content: <PAGE>
   
  ================================================================================
  
  
                                   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):  FEBRUARY 19, 1998
  
  
                                __________________
  
  
                                  CONSILIUM, INC.
              (Exact name of registrant as specified in its charter)
  
  
            DELAWARE                        0-17754               94-2523965
  (State or other jurisdiction of    (Commission File Number)  (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
  485 CLYDE AVENUE, MOUNTAIN VIEW, CA                                 94043 
  (Address of principal executive offices)                          (Zip Code)
  
  
        Registrant's telephone number, including area code:  (650) 691-6100
  
  
    (Former name, former address and former fiscal year, if changed since last 
                                      report)
  
  
  ================================================================================
  
  This report consists of 7 pages.
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       (a)  Consilium, Inc. (the "Registrant") sold its Healthcare Products and
  Process Industries Group that focused on the FlowStream product line (the
  "Healthcare Group"), pursuant to an Asset Purchase Agreement dated February 19,
  1998 (the "Asset Purchase Agreement") by and among Base Ten FlowStream, Inc.
  (the "Buyer"), Base Ten Systems, Inc. (the "Parent" and together with the Buyer,
  "Base Ten") and the Registrant, for consideration consisting of $1,500,000 in
  cash ($1,350,000 of which was paid on February 19, 1998 (the "Closing Date") and
  $150,000 of which is subject to certain indemnification provisions pursuant to
  the Asset Purchase Agreement and shall be paid within ninety days after the
  Closing Date), 20% of all annual revenues in excess of $3,200,000 recognized by
  Base Ten from the licensing of the Registrant's FlowStream product line during
  the 1998 and 1999 calendar years, and assumption by Base Ten of substantially
  all of the Healthcare Group's liabilities on a going-forward basis, with some
  specific obligations being retained by the Registrant (the "Sale"). Pursuant to
  the Asset Purchase Agreement, the Registrant agreed not to compete in the
  business of developing, producing, manufacturing and selling manufacturing
  execution systems under the trademarks of "FlowStream" for healthcare products
  (pharmaceutical, medical device and biotechnology) and chemical industries (the
  "FlowStream Business") for three years, and Base Ten assumed certain liabilities
  as of the acquisition date, purchased fixed assets with a net book value of
  approximately $500,000 and the Registrant's rights under certain contracts with
  customers and other third parties relating to the FlowStream product line,
  except certain patents used by both the Healthcare Group and the Semiconductor
  and Electronics Business Group. With regards to these patents, the Registrant
  granted to Base Ten a worldwide royalty-free, non-transferable (except with
  substantially all of the assets of the FlowStream Business) license, for the
  lives of the patents, without the rights to sublicense, to the exclusive use of
  such patents in the FlowStream Business. Also pursuant to the Asset Purchase
  Agreement, the Registrant agreed to indemnify Base Ten, within certain
  limitations, for breach of certain representations, warranties, covenants,
  agreements or obligations made by the Registrant therein.
  
       Prior to the Sale, no material relationship existed between the principal
  stockholders of Base Ten and the Registrant, any affiliates of the Registrant,
  any director or officer of the Registrant, or any associate of any such director
  or officer.
  
       (b)  Not applicable.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (a)  Not applicable.
  
       (b)  The pro forma financial statements that are required pursuant to
  Article 11 of Registration S-X are attached hereto.
  
       (c)  A copy of the Asset Purchase Agreement is attached hereto as Exhibit
  2.1, the terms of which are incorporated herein by reference.
  
                                         2
  <PAGE>
  
                                  CONSILIUM, INC.
  
                                  ---------------
  
                         PRO FORMA CONDENSED CONSOLIDATED
                               FINANCIAL STATEMENTS
                                    (Unaudited)
  
          On February 19, 1998, the Company sold certain assets of its Healthcare 
  Products and Process Industries Group that focused on the FlowStream product 
  line (the "Healthcare Group") to Base Ten Systems, Inc. (the "Buyer"). The Buyer
  purchased certain tangible and intangible assets and assumed certain liabilities
  of the Healthcare Group. The transaction was accounted for as a sale of an 
  asset.
  
