<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DATA DIMENSIONS, INC.
(Name of Small Business Issuer as Specified in Its Charter)
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<S> <C> <C>
DELAWARE 7379 06-0852458
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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777 - 108TH AVENUE N.E.
BELLEVUE, WASHINGTON 98004
(206) 688-1000
(Address and Telephone Number of
Principal Executive Offices)
LARRY W. MARTIN
CHIEF EXECUTIVE OFFICER AND PRESIDENT
777 - 108TH AVENUE N.E.
BELLEVUE, WASHINGTON 98004
(206) 688-1000
(Name, Address and Telephone Number of Agent for Service)
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COPIES TO:
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<S> <C>
BRUCE A. ROBERTSON MICHAEL J. ERICKSON
MICHAEL A. SKINNER LAURA A. BERTIN
Garvey, Schubert & Barer Heller, Ehrman, White & McAuliffe
1191 Second Avenue, Suite 1800 6100 Columbia Center - 701 Fifth Avenue
Seattle, Washington 98101-2939 Seattle, Washington 98104-7098
(206) 464-3939 (206) 447-0900
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-841
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE (2) REGISTRATION FEE (2)
<S> <C> <C> <C> <C>
Common Stock, par value $.001 (1)..... 1,380,000 $14.00 $19,320,000 $1,110.34
Representative's Warrant to purchase
shares of Common Stock............... 120,000 $.001 $20 $0.00
Common Stock, par value $.001,
issuable upon exercise of
Representative's Warrant............. 120,000 $23.10 $ 462,000 $159.31
Total....................................................................................... $1,269.65
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(1) Includes 180,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Registration fee calculated solely on the basis of the additional
230,000 shares of Common Stock and Representative's Warrant for an
additional 20,000 shares registered pursuant hereto. Remainder of
registration fee paid in connection with filing of related
registration statement on Form SB-2 and Amendment No. 1 thereto
(Registration No. 333-841).
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EXPLANATORY NOTE
Incorportated by reference herein is the entirely of the Registration
Statement on Form SB-2 (File No. 333-841) of Data Dimensions, Inc. (the
"Company"), which was declared effective by the Securities and Exchange
Commission (the "Commission") on March 29, 1996, including each of the
documents filed by the Company with the Commission and incorporated or deemed
to be incorporated by reference therein.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has authorized this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bellevue, State of Washington, on
March 29, 1996.
REGISTRANT: DATA DIMENSIONS, INC.
By /s/ LARRY W. MARTIN
------------------------------------
Larry W. Martin, CEO & President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities stated on March 29, 1996.
Principal Executive Officer:
By /s/ LARRY W. MARTIN
-----------------------------------
Larry W. Martin, CEO & President
Principal Financial and Accounting
Officer:
By /s/ WILLIAM H. PARSONS
-----------------------------------
William H. Parsons, Chief Financial Officer
Board of Directors:
By /s/ LARRY W. MARTIN
-----------------------------------
Larry W. Martin, Director
By /s/ WILLIAM H. PARSONS
-----------------------------------
William H. Parsons, Director
By /s/ THOMAS W. FIFE
-----------------------------------
Thomas W. Fife, Director
II-4
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EXHIBIT INDEX
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<C> <S> <C>
5.1 Opinion of Garvey, Schubert & Barer regarding legality
23.1 Consent of Independent Auditors
23.2 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1)
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II-5
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
March 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Data Dimensions, Inc.
Registration No. 333-841
Ladies and Gentlemen:
We are acting as counsel to Data Dimensions, Inc., a Delaware
corporation (the "Company"), in connection with the Registration
Statement under the Securities Act of 1933 (Registration No. 333-841)
filed by the Company with the Securities and Exchange Commission on Form SB-2
(the "Registration Statement"), the related Registration Statement on Form
SB-2 (the "Short-form Statement") filed pursuant to Rule 462(b) and the
proposed sale by the Company of the securities described on the facing page
of each of such registration statements (collectively, the "Securities").
In connection with the foregoing, we are of the opinion that the Securities,
when sold, will be legally issued, fully paid and non-assessable.
We hereby authorize and consent to the use of this opinion as Exhibit 5.1 to
the Short-Form Registration Statement.
Very truly yours,
GARVEY, SCHUBERT & BARER
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Data Dimensions, Inc.
Bellevue, Washington
We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement filed pursuant to Rule 462(b) of our report dated
January 22, 1996 (except for Notes 2, 5 and 10, as to which the date is
March 18, 1996) relating to the financial statements of Data Dimensions, Inc.
which is contained in the Registration Statement on Form SB-2 and Amendment
No. 1 thereto (Registration No. 333-841).
We also consent to the reference to us under the captions "Selected
Financial Data" and "Experts."
BDO SEIDMAN, LLP
Seattle, Washington
March 29, 1996
