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.
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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 (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification Number
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)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
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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.
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(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
(c) Exhibits.
Exhibit No. Title
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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
EXHIBIT INDEX
Exhibit No. Title
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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.
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
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December 31, December 31, December 31, October 31, 1997
1999 1998 1997
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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 -- -- --
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8,243 4,472 824 3,872
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Loss before other income (expense)....... (7,133) (4,472) (824) (3,872)
Other income (expense), net.............................. 160 (982) (197) (1,479)
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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 -- -- --
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Net loss available for common shareholders............... $ (13,720) $ (8,618) $ (1,954) $ (5,351)
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See Notes to the Pro Forma Consolidated Statements of Operations
F1
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.