          The accompanying pro forma condensed consolidated balance sheet has been
  prepared as if the sale 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 sale 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 sale.
  
          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 sale
  occurred on the date indicated, nor is it necessarily indicative of future
  operating results or financial position.
  
                                        3 
  <PAGE>
  
                                  CONSILIUM, INC.
                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                             (In thousands, unaudited)
  
  
  <TABLE> 
  <CAPTION> 
                                                As of October 31, 1997          
                                      ----------------------------------------- 
                                      Historical       Pro Forma      Pro Forma 
                                      Consilium       Adjustments     Consilium 
  <S>                                 <C>             <C>             <C> 
         ASSETS                                                                 
                                                                                
  Current assets:                                                               
    Cash and cash equivalents          $ 7,865         $ 1,500 (a)     $ 9,365  
    Accounts receivable, net            11,014               - (c)      11,014  
    Other current assets                   590               -             590  
                                       -------         -------         -------  
                                                                                
      Total current assets              19,469           1,500          20,969  
                                       -------         -------         -------  
                                                                                
  Property and equipment (net)           4,312            (500) (b)      3,812  
  Software development costs (net)       2,688          (1,123) (f)      1,565  
  Goodwill (net)                         3,092               -           3,092  
  Other assets                             406               -             406  
                                       -------         -------         -------  
                                                                                
          TOTAL ASSETS                 $29,967         $  (123)        $29,844  
                                       =======         =======         =======  
                                                                                
                                                                                
          LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                                
  Current liabilities:                                                          
    Line of credit                     $ 3,051         $     -         $ 3,051  
    Accounts payable                     6,587               -           6,587  
    Other current liabilities                                                   
     and accrued expenses                3,799               -           3,799  
    Accrued acquisition costs            1,662               -           1,662  
    Deferred revenue                     6,437            (882) (b)      5,555  
                                       -------         -------         -------  
                                                                                
      Total current liabilities         21,536            (882)         20,654  
                                       -------         -------         -------  
                                                                                
      Total stockholders' equity         8,431             759 (d)       9,190  
                                       -------         -------         -------  
                                                                                
          TOTAL LIABILITIES AND                                                 
           STOCKHOLDERS' EQUITY        $29,967         $  (123)        $29,844  
                                       =======         =======         =======   
  </TABLE> 
  
                                        4 
  <PAGE>
  
                                  CONSILIUM, INC.
             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                 (In thousands, except per share data; unaudited)
  
  <TABLE> 
  <CAPTION> 
                                     For the Year Ended October 31, 1997
                                 -----------------------------------------
                                 Historical       Pro Forma      Pro Forma
                                 Consilium       Adjustments     Consilium
  <S>                            <C>             <C>             <C> 
  
  REVENUES:
  
    Product                       $14,181         $ 1,610 (e)     $12,571
    Services                       25,940           3,204 (e)      22,736
    Development                       514             365 (e)         149
                                  -------         -------         -------
  
      Total revenues               40,635           5,179          35,456
                                  -------         -------         -------
  
  COST OF REVENUES:
  
    Product                         3,245             712 (e)       2,533
    Services                       15,449           3,121 (e)      12,328
    Development                       369             230 (e)         139
                                  -------         -------         -------
  
       Total cost of revenues      19,063           4,063          15,000
                                  -------         -------         -------
  
  GROSS MARGIN                     21,572           1,116          20,456
                                  -------         -------         -------
  
  OPERATING EXPENSES:
    Research and development       12,165           2,409 (e)       9,756
    Selling and marketing          13,739           3,813 (e)       9,926
    General and administrative      3,993             496 (e)       3,497
                                  -------         -------         -------
  
      Total operating expenses     29,897           6,718          23,179
                                  -------         -------         -------
  
  Loss from operations             (8,325)         (5,602)         (2,723)
                                  -------         -------         -------
  
  Interest income (expense), net     (138)             (8) (e)       (130)
                                  -------         -------         -------
  
  LOSS BEFORE
    INCOME TAX PROVISION           (8,463)         (5,610)         (2,853)
  
  PROVISION FOR INCOME TAXES          301               -             301
                                  -------         -------         -------
  
