Base Ten Converts Remaining Series B Preferred.Business Editors/Health & Medical Writers TRENTON, N.J.--(BW HealthWire)--Aug. 15, 2000 Base Ten Systems, Inc. (NasdaqSC:BASEA BASEA Boston Area Solar Energy Association ) Base Ten Systems, Inc. (the "Company") announced that an agreement has been reached with the holders of the Company's Convertible Preferred Shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , Series B (the "Series B Preferred Shares") which will result in the complete elimination of the Series B Preferred Shares. Under the agreement, the holders will convert 5,000 Series B Preferred Shares, with a face value of $5,000,000, at the $20 per share conversion price called for in the security. This will result in the issuance of 250,000 shares of Base Ten's Class A Common Stock to the holders of the Series B Preferred Shares. The Company will acquire the remaining 10,203.7 Series B Preferred Shares, with a face value of approximately $10.2 million, and 269,561 related warrants for cash consideration of $1,064,257. The Company's net tangible assets Net Tangible Assets Calculated as the total assets of a company, minus any intangible assets such as goodwill, patents and trademarks, less all liabilities and the par value of preferred stock. Also known as "net asset value" or "book value". will increase by approximately $17.9 million as a result of this transaction. "Eliminating the Series B Preferred Shares provides resolution to one of the major impediments IMPEDIMENTS, contracts. Legal objections to the making of a contract. Impediments which relate to the person are those of minority, want of reason, coverture, and the like; they are sometimes called disabilities. Vide Incapacity. 2. in executing our business plan," said Stephen A. Cloughley, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Base Ten. "Avoiding the massive dilution Dilution A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. Notes: Adding to the number of shares outstanding reduces the value of holdings of existing shareholders. that we would have faced upon maturity of the preferred shares in December is critical in rebuilding investor, customer, and employee confidence going forward. In addition, this transaction moves us one step closer to achieving full compliance with the Nasdaq listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. . We are appreciative of the cooperation of the Series B Preferred holders in allowing this transaction to occur." About Base Ten Base Ten Systems is a software technology development company focused on manufacturing execution and clinical supply systems and services for the pharmaceutical, chemicals and medical products industries. Through installation of Base Ten software, Base Ten's customers around the world can enjoy more cost-effective cost-effective, n the minimal expenditure of dollars, time, and other elements necessary to achieve the health care result deemed necessary and appropriate. regulatory compliance, improved manufacturing flexibility and reduced production cycle time. Base Ten solutions are readily integrated with complementary software products, as manufacturers consolidate their operations within global supply chain processes. Learn more about Base Ten Systems by visiting its web site at www.base10.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Regarding Base Ten Systems The foregoing contains "forward-looking information" within the meaning of The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements may be identified by such forward-looking terminology as "may," "will," "believe," "anticipate," "expect," or similar words or variations thereof. Such forward-looking statements involve certain significant risks and uncertainties. Important factors that Base Ten believes may cause actual results to differ materially from such forward-looking statements are discussed in the "Risk Factors," "Business" and "MD&A" sections of the company's current S-3 registration statements and annual and quarterly reports on file with the Securities and Exchange Commission. Additional risk factors include the effectiveness of software and the ability of software to operate without "bugs" in the technology and acceptance of the release by customers and actual rollout. In assessing such forward-looking statements, investors are urged to read carefully those reports and other filings. Base Ten does not undertake to publicly update or revise its forward-looking statements, even if experience or future changes indicate that any such results or event (expressed or implied) will not be realized. |
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