BASE TEN SYSTEMS INC
8-K, 2000-10-24
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                                  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 10, 2000


                             BASE TEN SYSTEMS, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           New Jersey                     0-7100              22-1804206
--------------------------------    -----------------    -----------------------
       (State or other              (Commission File         (IRS Employer
 jurisdiction of incorporation)          Number)         Identification Number


                One Electronics Drive, Trenton, New Jersey 08619
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


       Registrant's telephone number, including area code: (609) 586-7010


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.  Acquisition or Disposition of Assets.
-------  -------------------------------------

         On October 10, 2000 (the "Closing Date"),  Base Ten Systems,  Inc. (the
"Company")  and ABB  Automation  Inc.  ("ABB")  entered  into an Asset  Purchase
Agreement  (the  "Agreement"),  dated as of  October 4,  2000.  Pursuant  to the
Agreement,  ABB  purchased  from the  Company  certain  assets  (the  "Assets"),
including  (i)  assets  relating  to  the  Company's   business  of  developing,
producing,  manufacturing and selling manufacturing execution systems (the "MES
Business"),  including,  without limitation, all intellectual property, accounts
receivable and equipment  relating to the MES Business,  and (ii) the name "Base
Ten Systems, Inc.," which ABB has licensed to the Company.

         Simultaneous  with the closing of the  transaction,  (i) certain of the
Company's  employees resigned their employment with the Company and entered into
employment  agreements  with ABB, (ii) certain of the consultants to the Company
became consultants to ABB, and (iii) the Company subcontracted certain employees
of the  Company's  European  subsidiaries  to ABB.  ABB assumed all  performance
obligations  of the Company  relating to the Assets,  including all  performance
obligations arising under customer contracts relating to the MES Business.

         The purchase price for the Assets was $2 million in cash (the "Purchase
Price"),  which was paid to the  Company,  in full,  on the  Closing  Date.  The
Purchase Price was determined based upon arms length negotiations.

         No material  relationship  exists between ABB and the Company or any of
its affiliates,  any director or officer of the Company, or any associate of any
such director or officer.

         The Company issued a press release  regarding the  consummation  of the
transaction with ABB, a copy of which is attached as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
-------  -------------------------------------------------------------------

         (a)      Financial Statements.

         Not Applicable.

         (b)      Pro Forma Financial Information.

                  Unaudited Pro Forma Condensed
                  Consolidated Statements of
                  Operations of Base Ten Systems, Inc. and
                  Subsidiaries.......................................F1



<PAGE>


         (c)      Exhibits.

                  Exhibit No.        Title
                  -----------        -----

                  2.3                Asset  Purchase  Agreement  dated as of
                                     October 4, 2000 by and between  Base Ten
                                     Systems, Inc. and ABB Automation Inc.

                  99.1               Press Release dated October 13, 2000.


                                   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.

                                     STEPHEN A. CLOUGHLEY
Date:    October 24, 2000        By: ______________________________
                                     Stephen A. Cloughley
                                     President and Chief Executive Officer




<PAGE>


                                  EXHIBIT INDEX


                  Exhibit No.        Title
                  -----------        -----

                  2.3                Asset  Purchase  Agreement  dated as of
                                     October 4, 2000 by and between  Base Ten
                                     Systems, Inc. and ABB Automation Inc.

                  99.1               Press Release dated October 13, 2000.




<PAGE>

<TABLE>
<CAPTION>

                                                                              Base Ten Systems, Inc. and Subsidiaries
                                                                         Pro Forma Consolidated Statements of Operations
                                                                                           (unaudited)
                                                                                      (dollars in thousands)

                                                             Twelve Months    Twelve Months      Two Months      Twelve Months
                                                                Ended             Ended            Ended             Ended
                                                           ----------------------------------------------------------------------
                                                             December 31,      December 31,     December 31,    October 31, 1997
                                                                 1999             1998              1997
                                                           ----------------------------------------------------------------------
<S>                                                           <C>              <C>               <C>              <C>
 Revenue..................................................    $      1,110     $         --      $         --     $         --

 Cost of revenues.........................................             436               --                --               --
 Research and development.................................              97               --                --               --
 Selling and marketing....................................             290               --                --               --
 General and administrative...............................           3,914            4,472               824            3,872
 Non-cash debt conversion charge..........................           3,506               --                --               --
                                                           ----------------------------------------------------------------------
                                                                     8,243            4,472               824            3,872
                                                           ----------------------------------------------------------------------

 Loss before other income (expense).......                          (7,133)          (4,472)             (824)          (3,872)
 Other income (expense), net..............................             160             (982)             (197)          (1,479)
                                                           ----------------------------------------------------------------------

 Net loss.................................................          (6,973)          (5,454)           (1,021)          (5,351)

 Less: Dividends on Redeemable Convertible
               Preferred Stock............................            (262)          (1,740)             (933)              --
       Accretion on Redeemable Convertible
               Preferred Stock............................          (6,930)          (1,424)               --               --
       Credit on exchange of Redeemable Convertible
               Preferred Stock............................             445               --                --               --
                                                           ----------------------------------------------------------------------
 Net loss available for common shareholders...............    $    (13,720)    $     (8,618)     $     (1,954)    $     (5,351)
                                                           ======================================================================

</TABLE>

        See Notes to the Pro Forma Consolidated Statements of Operations

                                       F1

<PAGE>


                     Base Ten Systems, Inc. and Subsidiaries
            Notes to Pro Forma Consolidated Statements of Operations
        Twelve Months Ended December 31, 1999, 1998 and October 31, 1997
                     and Two Months Ended December 31, 1997
                                   (Unaudited)


The pro forma  consolidated  statements of operations of Base Ten Systems,  Inc.
and  subsidiaries  (the  "Company")  have  been  prepared  as if the sale of the
Company's  manufacturing  execution systems business (the "MES Business") to ABB
Automation  Inc.  ("ABB")  occurred  as of November  1, 1996.  Accordingly,  all
revenues related to the MES Business,  as well as direct costs and certain other
related  expenses,  have  been  eliminated  from the  historical  statements  of
operations.  In addition,  the results of operations of the Company's Government
Technology  Division,  which was sold by the  Company  to  Strategic  Technology
Systems,  Inc.  in  December  1997,  have been  eliminated  from the  statements
presented herein.

The  operating  results of the  Company's  Activ  NetSciences,  Inc.  subsidiary
(formerly known as BTS Clinical,  Inc. and Almedica  Technology Group, Inc.) are
included from the date of its acquisition in June 1999.

These  statements do not present the Company's actual results of operations over
these periods and the results of operations  presented herein are not indicative
of the  operating  results that can be expected to be achieved by the Company in
the future.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. The pro forma consolidated  financial statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 and the  Quarterly  Reports on Form 10-Q for the periods ended
March 31, 2000 and June 30, 2000.

Certain reclassifications have been made to prior period financial statements to
conform to the current period presentation.





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