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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended March 31, 2001 Commission File No. 0-7100
BASE TEN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1804206
(State of incorporation) (I.R.S. Employer
Identification No.)
528 Primrose Court
Belle Mead, N.J. 08502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 359-1867
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES /x/ NO /_/
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date.
Title of Class Outstanding at May 1, 2001
Class A Common Stock, $5.00 par value 5,338,812
Class B Common Stock, $5.00 par value 12,623
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Base Ten Systems, Inc.
And Subsidiaries
Index
Part I. Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheet - March 31, 2001 (unaudited)........................................ 1
Consolidated Statements of Operations - Three months ended March 31, 2001
and 2000 (unaudited)......................................................................... 2
Consolidated Statement of Common Stock and Other Shareholders' Equity -
Three months ended March 31, 2001 (unaudited)................................................ 3
Consolidated Statements of Cash Flows - Three months ended March 31, 2001
and 2000 (unaudited)......................................................................... 4
Notes to Consolidated Financial Statements..................................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................................ 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................ 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K...................................................... 12
Base Ten Systems, Inc. and Subsidiaries
Consolidated Balance Sheet
(unaudited)
(dollars in thousands, except par value)
Assets
March 31,
2001
------------
Current Assets:
Cash and cash equivalents....................................... $ 1,780
Other current assets............................................. 318
Current assets of discontinued operations........................ 75
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Total Current Assets........................................ 2,173
Equipment, net...................................................... 5
Other assets........................................................ 10
Non current assets of discontinued operations....................... --
------------
Total Assets $ 2,188
============
Liabilities, Common Stock and Other Shareholders' Equity
Current Liabilities:
Accounts payable................................................. $ 32
Accrued expenses................................................. 464
------------
Total Current Liabilities................................... 496
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Commitments and Contingencies
Redeemable Convertible Preferred Stock:
Series B Preferred Stock, $1.00 par value, 994,201 shares
authorized, 0 shares issued and outstanding................... --
Common Stock and Other Shareholders' Equity (Deficit):
Class A Common Stock, $5.00 par value, 27,000,000 shares
authorized; 5,358,812 shares issued and 5,338,812 outstanding. 26,794
Class B Common Stock, $5.00 par value, 400,000 shares authorized;
issued and outstanding 12,623 shares.......................... 63
Additional paid-in capital....................................... 68,481
Accumulated deficit.............................................. (93,406)
------------
1,932
Accumulated other comprehensive gain............................. 41
Treasury Stock, 20,000 Class A Common Shares, at cost............ (281)
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Total Common Stock and Other Shareholders' Equity........... 1,692
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Total Liabilities, Common Stock and Other Shareholders' Equity $ 2,188
============
See Notes to the Consolidated Financial Statements
1
Base Ten Systems, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
(dollars in thousands, except per share data)
Three Months Ended
March 31, 2001 March 31, 2000
--------------------------------
General and administrative expenses.......................... $ (180) $ (746)
Other income (expense), net.................................. 75 (280)
-------------------------------
Net loss from continuing operations.......................... (105) (1,026)
Discontinued operations:
Loss from discontinued operations............................ -- (1,578)
-------------------------------
Net loss from discontinued operations........................ -- (1,578)
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Net loss..................................................... (105) (2,604)
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Basic and diluted net loss per share:
Continuing operations.................................. $ (0.02) $ (0.20)
Discontinued operations................................ -- (0.31)
-------------------------------
Net loss per share........................................... $ (0.02) $ (0.51)
===============================
Weighted average common shares outstanding - basic
and diluted......................................... 5,351,000 5,118,000
-------------------------------
See Notes to the Consolidated Financial Statements
2
Base Ten Systems, Inc. and Subsidiaries
Consolidated Statement of Common Stock and Other Shareholders' Equity
(unaudited)
(dollars in thousands)
Total Common
Accumulated Stock and
Class A Class B Additional Other Other
Common Stock Common Stock Paid-In Accumulated Comprehensive Treasury Stock Shareholders'
Shares Amount Shares Amount Capital Deficit Loss Shares Amount Equity
