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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): June 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 June 18, 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 extends the outside date for completion of the merger to
August 31, 2002 and provides for an additional $40,000 investment by the Company
in Series A-3 preferred stock of Convergence to add necessary working capital
pending the closing. The additional investment increases the Company's total
preferred stock investment in Convergence to $290,000.
Item 7. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
Exhibit
Number Exhibit
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10.1 Amendment No. 1 dated as of June 18, 2002 to Amended and
Restated Agreement and Plan of Merger dated as of January 18,
2002 among the Company, Convergence and Newco B10, Inc.
10.2 Stock Purchase Agreement dated as of June 18, 2002 between the
Company and Convergence.
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: June 20, 2002 By: /s/ Kenneth W. Riley
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Kenneth W. Riley
Chief Financial Officer
(Duly Authorized Officer)
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