-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PzLcukK77l2fwcjQwaDowXXtCBFgOsh2BpIB7HPbAJWF0FnDcn4nJSyac7r/RBI4 PKTyPebtQtTZPEoXlyi0MQ== 0000927796-98-000116.txt : 19980506 0000927796-98-000116.hdr.sgml : 19980506 ACCESSION NUMBER: 0000927796-98-000116 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980219 ITEM INFORMATION: FILED AS OF DATE: 19980505 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BASE TEN SYSTEMS INC CENTRAL INDEX KEY: 0000010242 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 221804206 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-07100 FILM NUMBER: 98610902 BUSINESS ADDRESS: STREET 1: ONE ELECTRONICS DR CITY: TRENTON STATE: NJ ZIP: 08619 BUSINESS PHONE: 6095867010 MAIL ADDRESS: STREET 1: ONE ELECTRONICS DR CITY: TRENTON STATE: NJ ZIP: 08619 8-K/A 1 AMENDMENT TO CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K/A Amendment No. 1 AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 19, 1998 ------------------------ Base Ten Systems, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New Jersey 0-7100 22-1804206 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer Of Incorporation) File Number) Identification No.) One Electronics Drive, Trenton, New Jersey 08619 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (609)586-7010 ----------------------- Inapplicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) EXPLANATORY NOTE The undersigned Registrant hereby amends Item 7 of its Current Report on Form 8-K filed on March 6, 1998. Item 7. Financial Statements, Pro Forma Information and Exhibits (a) The financial statements required by Item 7(a) of the Form 8-K are not included in this Report because they are not currently available to the Registrant. The Registrant cannot be certain that financial statements will be required because the assets purchased by the Registrant were not separately historically reported in divisional or sectional financial statements of the seller. An audit is to be conducted to confirm the seller's internal revenue and cost allocations as to the specific assets purchased by the Registrant. The seller has not made available to the Company notes relating to the seller's allocation of revenue and costs to the assets purchased. If, upon further examination, the Registrant determines that the assets purchased by the Registrant require a change in the classification of the transaction previously reported as an "Item 2" event to the classification of the transaction as an "Item 5" event, the Registrant will proceed to amend this Report accordingly. (b) The pro forma financial statements that are required by Item 7(b) of the Form 8-K are included in this Report. (c) Inapplicable. Base Ten Systems, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) On February 19, 1998 the Company purchased certain tangible and intangible assets and assumed certain liabilities of Consilium, Inc. (the "Seller"). All of the assets and liabilities in the purchase transaction relate to the Flowstream product line. The transaction was accounted for as a business purchase. The accompanying pro forma condensed consolidated balance sheet has been prepared as if the purchase was consummated on October 31, 1997. The accompanying pro forma condensed consolidated statement of operations for the year ended October 31, 1997 has been prepared as if the purchase was consummated at the beginning of fiscal 1997. The pro forma condensed consolidated statement of operations does not include the effect of any nonrecurring charges directly attributable to the purchase. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the consolidated operating results or consolidated financial position that would have been reported had the purchase occurred on the date indicated, nor is it necessarily indicative of future operating results or financial position.
BASE TEN SYSTEMS, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (In thousands, unaudited) As of October 31, 1997 Historical Pro Forma Pro Forma Base Ten Adjustments Base Ten ---------- ----------- ----------- Assets: Current Assets: Cash 1,502 (1,350)(a) 152 Accounts Receivable 1,808 -- 1,808 Inventories 478 -- 478 Net assets held for sale 5,338 -- 5,338 Other current assets 566 -- 566 --------- ----------- ----------- Total Current Assets 9,692 (1,350) 8,342 Property, Plant and Equipment 4,305 500 (b) 4,805 Other Assets 7,220 2,450 (c) 9,670 --------- ----------- ----------- Total Assets 21,217 1,600 22,817 ========= =========== =========== Liabilities and Shareholders' Equity (Deficiency) Current Liabilities: Accounts Payable 962 -- 962 Accrued Expenses 6,005 1,600 (d) 7,605 Current portion of capital lease obligation 54 -- 54 --------- ----------- ----------- Total current liabilities 7,021 1,600 8,621 --------- ----------- ----------- Long-term liabilities: Long-term debt 15,500 -- 15,500 Capital lease obligation 3,425 -- 3,425 Other long-term liabilities 253 -- 253 --------- ----------- ----------- 19,178 -- 19,178 --------- ----------- ----------- Total Shareholders' Equity (Deficiency) (4,982) -- (4,982) --------- ----------- ----------- Total Liabilities and Shareholders' Equity (Deficiency) 21,217 1,600 22,817 ========= =========== ===========
BASE TEN SYSTEMS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data; unaudited) For the year ended October 31, 1997 Historical Pro Forma Pro Forma Base Ten Adjustments Base Ten ---------- ----------- ----------- Revenues: Sales 2,512 5,179 (e) 7,691 Other 148 -- 148 --------- ----------- ----------- Total Revenues 2,660 5,179 7,839 Costs and expense: Costs of Sales 3,436 4,063 (e) 7,499 Amortization of software development costs and intangibles 2,951 590 (f) 3,541 Research and development 147 2,409 (e) 2,556 Selling, general and administrative 10,479 4,309 (e) 14,788 Interest 1,627 8 (e) 1,635 --------- ----------- ----------- 18,640 11,379 30,019 --------- ----------- ----------- Loss from Continuing Operations before Income Tax Benefit (15,980) (6,200) (22,180) Income Tax Benefit -- -- -- --------- ----------- ----------- Net Loss From Continuing Operations (15,980) (6,200) (22,180) --------- ----------- ----------- Net Loss per Share from Continuing Operations (2.03) (0.79) (2.81) ========= =========== =========== Wtd Average Common Shares Outstanding 7,895 7,895 7,895 --------- ----------- -----------
Base Ten Systems, Inc. Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation The unaudited pro forma condensed consolidated financial statements included herein have been prepared by the Company. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, however, the Company believes that the disclosures are adequate to make the information presented not misleading. These pro forma consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's annual report for the year ended October 31, 1997. Note 2. Pro Forma Adjustments Certain pro forma adjustments have been made to the accompanying pro forma condensed consolidated balance sheet and statement of operations as described below: (a) Entry to record cash paid at the time of the purchase, assuming the purchase had occurred as of October 31, 1997 (b) Entry to reflect the purchase of fixed assets from the seller. (c) Entry to reflect the purchase of intangibles from the seller. The intangibles purchased were comprised of technology, development, customer list, and goodwill. These intangibles will be amortized over a five year period. (d) Entry to reflect liabilities incurred or assumed at the time of the purchase from seller. (e) All revenue and expense items are reflected as provided by Seller. Revenue and expenses associated with the purchased Flowstream product line were not accounted for by the Seller as a separate division or segment. Accordingly, the final determination of the revenues and expenses related to the assets acquired may be adjusted based upon the final audited results of the revenues and expenses. (f) Entry to account for amortization of intangibles and fixed assets purchased by Company. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 5, 1998 BASE TEN SYSTEMS, INC. THOMAS E. GARDNER By: ________________________ Thomas E. Gardner President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----