  NET LOSS                         (8,764)         (5,610)         (3,154)
  
  PREFERRED STOCK DIVIDENDS          (305)              -            (305)
                                  -------         -------         -------
  
  NET LOSS ATTRIBUTABLE TO
   COMMON STOCK                   $(9,069)        $(5,610)        $(3,459)
                                  =======         =======         =======
  
  DILUTED LOSS PER COMMON SHARE   $ (1.13)        $ (0.70)        $ (0.43)
  
  SHARES USED IN PER SHARE
   CALCULATIONS                     8,045           8,045           8,045
  
  </TABLE> 
  
                                        5 
  <PAGE>
  
                                  CONSILIUM, 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, without audit, pursuant to 
  the rules and regulations of the Securities and Exchange Commission. 
  Certain information and footnote disclosures normally included in the financial 
  statements prepared in accordance with generally accepted accounting principles 
  have been condensed or omitted pursuant to such rules and regulations. 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 received from the sale assuming the sale had 
            occurred as of October 31, 1997.
  
       (b)  Entry to reflect the sale of certain of the Company's assets and 
            assumption of certain of the Company's liabilities by the Buyer.
  
       (c)  As of October 31, 1997, included in accounts receivable is
            approximately $1,697,000 of receivables related to previous sales of
            FlowStream products. Such receivables were not purchased by the Buyer
            and any cash collected for these receivables will be retained by the
            Company.
  
       (d)  Entry to recognize the gain from the sale of the Healthcare Group.
  
       (e)  Entry to eliminate all revenues and expenses of the Healthcare Group.
  
       (f)  Entry to write off previously capitalized software development costs 
            related to the Healthcare Group.
  
                                        6 
  <PAGE>
   
                                    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.
  
  Date:  March 3, 1998                             CONSILIUM, INC.
  
  
                                                   By: /s/ Clifton Wong
                                                       ----------------- 
                                                       Clifton Wong
                                                       Vice President, Finance
                                                       and Chief Financial Officer
  
                                         7
  <PAGE>
  
                                   EXHIBIT INDEX
   
  Exhibit No.           Exhibit Title
  -----------           -------------
     2.1                Asset Purchase Agreement dated February 19, 1998 by and
                        among the Registrant, Base Ten FlowStream, Inc. and
                        Base Ten Systems, Inc.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 16347}]
metadata_filer: {"company-data": {"conformed-name": "CONSILIUM INC", "cik": "0000795090", "assigned-sic": "7372", "irs-number": "942523965", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17754", "film-number": "98556866"}, "business-address": {"street1": "485 CLYDE AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4156916100"}, "mail-address": {"street1": "485 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
text: ================================================================================
  
                                   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):  FEBRUARY 19, 1998
  
                                __________________
  
                                  CONSILIUM, INC.
              (Exact name of registrant as specified in its charter)
  
            DELAWARE                        0-17754               94-2523965
  (State or other jurisdiction of    (Commission File Number)  (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
  485 CLYDE AVENUE, MOUNTAIN VIEW, CA                                 94043 
  (Address of principal executive offices)                          (Zip Code)
  
        Registrant's telephone number, including area code:  (650) 691-6100
  
    (Former name, former address and former fiscal year, if changed since last 
                                      report)
  
