Contact:
William F. Hackett
Base Ten Systems, Inc.
609-586-7010 Ext. 2310
BASE TEN REACHES AGREEMENT WITH HOLDERS OF
PREFERRED SHARES AND DEBENTURE
TRENTON, N.J. January 13, 1999 - Base Ten Systems, Inc. (Nasdaq: BASEA) today
announced that it had signed a definitive agreement dated December 31, 1998 with
all holders of the Company's Series A Convertible Preferred Shares to exchange
these shares for new Series B Convertible Preferred Shares. The principal
differences between the two series of preferred stock are that with the Series B
Shares the price for converting preferred shares to common stock is fixed at
$4.00 per share of common stock instead of being based on the market price of
the common stock. Conversion features contained in the Series A Shares that
would have resulted in debt and debt service have been eliminated, and there is
no dividend payment due based on the price of Class A common stock. The Company
will, upon consummation of the exchange, issue warrants to purchase 40,000
shares of Class A Common Stock, at $3.00 per share, for each $1 million of
Series A Shares held on September 1, 1998 or thereafter converted at a
conversion price of $4.00 or more, and will modify existing warrants to purchase
40,000 shares to, among other things, decrease the exercise price from $16.25 to
$3.00.
"Fixing the conversion price and eliminating the debt and debt service
components bring the interests of the holders of the Company's preferred stock
and the common equity shareholders into alignment," commented William F.
Hackett, senior vice president and chief financial officer of Base Ten. "Through
this agreement, we believe we have structured the balance sheet more
appropriately for a Company our size. Management can now focus more of our
efforts on customer-related issues," Mr. Hackett added.*
Base Ten also announced that it received a commitment from the holder of the
Company's 9.01% Convertible Debenture in the principal amount of $10,000,000 to
convert the Debenture, upon the exchange of Series A Preferred Shares for Series
B Preferred Shares. The conversion price of the Debenture will be reduced from
$12.50 to $4.00 per share. Both transactions will be consummated upon the
effectiveness of a related filing of a registration statement on Form S-3 with
the Securities and Exchange Commission.
Base Ten shareholders approved the exchange of the Series A Preferred Shares for
Series B Preferred Shares, the issuance of the related warrants, and the lower
conversion price of the Debenture at a Special Meeting of Shareholders on
November 10, 1998.
Base Ten Systems is a leading software technology company, focused on execution
systems and services for the pharmaceutical, fine chemicals and medical products
industries. Through installation of BASE10(TM) software, the company's customers
around the world can enjoy more effective regulatory compliance, improved
manufacturing flexibility and reduced production cycle time. BASE10(TM)
execution systems are readily integrated with complementary software partners as
manufacturers consolidate their operations into global supply chain processes.
You can learn more about Base Ten Systems by visiting web site at
www.base10.com.
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* Forward Looking Statements
The foregoing contains "forward looking information" within the meaning of The
Private Securities Litigation Reform Act of 1995. Such forward looking
statements may be identified by an asterisk ("*") or by such forward looking
terminology as "may", "will", "believe", "anticipate", "expect" or similar words
or variations thereof. Such forward looking statements involve certain
significant risks and uncertainties. Important factors that the Company believes
may cause actual results to differ materially from such forward looking
statements are discussed in the "Risk Factors", "Business" and "MD&A" sections
of the Company's current S-3 registration statements and annual and quarterly
reports on file with the Securities and Exchange Commission. Additional risk
factors include the effectiveness of the software and ability of the software to
operate without "bugs" in the technology, acceptance of the release by customers
and actual rollout as a result of the release. In assessing such forward looking
statements you are urged to read carefully those reports and other filings. The
Company does not undertake to publicly update or revise its forward looking
statements even if experience or future changes indicate that any such results
or event (expressed or implied) will not be realized.
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