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at 5,358,812 $26,794 12,623 $ 63 $ 68,481 $(93,301) $ 34 (20,000) $(281) $ 1,790
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December 31, 2000
Comprehensive
Income (Loss):
Net loss -- -- -- -- -- (105) -- -- -- (105)
Unrealized loss on
securities
available
for sale -- -- -- -- -- -- 7 -- -- 7
---------------------------------------------------------------------------------------------------------------
Total Comprehensive
Income (Loss) -- -- -- -- -- (105) 7 -- -- (98)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at 5,358,812 $26,794 12,623 $ 63 $ 68,481 $(93,406) $ 41 (20,000) $(281) $ 1,692
March 31, 2001
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See Notes to the Consolidated Financial Statements
3
Base Ten Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
(dollars in thousands)
Three Months Three Months
Ended Ended
March 31, 2001 March 31, 2000
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Cash Flows from Operating Activities:
Net loss............................................. $ (105) $ (2,604)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities:
Net loss from discontinued operations................ -- 1,578
Depreciation and amortization........................ 4 573
Deferred gain on sale of building.................... -- (5)
Unrealized gain on investments....................... 7 --
Loss on disposition of assets........................ 34 --
Changes in operating assets and liabilities:
Accounts receivable.................................. -- (232)
Other current assets................................. 44 (41)
Other assets......................................... -- 25
Accounts payable, accrued expenses and deferred revenue (508) 432
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Net Cash Used in Operating Activities......................... (524) (274)
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Cash Flows from Investing Activities:
Additions to property, plant and equipment........... -- (21)
Acquisition of Almedica, net of cash required........ -- 163
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Net Cash Provided by (Used in) Investing Activities........... -- 142
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Cash Flows from Financing Activities:
Repayment of amounts borrowed........................ -- (33)
Proceeds from issuance of common stock............... -- 4
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Net Cash (Used in) provided by Financing Activities........... -- (29)
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Cash Flows from Discontinued Operations:
Net cash used in operating activities................ -- (1,578)
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Net Cash used in Discontinued Operations...................... -- (1,578)
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Effect of Exchange Rate Changes on Cash....................... -- (7)
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Net (Decrease)/Increase In Cash............................... (524) (1,746)
Cash, beginning of period..................................... 2,304 5,843
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Cash, end of period........................................... $ 1,780 $ 4,097
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Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest............. $ -- $ 121
See Notes to the Consolidated Financial Statements
4
Base Ten Systems, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2001
(Unaudited)
A. Basis of Presentation and Liquidity
The financial statements of Base Ten Systems, Inc. and Subsidiaries (the
"Company" or "Base Ten") have been prepared on the basis that its current
operations are limited to administrative matters pending implementation of
its strategy for redirection of its business within the electronics or
other technology sectors. The Company has incurred significant operating
losses and negative cash flows in recent years. In October 2000, Base Ten
announced its decision to dispose of its remaining software operations and
pursue alternative revenue generating or strategic opportunities. As
described in Note G below, the Company has entered into an agreement to
sell its clinical trials management software. The assets and liabilities
associated with the Company's software operations have been adjusted to
reflect their net realizable value upon disposition.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The consolidated interim
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000. The results of operations
for the three months ended March 31, 2001 are not necessarily indicative of
the operating results for the full year. In management's opinion, all
adjustments necessary for a fair presentation of the Company's financial
position and operating results are reflected in the accompanying
statements.
Certain reclassifications reflecting discontinued operations have been made
to prior period financial statements to conform to the current period
presentation.
B. Description of Business
Base Ten was founded in 1966 and became publicly traded in 1968.
Historically, the Company focused on designing and producing safety
critical products for defense and space programs through its Government
Technology Division ("GTD"). In response to declines in defense spending
during the early 1990s, Base Ten sought to apply its know how in safety
critical technology to develop commercial lines of business. The Company
ultimately established separate divisions for its government technology
("GTD") and medical technology ("MTD") operations to address distinct
challenges in those sectors. In 1997, the GTD was sold to Strategic
Technology Systems, Inc. ("STS") in 1997.