  ================================================================================
  
  This report consists of 7 pages.
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       (a)  Consilium, Inc. (the "Registrant") sold its Healthcare Products and
  Process Industries Group that focused on the FlowStream product line (the
  "Healthcare Group"), pursuant to an Asset Purchase Agreement dated February 19,
  1998 (the "Asset Purchase Agreement") by and among Base Ten FlowStream, Inc.
  (the "Buyer"), Base Ten Systems, Inc. (the "Parent" and together with the Buyer,
  "Base Ten") and the Registrant, for consideration consisting of $1,500,000 in
  cash ($1,350,000 of which was paid on February 19, 1998 (the "Closing Date") and
  $150,000 of which is subject to certain indemnification provisions pursuant to
  the Asset Purchase Agreement and shall be paid within ninety days after the
  Closing Date), 20% of all annual revenues in excess of $3,200,000 recognized by
  Base Ten from the licensing of the Registrant's FlowStream product line during
  the 1998 and 1999 calendar years, and assumption by Base Ten of substantially
  all of the Healthcare Group's liabilities on a going-forward basis, with some
  specific obligations being retained by the Registrant (the "Sale"). Pursuant to
  the Asset Purchase Agreement, the Registrant agreed not to compete in the
  business of developing, producing, manufacturing and selling manufacturing
  execution systems under the trademarks of "FlowStream" for healthcare products
  (pharmaceutical, medical device and biotechnology) and chemical industries (the
  "FlowStream Business") for three years, and Base Ten assumed certain liabilities
  as of the acquisition date, purchased fixed assets with a net book value of
  approximately $500,000 and the Registrant's rights under certain contracts with
  customers and other third parties relating to the FlowStream product line,
  except certain patents used by both the Healthcare Group and the Semiconductor
  and Electronics Business Group. With regards to these patents, the Registrant
  granted to Base Ten a worldwide royalty-free, non-transferable (except with
  substantially all of the assets of the FlowStream Business) license, for the
  lives of the patents, without the rights to sublicense, to the exclusive use of
  such patents in the FlowStream Business. Also pursuant to the Asset Purchase
  Agreement, the Registrant agreed to indemnify Base Ten, within certain
  limitations, for breach of certain representations, warranties, covenants,
  agreements or obligations made by the Registrant therein.
  
       Prior to the Sale, no material relationship existed between the principal
  stockholders of Base Ten and the Registrant, any affiliates of the Registrant,
  any director or officer of the Registrant, or any associate of any such director
  or officer.
  
       (b)  Not applicable.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (a)  Not applicable.
  
       (b)  The pro forma financial statements that are required pursuant to
  Article 11 of Registration S-X are attached hereto.
  
       (c)  A copy of the Asset Purchase Agreement is attached hereto as Exhibit
  2.1, the terms of which are incorporated herein by reference.
  
                                         2
  CONSILIUM, INC.
  
                                  ---------------
  
                         PRO FORMA CONDENSED CONSOLIDATED
                               FINANCIAL STATEMENTS
                                    (Unaudited)
  
          On February 19, 1998, the Company sold certain assets of its Healthcare 
  Products and Process Industries Group that focused on the FlowStream product 
  line (the "Healthcare Group") to Base Ten Systems, Inc. (the "Buyer"). The Buyer
  purchased certain tangible and intangible assets and assumed certain liabilities
  of the Healthcare Group. The transaction was accounted for as a sale of an 
  asset.
  
          The accompanying pro forma condensed consolidated balance sheet has been
  prepared as if the sale 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 sale 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 sale.
  
          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 sale
  occurred on the date indicated, nor is it necessarily indicative of future
  operating results or financial position.
  
                                        3
  CONSILIUM, INC.
                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                             (In thousands, unaudited)
  As of October 31, 1997          
                                      ----------------------------------------- 
                                      Historical       Pro Forma      Pro Forma 
                                      Consilium       Adjustments     Consilium
  ASSETS                                                                 
                                                                                
  Current assets:                                                               
    Cash and cash equivalents          $ 7,865         $ 1,500 (a)     $ 9,365  
    Accounts receivable, net            11,014               - (c)      11,014  
    Other current assets                   590               -             590  
                                       -------         -------         -------  
                                                                                
      Total current assets              19,469           1,500          20,969  
                                       -------         -------         -------  
                                                                                
  Property and equipment (net)           4,312            (500) (b)      3,812  
  Software development costs (net)       2,688          (1,123) (f)      1,565  
  Goodwill (net)                         3,092               -           3,092  
  Other assets                             406               -             406  
                                       -------         -------         -------  
                                                                                
          TOTAL ASSETS                 $29,967         $  (123)        $29,844  
                                       =======         =======         =======  
                                                                                
                                                                                
          LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                                
  Current liabilities:                                                          
    Line of credit                     $ 3,051         $     -         $ 3,051  
    Accounts payable                     6,587               -           6,587  
    Other current liabilities                                                   
     and accrued expenses                3,799               -           3,799  
    Accrued acquisition costs            1,662               -           1,662  
    Deferred revenue                     6,437            (882) (b)      5,555  
                                       -------         -------         -------  
                                                                                
