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) November 13, 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 or 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 or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On November 13, 1998, Base Ten Systems, Inc. (the "Company") completed
the sale of 6,666,666 shares of the Company's Class A common stock ("Common
Stock") to Jesse L. Upchurch ("Purchaser") at a purchase price of $3.00 per
share. The Company received proceeds of approximately $18,800,000 from the
transaction. The sale was made pursuant to a Stock Purchase Agreement by and
between the Company and Purchaser dated November 12, 1998 (the "Stock Purchase
Agreement"). In connection with the sale, and pursuant to the terms of the Stock
Purchase Agreement, the Company also granted to Purchaser seven year warrants,
immediately exercisable, to purchase up to an additional 1,000,000 shares of
Common Stock at a price of $3.00 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 10(ww) Stock Purchase Agreement dated as
of November 12, 1998 by and between Base
Ten Systems, Inc. and Jesse L. Upchurch.
Exhibit 99 Press Release, dated November 13, 1998.
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.
WILLIAM F. HACKETT
Dated: November 19, 1998 By: _______________________________
William F. Hackett
Senior Vice President,
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit 10(ww) Stock Purchase Agreement dated as
of November 12, 1998 by and between Base
Ten Systems, Inc. and Jesse L. Upchurch.
Exhibit 99 Press Release, dated November 13,
1998.