SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) June 11, 1999
-------------
Base Ten Systems, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New Jersey 0-7100 22-1804206
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
One Electronics Drive, Trenton, New Jersey 08619
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 586-7010
-------------------
Inapplicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
- ---------------------
On June 11, 1999, Base Ten Systems, Inc. (the "Company"),
Ex-BTS Clinical, Inc., a wholly-owned subsidiary of the Company ("BTSC"),
Almedica International Inc. ("Almedica") and Almedica Technology Group Inc., a
wholly-owned subsidiary of Almedica ("ATG") entered into an Agreement and Plan
of Merger (the "Agreement"). Pursuant to the Agreement, the Company acquired ATG
by the merger of BTSC with and into ATG (the "Merger") and ATG changed its name
to BTS Clinical, Inc.
In the Merger, the Company issued 3,950,000 shares of its
Class A Common Stock to Almedica, which shares have not been registered under
the Securities Act of 1933, as amended. The Company and Almedica entered into a
Registration Rights Agreement pursuant to which the Company would register the
shares issued to Almedica in the Merger in certain circumstances.
Clark L. Bullock, chairman of Almedica and former chairman of
ATG, became a director of Base Ten upon consummation of the Merger. The Company
entered into an Employment Agreement and a Change in Control Agreement with
Robert J. Bronstein, former president of ATG. Mr. Bronstein will serve as
president of the Base Ten Applications Software Division.
In connection with the Merger, the Company and Almedica
entered into a Program License Agreement pursuant to which the Company licensed
certain software to Almedica.
Almedica agreed not to compete, directly or indirectly, in
North America in the business conducted by ATG at the time of the Merger until
the fifth anniversary of the Agreement. The Company and Almedica each agreed to
indemnify the other party for the breach of certain representations, warranties,
covenants, agreements or obligations made by such party in the Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ----------------------------------------------------------------------------
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit 2(c) Agreement and Plan of Merger dated as
of June 11, 1999 by and among Base Ten
Systems, Inc., Ex-BTS Clinical, Inc.,
Almedica International Inc. and Almedica
Technology Group Inc.
Exhibit 10(iii) Registration Rights Agreement dated
as of June 11, 1999 by and between Base Ten
Systems, Inc. and Almedica International
Inc.
Exhibit 10(jjj) Employment Agreement dated June 11,
1999 by and between Base Ten Systems, Inc.
and Robert J. Bronstein.
Exhibit 10(kkk) Change in Control Agreement dated
June 11, 1999 by and between Base Ten
Systems, Inc. and Robert J. Bronstein.
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.
THOMAS E. GARDNER
Date: June 16, 1999 By: ___________________________
Thomas E. Gardner
Chairman, President and
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
---------- -----------
Exhibit 2(c) Agreement and Plan of Merger dated as
of June 11, 1999 by and among Base Ten
Systems, Inc., Ex-BTS Clinical, Inc.,
Almedica International Inc. and Almedica
Technology Group Inc.
Exhibit 10(iii) Registration Rights Agreement dated
as of June 11, 1999 by and between Base Ten
Systems, Inc. and Almedica International
Inc.
Exhibit 10(jjj) Employment Agreement dated June 11,
1999 by and between Base Ten Systems, Inc.
and Robert J. Bronstein.
Exhibit 10(kkk) Change in Control Agreement dated
June 11, 1999 by and between Base Ten
Systems, Inc. and Robert J. Bronstein.