UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_|Form 11-K
|_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Base Ten Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
One Electronics Drive
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Address of Principal Executive Office (Street and Number)
Trenton, New Jersey 08619
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
|X| (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report of transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and
| | (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
Additional time is required in order for the Company and its accountants to
resolve an accounting issue. Just prior to the filing deadline for Form 10-K,
the Company determined that it intends to implement a strategic shift in the
focus of its business to boost its overall presence in the FDA-regulated
industries and to set the stage for a web-based strategy. The Company believes
that the significance of this action requires discussion in the Company's Annual
Report on Form 10-K. This development has prevented the Company from filing its
Form 10-K in a timely manner without unreasonable effort and expense to the
Company. The Company is issuing a press release announcing its intention to
implement a strategic shift in the focus of its business.
PART IV - NARRATIVE
(1) Name and telephone number of person to contact in regard to this
notification
William F. Hackett (609) 586-7010
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).
|X|Yes |_| No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
|_|Yes |X|No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
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Base Ten Systems, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
STEPHEN A. CLOUGHLEY
By:___________________________________________________________
STEPHEN A. CLOUGHLEY, President and Chief Executive Officer
Date: March 30, 2000
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
