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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): March 12, 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 March 12, 2002, Base Ten Systems, Inc. (the "Company") entered into
an amendment to its previously announced Agreement and Plan of Merger with
ConvergenceHealth.com, Inc. ("Convergence"). Convergence is a privately held
Nevada corporation that has developed interactive web-based resources designed
to assist people make healthy lifestyle decisions informed by exposure to
alternative and preventative as well as traditional healthcare options.
The amendment increases the percentage of the Company's common stock to
be owned by the shareholders of Convergence immediately after the merger from
67.33% to 75%. This reflects an adjustment to the parties' relative valuations
to account for delays and expenses anticipated in connection with regulatory
review procedures for proxy materials to solicit approval of the Company's
shareholders for the merger and related initiatives. Because those delays will
increase the working capital requirements of Convergence pending completion of
the merger, the amendment also provides for the Company's purchase of 200,000
shares of Convergence preferred stock for $50,000, increasing the Company's
total preferred stock investment in Convergence to $250,000.
Item 7. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
Exhibit
Number Exhibit
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10.1 Amended and Restated Agreement and Plan of Merger
executed as of February 1, 2002, amending and restating
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 Amendment No. 1 dated as of March 12, 2002 to Amended
and Restated Agreement and Plan of Merger dated as of
January 18, 2002 among the Company, Convergence and
Newco B10, Inc.
10.3 Stock Purchase Agreement dated as of March 12, 2002
between the Company and Convergence.
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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: March 14, 2002 By: /s/ Kenneth W. Riley
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Kenneth W. Riley
Chief Financial Officer
(Duly Authorized Officer)
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