<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
DATA DIMENSIONS INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
DATA DIMENSIONS, INC.
777 - 108TH AVENUE N.E.
BELLEVUE, WASHINGTON 98004
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1996
------------------------
To the Stockholders of Data Dimensions, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DATA
DIMENSIONS, INC. (the "Company"), a Delaware corporation, will be held at the
Bellevue Club, 11200 S.E. 6th Street, Bellevue, Washington 98004, on Monday,
June 3, 1996, at 9:00 a.m., Pacific Daylight Savings Time. The purposes of the
Annual Meeting will be:
1. To elect one director to serve as the Class III director on the
Company's Board of Directors for a three-year term (Proposal No. 1);
2. To elect one director to serve as a Class II director on the Company's
Board of Directors for a two-year term (Proposal No. 2); and
3. To consider and act upon any other matter which may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 29, 1996, as
the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournment thereof. Only holders of record of Common
Stock of the Company at the close of business on the record date will be
entitled to notice of and to vote at the meeting and any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting. A
review of the Company's operations for the year ended December 31, 1995 will be
presented. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD, WHICH YOU MAY REVOKE AT ANY TIME PRIOR
TO ITS USE. A prepaid, self-addressed envelope is enclosed for your convenience.
Your shares will be voted at the meeting in accordance with your proxy. If you
attend the meeting, you may revoke your proxy and vote in person.
By Order of the Board of Directors
WILLIAM H. PARSONS
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
Bellevue, Washington
April 30, 1996
<PAGE>
DATA DIMENSIONS, INC.
777 - 108TH AVENUE N.E.
SUITE 2070
BELLEVUE, WASHINGTON 98004
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1996
------------------------
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Annual Report to Stockholders, the
Notice of Annual Meeting and the proxy card are being furnished to the
stockholders of Data Dimensions, Inc., a Delaware corporation (the "Company"),
in connection with the solicitation of proxies by the Company's Board of
Directors for use at the Company's 1996 Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Bellevue Club, 11200 S.E. 6th Street,
Bellevue, Washington 98004 on Monday, June 3, 1996, at 9:00 a.m., Pacific
Daylight Savings Time, and any adjournment thereof. The solicitation of proxies
by mail may be followed by personal solicitation of certain stockholders, by
officers or regular employees of the Company. All expenses of the Company
associated with this solicitation will be borne by the Company.
The two persons named as proxies on the enclosed proxy card, Larry W. Martin
and William H. Parsons, were designated by the Board of Directors. All properly
executed proxies will be voted (except to the extent that authority to vote has
been withheld) and where a choice has been specified by the stockholder as
provided in the proxy card, it will be voted in accordance with the
specification so made. Proxies submitted without specification will be voted FOR
Proposal No. 1 to elect the nominee as Class III director proposed by the Board
of Directors, and for Proposal No. 2 to elect the nominee as a Class II director
proposed by the Board of Directors.
A proxy may be revoked by a stockholder prior to its exercise by written
notice to the Secretary of the Company, by submission of another proxy bearing a
later date or by voting in person at the Annual Meeting. Such notice or later
proxy will not affect a vote on any matter taken prior to the receipt thereof by
the Company.
These proxy materials and the accompanying Annual Report to Stockholders are
being mailed on or about April 30, 1996 to stockholders of record on April 29,
1996 of the Company's Common Stock. The principal executive office and mailing
address of the Company is 777 - 108th Ave. N.E., Suite 2070, Bellevue, WA 98004.
VOTING AT THE MEETING
The shares of Common Stock constitute the only class of securities entitled
to notice of and to vote at the Annual Meeting. In accordance with the Company's
Restated Bylaws, the stock transfer records were compiled on April 29, 1996, the
record date set by the Board of Directors for determining the stockholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
thereof. On April 29, 1996, there were 3,681,826 shares of Common Stock
outstanding and entitled to vote.
Each share of Common Stock outstanding on the record date is entitled to one
vote per share at the Annual Meeting. If a quorum is present at the Annual
Meeting, the nominee for each of the two
1
<PAGE>
director positions to be elected who receives the greatest number of votes cast
by the shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote shall be elected.
