UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 25, 2002
BASE TEN SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-7100 22-1804206
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
535 East County Line Road, Suite 16, Lakewood, New Jersey 08701
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (732) 370-6895
Not Applicable
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(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On October 25, 2002, the shareholders of Base Ten Systems, Inc. ("Base
Ten") approved all of the proposals voted upon at the special meeting of
shareholders held on such date. As a result of the approval of these proposals,
Base Ten expects to complete the sale of its Clinical Software Business to
Almedica Advanced Technology, LLC and its merger with ConvergenceHealth.com as
soon as practicable.
Base Ten announced a 1 for 1,000 stock combination of its Class A
Common Stock and Class B Common Stock effective 11:59 p.m. on November 14, 2002.
At the effective time of the share combination, every 1,000 shares of Base Ten
Class A Common Stock held by a shareholder of record will be become one share of
Class A Common Stock and every 1,000 shares of Base Ten Class B Common Stock
will become one share of Class B Common Stock. Shareholders of record will
receive cash payment in lieu of fractional shares in the amount of $0.034 for
each share outstanding prior to the stock combination. In connection with the
stock combination, Base Ten's authorized Class A Common stock will be reduced
from 27 million shares to 270,000 shares, while the authorized Class B Common
stock will be reduced from 400,000 shares to 4,000 shares. The par value of each
class of common stock will be reduced from $5.00 to $0.01 per share.
As a result of the share combination, Base Ten will have less than 100
shareholders of record. As soon as practicable after the effective time of the
stock combination, Base Ten will file a Form 15 with the Securities Exchange
Commission terminating Base Ten's registration under Section 12(g) of the
Securities and Exchange Act of 1934 and immediately suspending Base Ten's duty
to file reports under Section 13 of the Act. As a result, Base Ten's Common
Stock will no longer be publicly traded or quoted on the OTCBB, any other
quotation system, or any securities exchange.
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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 hereunto duly authorized.
BASE TEN SYSTEMS, INC.
Date: November 13, 2002 By: ______________________________
Kenneth W. Riley
Chief Financial Officer
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