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) February 19, 1998
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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 2. Acquisition or Disposition of Assets.
(a) On February 19, 1998, Base Ten Systems, Inc. (the
"Company"), Base Ten FlowStream, Inc., a wholly owned subsidiary of the Company
(the "Subsidiary"), and Consilium, Inc. ("Consilium") entered into an Asset
Purchase Agreement (the "Agreement"). Pursuant to the Agreement, the Subsidiary
purchased from Consilium certain assets (the "Assets") relating to Consilium's
business of developing, producing, manufacturing and selling manufacturing
execution systems under the trademark of "FlowStream" for healthcare products
(pharmaceutical, medical device and biotechnology) and chemical industries (the
"Business"); The Subsidiary assumed certain obligations of Consilium relating to
the Assets, but did not assume any obligations arising under customer contracts
for prepaid maintenance in excess of an aggregate of $1.2 million.
Pursuant to the Agreement, the Subsidiary agreed to pay to Consilium
amounts equal to 20% of all annual revenue in excess of $3.2 million recognized
on the books of the Subsidiary from the licensing of the "FlowStream"
manufacturing execution system, for the remainder of the 1998 calendar year
following the date of the Agreement and for the entire 1999 calendar year;
Consilium granted the Subsidiary a worldwide, royalty-free, non-transferable
(except with substantially all of the assets of the Business) license to the
exclusive use of four U.S. patents and one foreign patent (for the respective
lives of the patents), without the right to sublicense, for developing,
producing, manufacturing and selling manufacturing execution systems relating to
the Business; Consilium agreed not to compete, directly or indirectly, in the
Business until the third anniversary of the Agreement; The Subsidiary and the
Company agreed to indemnify Consilium for the breach of certain representations,
warranties, covenants, agreements or obligations made by the Subsidiary and the
Company in the Agreement.
The purchase price for the Assets was $1.5 million in cash (the
"Purchase Price"), of which $1,350,000 was paid on the date of the Agreement and
$150,000 of which is to be paid within 90 days after the date of the Agreement,
subject to certain indemnification claims. The Company made a capital
contribution to the Subsidiary in the amount of the Purchase Price; The Company
utilized available funds to make the capital contribution to the Subsidiary. The
Purchase Price was determined based upon arm's length negotiations, taking into
consideration a $500,000 net book value of certain fixed assets included among
the Assets.
No material relationship exists between Consilium and the Company, the
Subsidiary or any of its affiliates, any director or officer of the Company, or
any associate of any such director or officer.
(b) The Assets include certain equipment and other physical
property which were utilized by Consilium in connection with the operation of
the Business. The Subsidiary intends to continue to use the Assets in connection
with the operation of the Business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
The financial statements required by Item 7(a) of the Form 8-K
are not included in this Report. The Company intends to file the required
financial statements by amendment to this Report not later than 60 days after
the date of this Report.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 7(b) of
the Form 8-K is not included in this Report. The Company intends to file the
required pro forma financial information by amendment to this Report not later
than 60 days after the date of this Report.
(c) Exhibits.
Exhibit 2(b) Asset Purchase Agreement dated as of
February 19, 1998 by and among Base Ten
FlowStream, Inc., Base Ten Systems, Inc. and
Consilium, Inc.
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: March 6, 1998
BASE TEN SYSTEMS, INC.
By: THOMAS E. GARDNER
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Thomas E. Gardner
Chief Executive Officer