In October 2000, the Company entered into an Asset Purchase Agreement with
ABB Automation, Inc. under which certain assets and liabilities of the
Company's manufacturing execution software business ("MES") were sold for
$2.0 million. Also in October 2000, the Company announced its intention to
dispose of the clinical software business ("Clinical Software") and, in
March 2001, entered into an agreement for the sale of the Clinical Software
business to Almedica Advanced Technology LLC ("AAT"), a subsidiary of
Almedica International, Inc. ("Almedica"). See Notes D and G below..
The Company owns a minority interest in uPACs LLC ("uPACs"), which
developed an ultrasound archiving communications system to digitize, record
and store images on CD-ROM media as an alternative to film and video
storage. uPACs ceased operations in the first quarter of 2000, and the
accompanying financial statements reflect no value for the investment.
C. Summary of Significant Accounting Policies
Risks and Uncertainties - The Company has operated for several years in the
software industry, which is highly competitive and rapidly changing. The
Company incurred significant losses from these operations and has
determined to redirect its business pursue alternative revenue generating
or strategic opportunities in the electronics or other technology sectors.
The redirected business will be subject to all of the risks inherent in a
technology business, including claims by current and former customers for
contractual or other unfulfilled commitments, potential for significant
technological changes in the industry or in customer requirements, ability
to attract and retain qualified employees, dependence on key personnel,
limited senior management resources, protection of intellectual property
rights and potentially long sales and implementation cycles.
5
Reliance on Estimates - The preparation of financial statements in
accordance with generally accepted accounting standards requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Significant estimates include
the value of its investments in AAT and uPACs, reserves for claims by
customers and vendors for contractual or other unfulfilled commitments,
deferred tax asset valuation reserves and the value of assets and
liabilities to be disposed of, all of which could differ from actual
values.
D. Acquisitions
Almedica Technology Group Acquisition and Disposition - On June 11, 1999,
the Company acquired all of the outstanding stock of Almedica Technology
Group Inc., a wholly-owned subsidiary engaged in developing and
distributing clinical studies software for the pharmaceutical industry. The
stock of the subsidiary was acquired in exchange for 3,950,000 shares of
the Company's Class A common stock (790,000 shares after adjustment for a
reverse stock split in September 1999). At the time of the purchase, the
Class A common stock traded for $0.90625 per share ($4.53125 after
adjustment for the reverse stock split).The acquisition was accounted for
under the purchase method of accounting. The purchase price was allocated
to the assets acquired from Almedica (the "Clinical Assets") based on their
estimated fair values. Management estimated the value of certain intangible
assets to be $4.1 million as of the purchase date.
In October 2000, Base Ten announced its decision to dispose of its Clinical
Software business, including the Clinical Assets. In March 2001, the
Company entered into an agreement with Almedica and AAT to contribute the
Clinical Software assets to AAT in exchange for $75,000 and a 20% ownership
interest in AAT. The Clinical Software assets are reflected in the
accompanying financial statements at their estimated net realizable value
of $75,000, with no value attributed to the interest in ATT to be received
by Base Ten in the transaction. The sale of the Clinical Software assets is
subject to approval by the Company's shareholders at the forthcoming annual
meeting of shareholders.
E. Redeemable Convertible Preferred Stock
In July 2000, the holders of the Company's Series B preferred stock
converted 5,000 of their shares into 250,000 shares of Class A common
stock. The Company also repurchased their remaining shares of Series B
preferred stock and 269,560 Class A common stock purchase warrants for
approximately $1.1 million. As a result of these transactions, the Series B
preferred stock was eliminated, the Shareholders' Equity section of the
Company's balance sheet increased by approximately $17.9 million and a gain
of $11.7 million was recorded on the repurchase of the Series B preferred
stock.
F. Net Income (Loss) Per Share
The Company calculates earnings per share in accordance with the provisions
of Statement of Financial Accounting Standard No. 128, "Earnings Per Share"
("FAS 128"). FAS 128 requires the Company to present Basic Earnings Per
Share, which excludes dilution, and Diluted Earnings Per Share, which
includes potential dilution. The following table sets forth a
reconciliation of the numerators and denominators used to calculate income
(loss) per share in the Consolidated Statements of Operations.
