As filed with the Securities and Exchange Commission on June 24, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BASE TEN SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW JERSEY 22-1804206
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE ELECTRONICS DRIVE
TRENTON, NEW JERSEY 08619
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(Address, including Zip Code, of Principal Executive Offices)
1998 STOCK OPTION AND STOCK AWARD PLAN
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(Full Title of the Plan)
THOMAS E. GARDNER
PRESIDENT, CHAIRMAN OF THE BOARD,
and CHIEF EXECUTIVE OFFICER
BASE TEN SYSTEMS, INC.
ONE ELECTRONICS DRIVE
TRENTON, NEW JERSEY 08619
(609) 586-7010
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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With a copy to:
JOSEPH LUNIN, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1)(2) Per Share(3) Offering Price Fee
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Class A Common Stock, 3,360,000(4) $0.94 $3,158,400 $878.04
$1.00 Par Value
Total Registration Fee $878.04
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(1) Does not include 1,720,000 shares of Class A Common Stock that may be
issued pursuant to the 1998 Stock Option and Stock Award Plan (the
"Plan") that were previously registered under Registration Statement
on Form S-8, filed on July 24, 1998 (No. 333-59883). Of the 1,720,000
shares previously registered, 720,000 shares may be issued pursuant to
an annual increase in the number of shares that may be offered under
the Plan, then estimated at 80,000 shares for each of the then
remaining nine years of the Plan.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also relates to an indeterminate number of
shares of Class A Common Stock that may be issued pursuant to
anti-dilution provisions contained in the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) and
Rule 457(c) based on the average high and low prices of the
Registrant's Class A Common Stock as reported on the Nasdaq National
Market on June 23, 1999.
(4) Includes 1,360,000 shares of Class A Common Stock that may be issued
pursuant to an annual increase in the number of shares that may be
offered under the Plan, estimated at 250,000 shares for each of the
remaining eight years of the Plan and reduced by 80,000 shares per year
because such shares were previously registered (see Note 1 above).
REGISTRATION STATEMENT
FOR ADDITIONAL SECURITIES
ON FORM S-8
Incorporation by Reference
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 3,440,000 shares of Class A Common Stock that may
be issued under the 1998 Stock Option and Stock Award Plan (the "Plan") as a
result of an increase in the number of shares that may be offered under the
Plan. 1,720,000 shares of Class A Common Stock that may be issued under the Plan
were previously registered under Registration Statement on Form S-8 filed on
July 24, 1998 (No. 333-59883). Registration Statement on Form S-8 filed on July
24, 1998 (No. 333-59883) is incorporated by reference herein pursuant to General
Instruction E to Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Trenton, New Jersey, on this 24th day of June, 1999.
BASE TEN SYSTEMS, INC.
THOMAS E. GARDNER WILLIAM F. HACKETT WILLIAM F. HACKETT
By:__________________ By:_____________________ By:___________________
Thomas E. Gardner William F. Hackett William F. Hackett
Chief Executive Officer Chief Financial Officer (Principal Accounting Officer
(Principal Executive Officer) and Principal Financial Officer)
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Thomas E. Gardner and William F.
Hackett, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution for him and in his name, place and stead in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming what said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
THOMAS E. GARDNER
__________________________ June 24, 1999
Thomas E. Gardner Chief Executive Officer, Chairman of
the Board, President, and Director
(Principal Executive Officer)
ALEXANDER M. ADELSON
__________________________ June 24, 1999
Alexander M. Adelson Director
__________________________ June __, 1999
David C. Batten Director
ALAN S. POOLE
__________________________ June 24, 1999
Alan S. Poole Director
JOHN C. RHINEBERGER
__________________________ June 24, 1999
John C. Rhineberger Director
ROBERT HURWITZ
__________________________ June 24, 1999
Robert Hurwitz Director
INDEX TO EXHIBITS
Exhibit No. Description
4.2 1998 Stock Option and Stock Award Plan.
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality
of the securities being registered.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).