With respect to the election of directors, directors are elected by a
plurality of the votes cast and only votes cast in favor of a nominee will have
an effect on the outcome. Therefore, abstention from voting or nonvoting by
brokers will have no effect thereon.
ELECTION OF DIRECTORS
In accordance with the Company's Amended and Restated Bylaws, the Board of
Directors shall consist of no less than three and no more than 15 directors, the
specific number to be determined by resolution adopted by the Board of
Directors. The Board of Directors is divided into three classes, with staggered
three-year terms. On April 18, 1996, the Board of Directors increased the number
of directors from three to four by establishing an additional Class II director
position. Class I and Class III each consists of one director, and Class II
consists of two directors. One Class II director and one Class III director will
be elected at the Annual Meeting.
The Class I director, William H. Parsons, and the previously elected Class
II director, Larry W. Martin, have been elected to terms that expire in 1997 and
1998, respectively. The additional Class II director is being elected to a
two-year term so that his term will coincide with the term of the other Class II
director.
NOMINEES FOR DIRECTOR (PROPOSALS NO. 1 AND 2)
The names and certain information concerning the persons to be nominated by
the Board of Directors at the Annual Meeting are set forth below. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW. Shares represented by proxies will be voted for the election of the
persons named below unless authority to vote for a particular director or
directors has been withheld in the proxy. The nominees have consented to serve
as directors. The Board of Directors has no reason to believe that either of the
nominees will be unable to serve as a director. In the event of the death or
unavailability of either of the nominees, the proxy holders will have
discretionary authority under the proxy to vote for a suitable substitute
nominee as the Board of Directors may recommend. Proxies may not be voted for
more than one nominee for each position to be elected. The Board of Directors
has nominated the persons named in the following table:
<TABLE>
<CAPTION>
NAME AGE HAS BEEN A DIRECTOR SINCE
- ------------------------------------------------------------ --- -------------------------
<S> <C> <C>
Thomas W. Fife (Class III, three-year term) 70 1995
Philip N. Newbold (Class II, two-year term) 51 --
</TABLE>
THOMAS W. FIFE has been a Director of the Company since June 1995. Mr. Fife
also is the co-founder and Chairman of the Board of VoiceCom Systems, Inc. Mr.
Fife was Chief Executive Officer of VoiceCom Systems, Inc. from 1984 through
1993, and has served as Chairman of the Board of Directors from June 1993 to the
present. He continues to serve as an active member of the VoiceCom Systems, Inc.
senior management staff. He also serves as a Director of Application Resources,
Inc. headquartered in San Francisco, California.
PHILIP N. NEWBOLD is a nominee for election to the Board of Directors. Mr.
Newbold is Vice President and Director of Information Technology for Kaiser
Permanente Medical Care Program. In this capacity he is responsible for all
systems development, networking, and computer services functions for an
organization with over 35,000 employees. Prior to joining Kaiser Permanente in
1991, Mr. Newbold had over 15 years of executive level domestic and
international financial and information technology experience in the financial
services industry.
Kaiser Foundation Health Plan, Inc., an affiliate of Mr. Newbold's employer,
has been and remains a significant customer of the Company's millennium
consulting services. All services have
2
<PAGE>
been and continue to be provided in accordance with contracts entered into in
the ordinary course of the Company's business. Mr. Newbold receives no monetary
or other benefit from the business relationship between the Company and Kaiser
Foundation Health Plan, Inc.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five (5) regular meetings and took action
pursuant to four (4) unanimous written consents during the year ended December
31, 1995.
The Board of Directors does not have any committees. However, the Company
intends to designate a compensation and an audit committee in 1996. In order to
comply with the listing requirements for the Nasdaq National Market System, the
Company has undertaken to establish an audit committee not later than June 27,
1996.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 18, 1996, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each director and director nominee, (ii) the Chief Executive Officer,
(iii) the "named executive officers" (as defined under "Executive Compensation")
other than the Chief Executive Officer, (iv) all persons known by the Company to
be beneficial owners of more than 5% of the Company's Common Stock, and (v) all
executive officers and directors as a group.
<TABLE>
<CAPTION>
COMMON STOCK (1)
------------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS OF STOCKHOLDER SHARES OUTSTANDING
- -------------------------------------------------- --------- -------------
<S> <C> <C>
Larry W. Martin (2) .............................. 997,358 25.76%
777 - 108th Avenue N.E.