6
(dollars in thousands, except per share data)
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Three Months Ended
March 31, 2001 March 31, 2000
- --------------------------------------------------------------------------------
Loss per common share-basic:
Net loss from continuing operations $ (105) $ (1,026)
Net loss from discontinued operations -- $ (1,578)
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Net loss to common shareholders (numerator)
$ (105) $ (2,604)
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Weighted average shares - basic (denominator) 5,351,000 5,118,000
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Net loss per common share-basic $ (0.02) $ (0.51)
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Loss per common share - diluted:
Net loss from continuing operations $ (105) $ (1,026)
Net loss from discontinued operations -- $ (1,578)
- --------------------------------------------------------------------------------
Net loss to common shareholders (numerator)
$ (105) $ (2,604)
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Weighted average shares 5,351,000 5,118,000
Effect of dilutive options / warrants -- --
- --------------------------------------------------------------------------------
Weighted average shares-fully diluted 5,351,000 5,118,000
(denominator)
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Net loss per common share-diluted $ (0.02) $ (0.51)
- --------------------------------------------------------------------------------
Stock options, warrants and rights would have an anti-dilutive effect on
earnings per share for the periods ended March 31, 2001 and 2000 and,
therefore, were not included in the calculation of diluted earnings per
share.
G. Discontinued Operations
Sale of MES Software to ABB
On October 10, 2000, the Company entered into an Asset Purchase Agreement
with ABB Automation Inc. ("ABB"). Under the terms of the Agreement, ABB
purchased the assets relating to the Company's MES business for $2.0
million. Assets transferred to ABB as part of the transaction included
patents, copyrights, trademarks and tradenames, data, contracts, accounts
receivable, employees, equipment and software deployed in the Company's MES
business.
Sale of Base Ten Systems NV to Kris Adriaenssens
The Company entered into an agreement, effective on November 1, 2000, with
Kris Adriaenssens, a consultant to Base Ten, under which Mr. Adriaenssens
received 100% of the shares of Base Ten Systems NV, the Company's Belgian
subsidiary, in exchange for consulting services. At the time of the
transaction, the subsidiary had no operations or employees. The assets of
the subsidiary at the sale date consisted primarily of office equipment and
automobiles, and its liabilities primarily included leases of office space,
equipment and automobiles.
Sale of Clinical Software to Almedica Advanced Technology LLC
In March 2001, Base Ten signed an agreement, subject to shareholder
approval, to sell its Clinical Software business to AAT. See Note D above.
The following table presents the results of operations for it's the
Company's discontinued product lines for the three months ended March 31,
2001 and 2000:
7
(dollars in thousands, except per share data)
Three months Three months
ended March 31, ended March 31,
2001 2000
-----------------------------------
License and related revenue.............. $ -- $ 122
Services and related revenue............. -- 849
-----------------------------------
-- 971
-----------------------------------
Cost of revenues......................... -- 1,134
Research and development................. -- 530
Selling and marketing.................... -- 658
General and administrative............... -- 418
Other (income) expense................... -- (191)
-----------------------------------
-- 2,549
-----------------------------------
Loss from discontinued operations........ -- (1,578)
-----------------------------------
H. Income Taxes
The Company has net operating loss carryforwards for federal income tax
purposes of approximately $77 million which expire in the years 2005
through 2020. A 100% valuation allowance has been provided against this
deferred tax asset. There is no provision for deferred or current income
taxes for the three months ended March 31, 2001 and 2000.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
Base Ten was engaged for its first quarter century in development and
manufacturing of safety critical software components for defense and aerospace
markets. In response to declines in defense spending during the early 1990s, the
Company sought ways to apply its safety critical know how to commercial
applications for healthcare and other regulated industries. The Company
ultimately established divisions for its government technology ("GTD") and
medical technology ("MTD") operations to address distinct challenges in those
sectors. MTD operations were initially focused on development of pharmaceutical
manufacturing execution systems ("MES") designed to address increasing cost
containment and compliance pressures in that sector. Base Ten later identified
the clinical trials market as an additional opportunity to apply its core
technology, ultimately developing clinical trials management software ("Clinical
Software") designed to support supplies management and compliance with
traceability requirements.
