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UNITED STATES
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): January 18, 2002
BASE TEN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-7100 22-1804206
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) File Number) identification no.)
535 E. County Line, Suite 16
Lakewood, New Jersey 08701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 370-6895
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Item 5. Other Events
On January 18, 2002, Base Ten Systems, Inc. (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
ConvergenceHealth.com, Inc., a privately held Nevada corporation
("Convergence"), and Newco B10, Inc., a wholly owned subsidiary of the Company
(the "Merger Sub"). Convergence is a development stage company seeking to
commercialize its Personal Health Application, a proprietary data base resource
for comparing traditional with holistic and other alternative approaches to the
treatment of particular medical conditions.
To provide Convergence with working capital needed prior to the Merger,
the Company purchased 800,000 shares of its preferred stock for $200,000 upon
execution of the Merger Agreement. The acquired shares are subject to limited
put and call options if the Merger is not completed for specified reasons prior
to March 15, 2002. The Merger is subject to numerous conditions, including
shareholder approval, delivery by Convergence of its Personal Health Application
to at least one unaffiliated sponsor at fair value and completion of a
1-for-1,000 reverse split of the Company's common stock and fractional share
repurchase (the "Share Combination"). The Share Combination is intended to save
administrative costs after the Merger by reducing the Company's shareholder base
below 300, enabling it to terminate its reporting obligations as a publicly held
small business company.
If the Merger is approved by the parties' shareholders and the other
closing conditions are satisfied, the Merger Sub will merge into Convergence,
which will survive the Merger as a wholly owned subsidiary of the Company. At
the time of the Merger, the outstanding capital stock of Convergence will be
converted into the right to receive Class A common stock of the Company
representing 67.33% of its common shares to be outstanding after its repurchase
of fractional shares in the Share Combination.
The Merger is intended to implement the Company's strategy announced in
October 2000 to discontinue its remaining clinical trial software operations and
pursue revenue generating or strategic opportunities in sectors requiring less
capital resources, technological development and time to market uncertainties.
The Company's special meeting of shareholders for approval of the Merger and
related proposals will also include a vote on the pending sale of its clinical
software business. If approved, this will enable the Company to devote its
limited resources after the Merger to the operations of the acquired Convergence
subsidiary.
Item 7. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
Exhibit
Number Exhibit
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10.1 Agreement and Plan of Merger dated as of January 18,
2002 among Base Ten Systems, Inc. (the "Company"),
ConvergenceHealth.com, Inc. ("Convergence") and Newco
B10, Inc.
10.2 Stock Purchase Agreement dated as of January 18, 2002
between the Company and Convergence.
10.3 Letter Agreement dated as of January 18, 2002 between
the Company and Byron Gehring.
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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 thereunto duly authorized.
BASE TEN SYSTEMS, INC.
Date: January 23, 2002 By: /s/ Kenneth W. Riley
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Kenneth W. Riley
Chief Financial Officer
(Duly Authorized Officer)
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