Suite 2070
Bellevue, Washington 98004
White Rock Capital, L.P. (3) ..................... 312,000 8.47
3131 Turtle Creek Blvd.,
Suite 800
Dallas, Texas 75219
William H. Parsons (4) ........................... 33,333 *
777 - 108th Avenue N.E.
Suite 2070
Bellevue, Washington 98004
Thomas W. Fife (5) ............................... 666 *
777 - 108th Avenue N.E.
Suite 2300
Bellevue, Washington 98004
Richard A. Bergeon (6) ........................... 6,666 *
777 - 108th Avenue N.E.
Suite 2300
Bellevue, Washington 98004
Philip N. Newbold ................................ -0- -0-
5258 Pebble Glen Drive
Concord, CA 94521
All Directors, Officers and Director
Nominees as a group (5 persons) (7).............. 1,038,023 26.58
</TABLE>
- ------------------------
* Less than one percent
3
<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment power
with respect to shares. Except as otherwise indicated, the stockholders
identified in this table have sole voting and investment power with regard
to the shares shown as beneficially owned by them. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days after April 18, 1996 are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants, but are
not deemed outstanding for computing the percentage of any other person.
(2) Includes 3,000 shares held by Mr. Martin's wife. Also includes 190,000
shares subject to options exercisable within 60 days of April 18, 1996.
(3) The Company has been advised in Schedule 13D filings that as of April 17,
1996, White Rock Capital, L.P. ("White Rock"), a limited partnership engaged
in the investment and investment management business, may be deemed the
beneficial owner of an aggregate of 312,000 shares of the Company's Common
Stock (approximately 8.47% of the total amount outstanding). This number
consists of shares held for two discretionary account clients of White Rock,
as follows: 282,000 shares held for the account of Quasar International
Partners C.V. ("Quasar"), and 30,000 shares held for the account of Collins
Capital Diversified Fund, L.P. (together with Quasar, the "White Rock
Clients"). Shared voting and dispositive power with respect to the 312,000
shares held for the accounts of the White Rock Clients is exercised on
behalf of White Rock by White Rock's two general partners, Thomas U. Barton
and Joseph U. Barton, who may also be deemed the beneficial owners of such
shares. In addition, Thomas U. Barton may be deemed the beneficial owner of
11,000 shares which he has the right to acquire upon exercise of options
held directly by him. According to the Schedule 13D filings, Mr. George
Soros, in his capacity as the sole proprietor of Soros Fund Management
("SFM"), an investment advisory firm, may also be deemed a beneficial owner
of the 282,000 shares (approximately 7.66% of the total amount outstanding)
held for the account of Quasar. SFM acts as principal investment advisor to
Quasar. In that capacity, it has the ability to acquire voting and
dispositive powers with respect to the shares currently held by White Rock
for the account of Quasar, in the event of a termination of the investment
management contract pursuant to which White Rock currently acts as one of
Quasar's discretionary account managers. The 282,000 shares held for the
account of Quasar were acquired at the direction of White Rock, and none of
Mr. Soros, SFM or Quasar currently exercises voting or investment discretion
over such shares.
(4) Includes 1,667 shares held by Mr. Parson's wife. Also includes 29,833 shares
subject to options exercisable within 60 days of April 18, 1996.
(5) Includes 666 shares subject to options exercisable within 60 days of April
18, 1996.
(6) Includes 3,333 shares subject to options exercisable within 60 days of April
18, 1996.
(7) Includes 223,832 shares subject to options exercisable within 60 days of
April 18, 1996.
4
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the current directors and executive officers
of the Company, the positions which they hold, and the year in which they began
serving in their respective capacities. Officers of the Company are elected by
the Board of Directors immediately following each Annual Meeting of the
Company's stockholders to hold office until their successors are elected and
qualified.
