Executive Officer, Chairman of
the Board, President, and Director
(Principal Executive Officer)
ALEXANDER M. ADELSON
__________________________ June 24, 1999
Alexander M. Adelson Director
__________________________ June __, 1999
David C. Batten Director
ALAN S. POOLE
__________________________ June 24, 1999
Alan S. Poole Director
JOHN C. RHINEBERGER
__________________________ June 24, 1999
John C. Rhineberger Director
ROBERT HURWITZ
__________________________ June 24, 1999
Robert Hurwitz Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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4.2 1998 Directors' Stock Option Plan.
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality
of the securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).
BASE TEN SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
1. Purpose
The purpose of the Base Ten Systems, Inc. Directors' Stock Option Plan
(the "Plan") is to encourage non-employee directors who are not employees of
Base Ten Systems, Inc. (the "Company") to acquire a proprietary interest in the
future of the Company through the ownership of the Class A Common Stock of the
Company ("Common Stock"). It is also expected that the Plan will encourage
qualified persons to serve as directors of the Company.
2. Administration of the Plan
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). In
administering the Plan, the Committee may adopt rules and regulations for
carrying out the Plan. The interpretation and decision with regard to any
question arising under the Plan made by the Committee shall be final and
conclusive on all directors participating or eligible to participate in the
Plan.
Notwithstanding the foregoing, the determination of the directors to
whom, and the time or times at which, options shall be granted and the number of
shares of Common Stock to be included in the grants shall be made by the Board.
3. Shares of Stock Subject to the Plan
The total number of shares that may be issued pursuant to options
granted under the Plan is 700,000 shares of Common Stock, subject to adjustment
as provided in Paragraph 7. Any shares subject to an option which for any reason
expires or is terminated unexercised may again be subject to an option under the
Plan.
4. Eligibility
Directors who are not employees of the Company or any of its
subsidiaries (including members of the Committee) are eligible to be granted
options under the Plan. The directors who shall receive options under the Plan
shall be selected from time to time by the Board and the Board shall determine
the number of shares to be covered by the option granted to each such director.
5. Duration of the Plan
The Plan shall become effective as of January 1, 1998, subject to its
approval by the stockholders of the Company. The Plan shall terminate upon the
earliest of the following to occur: (a) the adoption of a resolution by the
Board terminating the Plan, provided, however, that options then outstanding
shall extend beyond such termination date; or (b) the date all shares of Common
Stock subject to options are purchased or all unexercised options have expired.
6. Terms and Conditions of Stock Options
All options granted under this Plan shall be evidenced by an agreement
between the Company and the optionee and shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and such
other terms and conditions not inconsistent therewith as the Committee shall
determine.
(a) The option price per share shall be determined by the
Committee, but shall not be less than 100% of the fair market value of a share
of Common Stock on the date the option is granted. The fair market value shall
be the price for the Common Stock as reported for the day on which the option is
granted. In the event that the method for determining the fair market value of
the Common Stock provided for in this Paragraph 6 (a) shall not be practicable,
then the fair market value per share shall be determined by such other
reasonable method as the Committee shall, in its discretion, select and apply at
the time of grant of the option concerned.
(b) Each option shall be exercisable during and over such
period ending not later than ten years from the date it was granted, as may be
determined by the Board and stated in the option grant agreement.
(c) Options shall be immediately exercisable.
(d) Each option may be exercised by giving written notice to
the Company specifying the number of shares to be purchased, which shall be
accompanied by payment in full including applicable taxes, if any. Payment shall
be (i) in cash, or (ii) in shares of Common Stock already owned by the optionee
(the value of such Common Stock shall be its fair market value on the date of
exercise as determined under Paragraph 6 (a)), or (iii) by a combination of cash
and shares of Common Stock. No option shall be exercised for less than the
lesser of 50 shares or the full number of shares for which the option is then
exercisable. No optionee shall have any rights to dividends or other rights of a
shareholder with respect to shares of Common Stock subject to his option until
he has given written notice of exercise of his option and paid in full for such
shares.
(e) Each option may provide, or be amended to provide, that
the optionee may exercise the option without payment of the option price by
delivery to the Company of an exercise notice and irrevocable instructions to
deliver shares of Common Stock directly to the brokerage firm named therein in
exchange for payment of the option price by such brokerage firm to the Company.
