SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) May 1, 1997
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Base Ten Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 0-7100 22-1804206
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(State of Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) 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
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Inapplicable
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(Former Name of Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On May 1, 1997, Base Ten Systems, Inc. (the "Registrant")
entered into an Operating Agreement with Jesse Upchurch (the "Operating
Agreement") whereby the Registrant became a minority owner of a limited
liability company (the "LLC"). Under the terms of the Operating Agreement, the
Registrant made a capital contribution to the LLC of its rights to the uPACS
technology in return for a 9% interest in the LLC and Jesse Upchurch made a
capital contribution of $2 million and agreed to make a further capital
contribution of $1 million on or before December 1, 1997 in return for a 91%
interest in the LLC. In connection with the formation of the LLC, the Registrant
entered into a Services and License Agreement whereby the Registrant has agreed
to complete the development of the uPACS technology and undertake to market,
sell and distribute systems using the uPACS technology. The LLC will pay the
Registrant its expenses in connection with such services and shall remit to the
LLC royalties in connection with the sale of systems using the uPACS technology.
After the LLC has distributed to Mr. Upchurch $4.5 million of its net cash flow,
the Registrant will become a 63% owner of the LLC and Mr. Upchurch will own a
37% interest in the LLC. Alexander Adelson, a director of the Company is to
receive $30,000 from the LLC after the closing and will be entitled to receive
1% of revenues generated by the LLC up to the first $45 million in revenues, in
consideration of his services in connection with establishing the LLC and
obtaining the capital funding therefor. There can be no assurance that uPACS
will be successful or that the LLC will operate profitably or that the funds
under the LLC will be sufficient for the further development and marketing of
uPACS.
The following exhibits are filed with this Form 8-K:
Exhibits
10 (u) Operating Agreement between the Registrant and Jesse Upchurch
dated May 1, 1997.
10 (v) License and Services Agreement between the Registrant and
uPACS, L.L.C. dated May 1, 1997.
10 (w) Compensation Agreement among uPACS, L.L.C., Andrew Garrett,
Inc. and Drew Sycoff dated May 1, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June ___, 1997
BASE TEN SYSTEMS, INC.
By: /S/ MYLES KRANZLER
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Myles M. Kranzler
Chief Executive Officer
EXHIBIT INDEX
Exhibits
10 (u) Operating Agreement between the Registrant and Jesse Upchurch
dated as of May 1, 1997.
10 (v) License and Services Agreement between the Registrant and
uPACS, L.L.C. dated as of May 1, 1997.
10 (w) Compensation Agreement among uPACS, L.L.C., Andrew Garrett,
Inc. and Drew Sycoff dated as of May 1, 1997.