In 1997, the Company opted to concentrate on its MTD products both
though internal development and acquisitions. At year end, as part of this
strategy, Base Ten completed the sale of its GTD assets and a related management
restructuring. During the last three years, substantial resources were marshaled
in MTD operations to refine, expand and deploy the Company's commercial software
offerings.
Despite the perceived potential for its MES offerings, Base Ten
encountered unanticipated difficulties integrating its MES software with the
wide variety of legacy computer systems deployed in pharmaceutical manufacturing
facilities. Its inability to overcome these obstacles by standardizing its MES
products and providing migration paths resulted in project termination by a
major customer during the first quarter of 2000. Although Base Ten reallocated
resources to other projects requiring less substantial customization, it
continued to encounter problems in MES integration with customer legacy systems.
Base Ten also encountered various technological and marketing
difficulties in the introduction of its Clinical Software offerings, including
two partially developed software suites acquired from Almedica International,
Inc. ("Almedica") in June 1999. Neither the internally developed nor acquired
offerings generated adequate sales to cover associated development and marketing
expenses. As a result, the Company's operating losses aggregated $48.5 million
during the last three years. In view of these limitations, the Company
anticipates that the Clinical Software business, if retained, would continue to
operate at a loss.
Redirection of Business
In response to Base Ten's limited financial, technical and marketing
resources available to commercialize its Clinical Software products, the Company
announced its decision in October 2000 to discontinue MES operations and pursue
revenue generating or strategic opportunities in sectors requiring less capital
resources, technological development and time to market uncertainties. Areas of
opportunity could include electronic component subcontracting or other markets
currently under served where demand can be expected to exceed supply during the
foreseeable future. While the Company also believes its realigned board of
directors and senior management team brings the skills and experience to
implement its business redirection, successful execution of that strategy will
ultimately depend not only on factors within its control, including technical
competence, high quality workmanship and timely delivery at reasonable prices,
but also on general economic conditions, availability of skilled technicians and
other factors partially or entirely beyond its control.
As part of its business redirection, the Company sold its MES assets
for $2 million in October 2000. The purchaser also agreed to employ members of
the MES staff and assume the Company's unsatisfied commitments under MES related
license agreements. Base Ten has further reduced its work force through a staff
reduction plan and attrition. The Company has also sold or closed its operations
in Trenton and Parsippany, New Jersey, California, England and Belgium,
resulting in the elimination of annual rent obligations aggregating
approximately $830,000. In addition, during March 2001, Base Ten entered into an
agreement with Almedica and its wholly owned limited liability company
("Almedica LLC") to contribute the Clinical Software assets to Almedica LLC in
exchange for $75,000 and a 20% ownership interest in Almedica LLC. The sale of
the Clinical Software assets is subject to approval by the Company's
shareholders at the forthcoming annual meeting of shareholders.
9
Results of Continuing Operations
General. In view of the Company's determination in the fourth quarter
of 2000 to dispose of its MES and Clinical Software businesses and pursue other
revenue generating or strategic opportunities, its consolidated financial
statements included in this Report account separately for continuing operations
comprised of general overhead, rent and other infrastructure costs not
attributable to discontinued operations.
Three Months Ended March 31, 2001 and 2000. The Company incurred losses
from continuing operations aggregating $105,000 in the first quarter of 2001 and
$1,026,000 in the corresponding quarter of 2000. The losses were primarily from
general and administrative expenses allocable to continuing operations, which
decreased to $180,000 in the first quarter of 2001 from $746,000 in the same
quarter last year. The decrease resulted from reductions of $217,000 in outside
professional services, $170,000 in office expenses and $150,000 in personnel and
related costs. Results of continuing operations also reflect other income of
$75,000 in the first quarter of 2001 versus $280,000 of other expenses in the
prior period primarily from foreign exchange losses and interest on capital
leases.