      Total current liabilities         21,536            (882)         20,654  
                                       -------         -------         -------  
                                                                                
      Total stockholders' equity         8,431             759 (d)       9,190  
                                       -------         -------         -------  
                                                                                
          TOTAL LIABILITIES AND                                                 
           STOCKHOLDERS' EQUITY        $29,967         $  (123)        $29,844  
                                       =======         =======         =======
  4
  CONSILIUM, 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
                                 Consilium       Adjustments     Consilium
  REVENUES:
  
    Product                       $14,181         $ 1,610 (e)     $12,571
    Services                       25,940           3,204 (e)      22,736
    Development                       514             365 (e)         149
                                  -------         -------         -------
  
      Total revenues               40,635           5,179          35,456
                                  -------         -------         -------
  
  COST OF REVENUES:
  
    Product                         3,245             712 (e)       2,533
    Services                       15,449           3,121 (e)      12,328
    Development                       369             230 (e)         139
                                  -------         -------         -------
  
       Total cost of revenues      19,063           4,063          15,000
                                  -------         -------         -------
  
  GROSS MARGIN                     21,572           1,116          20,456
                                  -------         -------         -------
  
  OPERATING EXPENSES:
    Research and development       12,165           2,409 (e)       9,756
    Selling and marketing          13,739           3,813 (e)       9,926
    General and administrative      3,993             496 (e)       3,497
                                  -------         -------         -------
  
      Total operating expenses     29,897           6,718          23,179
                                  -------         -------         -------
  
  Loss from operations             (8,325)         (5,602)         (2,723)
                                  -------         -------         -------
  
  Interest income (expense), net     (138)             (8) (e)       (130)
                                  -------         -------         -------
  
  LOSS BEFORE
    INCOME TAX PROVISION           (8,463)         (5,610)         (2,853)
  
  PROVISION FOR INCOME TAXES          301               -             301
                                  -------         -------         -------
  
  NET LOSS                         (8,764)         (5,610)         (3,154)
  
  PREFERRED STOCK DIVIDENDS          (305)              -            (305)
                                  -------         -------         -------
  
  NET LOSS ATTRIBUTABLE TO
   COMMON STOCK                   $(9,069)        $(5,610)        $(3,459)
                                  =======         =======         =======
  
  DILUTED LOSS PER COMMON SHARE   $ (1.13)        $ (0.70)        $ (0.43)
  
  SHARES USED IN PER SHARE
   CALCULATIONS                     8,045           8,045           8,045
  5
  CONSILIUM, 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, without audit, pursuant to 
  the rules and regulations of the Securities and Exchange Commission. 
  Certain information and footnote disclosures normally included in the financial 
  statements prepared in accordance with generally accepted accounting principles 
  have been condensed or omitted pursuant to such rules and regulations. 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 received from the sale assuming the sale had 
            occurred as of October 31, 1997.
  
       (b)  Entry to reflect the sale of certain of the Company's assets and 
            assumption of certain of the Company's liabilities by the Buyer.
  
       (c)  As of October 31, 1997, included in accounts receivable is
            approximately $1,697,000 of receivables related to previous sales of
            FlowStream products. Such receivables were not purchased by the Buyer
            and any cash collected for these receivables will be retained by the
            Company.
  
       (d)  Entry to recognize the gain from the sale of the Healthcare Group.
  
       (e)  Entry to eliminate all revenues and expenses of the Healthcare Group.
  
       (f)  Entry to write off previously capitalized software development costs 
            related to the Healthcare Group.
  
                                        6
  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.
  
  Date:  March 3, 1998                             CONSILIUM, INC.
  
                                                   By: /s/ Clifton Wong
                                                       ----------------- 
                                                       Clifton Wong
                                                       Vice President, Finance
                                                       and Chief Financial Officer
  
                                         7
  EXHIBIT INDEX
   
  Exhibit No.           Exhibit Title
  -----------           -------------
     2.1                Asset Purchase Agreement dated February 19, 1998 by and
                        among the Registrant, Base Ten FlowStream, Inc. and
                        Base Ten Systems, Inc.