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. 3)
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)
October 29, 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
- ----------------------
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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)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,611,241
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
2,611,241
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
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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
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,611,241
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 22,686
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,611,241
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
- --------------------------------------------------------------------------------
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
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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 2,611,241
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 156,250
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,611,241
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
- --------------------------------------------------------------------------------
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. Upchurch 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
As reflected in Amendment No. 2 to Schedule 13D filed on April 15,
1999, Mr. Upchurch, Mr. Sycoff and Mr. Lockhart had previously agreed
to act together, as a group, 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. On
October 29, 1999, the Company announced 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. Each of the members of the group supports the new management
and believes the Company is in a position to move forward in its
business. In view of the management change, the group disbanded as of
the close of business on October 29, 1999. Each of Mr. Upchurch, Mr.
Sycoff and Mr. Lockhart, as necessary, will hereafter report his
beneficial ownership of Class A Common Stock separately on an
individual basis.
Item 5. Interest in Securities of the Issuer
1. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Upchurch is 2,611,241, including warrants
exercisable for 200,000 Class A Common shares, representing
51.8% 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
2,611,241.
(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.
2. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Sycoff is 2,611,241, including warrants exercisable
for 200,000 Class A Common shares, representing 51.8% 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. 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
2,611,241.
(iii) sole power to dispose or to direct the disposition of
is 22,686.
(iv) shared power to dispose or to direct the disposition
of is -0-.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
3. (a) The aggregate number of Class A Common shares beneficially
owned by Mr. Lockhart is 2,611,241, including warrants
exercisable for 200,000 Class A Common shares, representing
51.8% 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. 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
2,611,241.
(iii) sole power to dispose or to direct the disposition of
is 156,250.
(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.
The reporting persons have terminated their agreement to act
together, as described in response to Item 4 hereof.
Item 7. Material to be filed as Exhibits.
Not Applicable.
<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
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Signature
Name: Jesse L. Upchurch
/s/ DREW SYCOFF
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Signature
Name: Drew Sycoff
/s/ KEVIN R. LOCKHART
---------------------------
Signature
Name: Kevin R. Lockhart