Results of Discontinued Operations
General. The consolidated financial statements of the Company included
in this Report account for its MTD business as discontinued operations in view
of the sales of its MES and Clinical Software assets. Accordingly, all items of
income and expense attributable to the software operations for all periods
presented in the consolidated financial statements are aggregated and identified
on a net basis as gain or loss from discontinued operations. Individual items of
income and expense from discontinued operations are set forth in Note G to the
consolidated financial statements accompanying this Report.
Three Months Ended March 31, 2001 and 2000. The Company ceased all
revenue generating operations at the end of 2000. Accordingly, it recognized no
gain or loss from discontinued operations for the three months ended March 31,
2001. During the quarter ended March 31, 2000, the Company incurred a loss from
discontinued operations of $1,578,000. The loss in the first quarter of 2000 was
comprised of (1) $1,134,000 in costs of revenues, (2) research and development
costs of $530,000, (3) sales and marketing expenses of $658,000 and (4) general
and administrative charges of $418,000. These expenses were partially offset by
revenue of $970,000 and other income of $191,000.
Liquidity and Capital Resources
General. The financial statements of the Company have been prepared on
the basis that its current operations will be discontinued. The Company has
incurred significant operating losses and negative cash flows in recent years.
In view of the Company's determination to dispose of its Clinical Software
business and pursue revenue generating or strategic opportunities, its
consolidated financial statements included in this Report account for the assets
and liabilities associated with its software operations based on their net
realizable value upon disposition. The expected value for the Company's Clinical
Software business reflect the terms of its agreement with Almedica. There can be
no assurance that, in the event of liquidation, the Company would realize the
recorded value for all of its assets.
Liquidity. The Company's working capital increased from $1,675,000 at
December 31, 2000 to $1,679,000 at March 31, 2001. As part of the planned
redirection of its business, Base Ten entered into agreements during the first
quarter of 2001 for the termination of lease obligations for offices and
facilities in New Jersey and Belgium.
Capital Resources. In July 2000, holders of the 5,000 shares of the
Company's Series B preferred stock converted their shares into 250,000 shares of
Class A common stock. In addition, the Company purchased the remaining shares of
Series B Preferred Stock, as well as 269,560 warrants to purchase Class A Common
Stock, for approximately $1.1 million. As a result of these transactions, the
Series B preferred stock was eliminated, and the shareholders' equity section of
the Company's balance sheet increased by approximately $17.9 million.
10
In December 2000, the Company's Class A common stock was delisted from
the Nasdaq SmallCap Market for failure to meet its $1.00 minimum bid
requirement. In addition to reduced liquidity in the outstanding common stock
and related risks to Base Ten's shareholders, the Company's ability to finance
the planned redirection of its business through equity transactions could be
substantially impaired.
Forward Looking Statements
This Report includes forward looking statements within the meaning of
Section 21E of the Securities Exchange Act relating to the Company's prospects,
plans and objectives. Those statements are generally prefaced by words like
"believe," "plan," "expect" or "anticipate." All forward looking statements
involve various degrees of risk and uncertainty. Factors that may cause actual
and anticipated results to differ materially include the risks that (1) the
Company's planned redirection of its business may fail to reverse its history of
losses; (2) general economic or business conditions may be less favorable than
expected; (3) conditions in the financial markets may prevent the Company from
raising the capital needed to execute its business plan for contract
manufacturing operations; and (4) other factors mentioned elsewhere in this
Report may adversely affect the Company's financial performance and the market
value of its common stock.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
Part II. Other Information
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number: Exhibit
------- -------
3 Amended and Restated By-Laws of the Company (as of April 9, 2001)
(b) Reports on Form 8-K: None
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 15, 2001
Base Ten Systems, Inc.
(Registrant)
By: Edward J. Klinsport
-------------------------------------
Edward J. Klinsport
President and Chief Executive Officer
(Principal Executive Officer)
By: Kenneth W. Riley
-------------------------------------
Kenneth W. Riley
Chief Financial Officer
(Principal Financial Officer)
12