<TABLE>
<CAPTION>
POSITION HELD
NAME AGE CURRENT POSITION(S) WITH COMPANY SINCE
- ------------------------------ --- ------------------------------------------------------------ -------------
<S> <C> <C> <C>
Larry W. Martin 59 Chairman of the Board, Chief Executive Officer, President 1990
and Director (Class II, exp. 1998)
William H. Parsons 63 Executive Vice President, Chief Financial Officer, 1995
Secretary, Treasurer and Director (Class I, exp. 1997)
Thomas W. Fife 70 Director (Class III, exp. 1996) 1995
Richard A. Bergeon 50 Vice President, Technical Services 1996
</TABLE>
For information on the business background of Mr. Fife see "Nominees For
Director" above.
LARRY W. MARTIN has been Chief Executive Officer, President and a Director
of the Company from June 1990 to the present. In addition, Mr. Martin has been
Chairman of the Board of the Company since February 1996. Mr. Martin served as
Vice President of Marketing for Manager Software Products, Inc., from 1989 until
joining Data Dimensions, Inc. in 1990. From 1987 to 1989, Mr. Martin served as
President and Chief Executive Officer of MicroMain Software, Inc., which
produced application generator products.
WILLIAM H. PARSONS has been Chief Financial Officer, Executive Vice
President, Secretary and Treasurer of the Company since April 1995 and a
Director of the Company since June 1994. Mr. Parsons was the Executive Director
and Chief Operating Officer of Rubin and Rudman, a mid-size law firm located in
Boston, Massachusetts from 1986 to 1995. He has spent over thirty-five years
directly involved in business operations as chief financial officer in several
industries.
RICHARD A. BERGEON joined the Company in August 1994 and has been Vice
President of Technical Services of the Company since February 1996. From March
1994 until joining the Company, Mr. Bergeon was a Vice President of
Essentialists, Inc., a data processing consulting firm. From 1992 to 1994, Mr.
Bergeon was a named principal of Bergeon, Fu & Assoc., a computer consulting
firm which he co-founded. From 1989 to 1992, Mr. Bergeon was a Vice President of
Security Pacific Automation Company, a systems development and maintenance firm.
His responsibilities at Security Pacific included internal computer consulting
and technical training.
Officers serve at the discretion of the Company's Board of Directors. No
family relationship exists among any directors or executive officers of the
Company or any nominees for election to the Company's Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Company determined as of the end of the last fiscal year, and any
ex-officers for whom disclosure would have been provided except for the fact
that the individual was not serving as an executive officer at the end of the
fiscal year (hereafter referred to as the "named executive officers") for the
fiscal years ended December 31, 1995, 1994 and 1993.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
SECURITIES
---------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS (#)
- ------------------------------------------------------------------- --------- ----------- -------------
<S> <C> <C> <C>
Larry W. Martin, CEO and President (1)............................. 1995 $ 406,057 0
1994 395,300 0
1993 148,800 0
William H. Parsons, CFO (2)........................................ 1995 $ 110,565 99,999
1994 0 0
1993 0 0
Richard A. Bergeon, Vice President (3)............................. 1995 $ 103,461 8,333
1994 36,538 0
1993 0 0
</TABLE>
- ------------------------
(1) Starting on April 1, 1996, Mr. Martin's base compensation is $200,000 per
year. In addition, Mr. Martin will be eligible to receive a bonus of 1% of
the base compensation for each 1% of increase in revenue over the prior
fiscal year.
(2) Mr. Parson's employment with the Company commenced in April 1995.
(3) Mr. Bergeon's employment with the Company commenced in August 1994.
The following table sets forth all individual grants of stock options made
by the Company during the fiscal year ended December 31, 1995 to each of the
Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE OR
UNDERLYING OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR (1) ($/SHARE) DATE
- --------------------------------------------- ------------------- ----------------- ----------- -------------
<S> <C> <C> <C> <C>
Larry W. Martin.............................. 0 0 N/A N/A
William H. Parsons........................... 49,166 31% $ 2.61 4/17/2005
17,500 11% 4.50 6/20/2005
33,333 20% 5.63 12/26/2005
Richard A. Bergeon........................... 8,333 5% 2.61 1/26/2005
</TABLE>
- ------------------------
(1) Based on stock options representing an aggregate of 160,333 shares of Common
Stock granted to employees during the fiscal year ended December 31, 1995.
