UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 28, 1999
BASE TEN SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-7100 22-1804206
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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
Not Applicable
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Base Ten Systems, Inc. (the "Company") announced that on October 28,
1999, Stephen A. Cloughley was elected President and Chief Executive Officer of
the Company, and that Robert Hurwitz, a current director, was elected Chairman
of the Company's Board of Directors. Mr. Cloughley and Mr. Hurwitz are
succeeding Thomas E. Gardner, who previously held these positions.
The press release attached hereto as Exhibit 99.1 was issued by the
Company on October 29, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit No. Title
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99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BASE TEN SYSTEMS, INC.
WILLIAM F. HACKETT
Date: November 9, 1999 By: ___________________________
William F. Hackett
Sr. Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Title
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99.1 Press Release
Contact:
William F. Hackett
609-586-7010 ext. 2310
LEADERSHIP CHANGE AT BASE TEN SYSTEMS
TRENTON, NJ October 29, 1999 - Base Ten Systems, Inc. (NasdaqSC: BASEA)
announced today that Stephen A. Cloughley had been elected President and Chief
Executive Officer of the Company, and that Robert Hurwitz had been elected
Chairman of the Company's Board of Directors. Mr. Hurwitz already was serving as
a Director of the Company. They are succeeding Thomas E. Gardner who previously
held these three positions.
Mr. Gardner made the following statement regarding the changes. "Two years ago,
the Board asked me to implement a transition of the Company from defense
contractor to commercial software developer of manufacturing execution systems
for cGMP regulated industries. While the strategy has taken longer to implement
and cost more in operating losses than anticipated, I believe the company is now
positioned for growth and profitability in its new markets."
"At this juncture, the Board and I have identified new leadership for the
Company in Stephen Cloughley who will lead the executive team. The skill sets of
this team we believe match up well to the challenges to be faced by the Company
over the next several years. Importantly, our largest shareholder group is also
supportive of these changes. I will remain an investor in the Company, and wish
for the new management team great success, and growing shareholder value for all
investors."
Stephen Cloughley joined Base Ten in 1994 and was responsible for sales in the
European Community where he was instrumental in signing many of the Company's
present clients. As a result of his success, Mr. Cloughley was brought to the
U.S. in 1996 where his managerial assignments encompassed marketing and
corporate development. Mr. Cloughley developed many of the important strategic
and business relationships, which are now enjoyed by the Company. Mr. Cloughley
maintains a national reputation regarding his knowledge of manufacturing
execution systems software, having represented Base Ten in the financial and
industrial communities.
Mr. Cloughley said upon his election by the Board of Directors, "I am delighted
to be given the opportunity to lead our Company into the millennium. I believe
today as I first believed when I came to Base Ten that manufacturing execution
system software is one of the great opportunities of automation. I look forward
to working closely with our talented executive team in growing our Company and
building shareholder value."
About Base Ten
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Base Ten Systems is a software technology development company focused on
manufacturing execution and clinical supply systems and services for the
pharmaceutical, chemicals and medical products industries. Through installation
of BASE10(TM) software, the Company's customers around the world can enjoy more
cost-effective regulatory compliance, improved manufacturing flexibility and
reduced production cycle time. BASE10(TM) solutions are readily integrated with
complementary software partners as manufacturers consolidate their operations
into global supply chain processes. Learn more about Base Ten Systems by
visiting its web site at www.base10.com.
Forward-Looking Statements Regarding Base Ten Systems
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The foregoing contains "forward-looking information" within the meaning of The
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may be identified by the letter ("a") or by such forward-looking
terminology as "may," "will," "believe," "anticipate," "expect," or similar
words or variations thereof. Such forward-looking statements involve certain
significant risks and uncertainties. Important factors that Base Ten believes
may cause actual results to differ materially from such forward-looking
statements are discussed in the "Risk Factors," "Business" and "MD&A" sections
of the Company's current S-3 registration statements and annual and quarterly
reports on file with the Securities and Exchange Commission. Additional risk
factors include the effectiveness of software and the ability of software to
operate without "bugs" in the technology and acceptance of the release by
customers and actual rollout. In assessing such forward-looking statements,
investors are urged to read carefully those reports and other filings. Base Ten
does not undertake to publicly update or revise its forward-looking statements,
even if experience or future changes indicate that any such results or event
(expressed or implied) will not be realized.