(f) Upon an optionee's death, his option may thereafter be
immediately exercised by the legal representative of his estate or by the
legatee of the optionee under his last will until the expiration of the option.
(g) Except as otherwise provided in this paragraph (g) of
Section 6, the option by its terms shall be personal and shall not be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution. During the lifetime of an optionee, the option shall be
exercisable only by him. The Committee may, in is discretion, authorize any
option to be on terms which permit transfer of all or a portion of such option
to members of the optionee's immediate family or a trust or partnership, or
similar vehicle, established solely for the benefit of, or the partners or
members of which are solely, such family members, provided that the option grant
agreement expressly permits such transferability and any transfer of such option
shall be in accordance with any other terms, conditions, rules and limitations
prescribed by the Committee and/or set forth in the applicable option grant
agreement. Following the valid transfer of any such option, the transferred
option shall continue to be subject to the same terms and conditions as were
applicable to such option immediately prior to such transfer, provided that the
transferee of such option shall be treated under the Plan and the applicable
agreement as the optionee.
7. Changes in Capital/Change in Control
Upon changes in the Common Stock by a stock dividend, stock split,
reverse split, subdivision, recapitalization, merger, consolidation (whether or
not the Company is a surviving corporation), combination or exchange of shares,
separation, reorganization or liquidation, the number and class of shares
available under the Plan as to which options may be granted, the number and
class of shares under each option and the option price per share shall be
correspondingly adjusted by the Committee, such adjustments to be made in the
case of outstanding options without change in the total price applicable to such
options; provided, however, no such adjustments shall be made in the case of
stock dividends aggregating in any fiscal year of the Company not more than 5%
of the Common Stock issued and outstanding at the beginning of such year or in
the case of one or more splits, subdivisions or combinations of the Common Stock
during any fiscal year of the Company resulting in an increase or decrease of
not more than 5% of the Common Stock issued and outstanding at the beginning of
such year.
8. Use of Proceeds
Proceeds from the sale of shares pursuant to options granted under this
Plan shall constitute general funds of the Company.
9. Amendments
The Board may amend, alter or discontinue the Plan, including without
limitation any amendment considered to be advisable by reason of changes to the
Internal Revenue Code, but no amendment, alteration or discontinuation shall be
made which would impair the rights of any holder of an option theretofore
granted, without his consent, or which, without the approval of the
shareholders, would:
(a) Except as is provided in Paragraph 7 of the Plan,
increase the total number of shares reserved for the
purpose of the Plan.
(b) Decrease the option price to less than 100% of the
fair market value of a share of Common Stock on the
date of the granting of the option.
The Committee may amend the terms of any option heretofore granted,
retroactively or prospectively, but no such amendment shall impair the rights of
any holder without his consent.
10. Governing Law
The Plan shall be governed by and construed in accordance with the laws
of the State of New Jersey.
PITNEY, HARDIN, KIPP & SZUCH
(MAIL TO)
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
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(DELIVERY TO)
200 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-0950
(973) 966-6300
FACSIMILE (973) 966-1550
June 24, 1999
Base Ten Systems, Inc.
One Electronics Drive
Trenton, New Jersey 08619
Re: Registration Statement on Form S-8
1998 Directors' Stock Option Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Base Ten Systems, Inc. (the "Company")
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 400,000 shares of
Class A Common Stock of the Company, $1.00 par value (the "Shares") issuable
pursuant to awards granted under the 1998 Directors' Stock Option Plan (the
"Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect, and relevant resolutions of
the Board of Directors of the Company; and we have examined such other documents
as we deemed necessary in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, and the Shares shall
have been duly issued in the manner contemplated by the Registration Statement
and the Plan, the Shares will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of New Jersey, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
CONSENT OF INDEPENDENT ACCOUNTANTS
-----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 12, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Base Ten Systems, Inc., which is incorporated by reference in Base Ten Systems,
Inc.'s Annual Report on Form 10-K/A-1 for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
June 23, 1999
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Base Ten Systems, Inc. on Form S-8 of our report dated February 6, 1998,
appearing in the Annual Report on Form 10-K/A-1 of Base Ten Systems, Inc. for
the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 21, 1999