The following table sets forth information, on an aggregated basis,
concerning each exercise of stock options during the fiscal year ended December
31, 1995 by each of the named executive officers and the fiscal year-end value
of unexercised options.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED IN-
OPTIONS AT FY- THE-MONEY OPTIONS
SHARES END (#) AT FY-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------------- ----------- --------- ---------------- ------------------
<S> <C> <C> <C> <C>
Larry W. Martin................................... 26,666 $ 33,600 190,000/0 $196,900/0
William H. Parsons................................ 0 0 20,000/80,000 67,080/327,495
Richard A. Bergeon................................ 0 0 3,333/5,000 8,700/13,050
</TABLE>
DIRECTOR COMPENSATION
COMPENSATION OF DIRECTORS
The Company currently pays $500 per Board meeting attended to each director
who is not an employee of the Company. All directors are entitled to
reimbursement for expenses incurred in traveling to and from meetings of the
Company's Board of Directors. On June 20, 1995, Mr. Fife was granted an option
under the Company's 1988 Incentive Stock Option Plan and 1988 Nonstatutory Stock
Option Plan to purchase up to 3,333 shares of Common Stock at an exercise price
of $4.50 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOANS WITH AFFILIATES
In February and August 1994, the Company made two loans to Mr. Martin in the
amount of $65,000 and $50,000, respectively, each bearing interest at 11% and
each payable upon demand. At December 31, 1994, the aggregate principal and
accrued interest owing on these loans was $123,800.
In January 1995, a loan to the Company made by Mr. Martin in 1992 was offset
against the Company's loans to Mr. Martin, leaving a balance of $6,859 owing to
Mr. Martin. This balance was offset in partial payment of the exercise price of
stock options exercised by Mr. Martin in May 1995.
In 1995, the Company made a non-interest bearing demand loan to Mr. Martin
in the amount of $35,000. This loan was paid in full by offsetting it against
certain accrued dividends on previously outstanding Preferred Stock payable to
Mr. Martin.
In 1995, the Company made payments to two former officers and directors of
the Company in the total amount of $111,000. These payments discharged a note
payable and accrued consulting fees for services provided in 1992, 1993 and 1994
following the termination of their employment with the Company.
In February 1996, Mr. Martin and William H. Parsons, the Company's Executive
Vice President and Chief Financial Officer, made demand loans to the Company in
the amount of $50,000 and $65,000, respectively, bearing interest at 10%. These
loans were repaid in full on April 5, 1996.
Any future material transactions and loans with affiliates will be made or
entered into on terms no less favorable to the Company than those that could be
obtained from unaffiliated third parties, and any such transactions and loans,
and any forgiveness of loans, will be approved by a majority of the non-employee
members of the Company's Board of Directors who do not have an interest in the
transaction.
See "Nominees for Director" for a description of the business relationship
between the Company and Kaiser Foundation Health Plan, Inc., an affiliate of the
employer of Philip N. Newbold, a nominee for election to the Company's Board of
Directors.
7
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the 1934 Act requires the Company's directors and executive
officers and persons who own more than ten percent of the outstanding shares of
the Company's Common Stock ("ten percent stockholders"), to file with the SEC
initial reports of beneficial ownership and reports of changes in beneficial
ownership of shares of Common Stock and other equity securities of the Company.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or otherwise in its files and on written
representations from its directors, executive officers and ten percent
shareholders that no other reports were required, during the fiscal year ended
December 31, 1995, the Company's officers, directors and ten percent
stockholders complied with all applicable Section 16(a) filing requirements
except that Larry W. Martin, a director and executive officer of the Company,
filed one late report on Form 4 (relating to one purchase transaction), William
H. Parsons, a director and executive officer of the Company, filed one late
report on Form 3 (relating to his election as a director) and two late reports
on Form 4 (relating to issuance of an employee stock option), and Thomas W.
Fife, a director of the Company, filed one late report on Form 3 (relating to
his election as a director) and one late report on Form 4 (relating to issuance
of a stock option).
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the Company's 1997
Annual Meeting must be received by the Company at its principal executive office
no later than January 1, 1997 in order to be included in the Company's 1997
Proxy Statement and proxy card.
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed BDO Seidman, LLP, independent
accountants, as auditors of the Company for the year ending December 31, 1996. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting. The representative will be given the opportunity to make a statement on
behalf of his firm if such representative so desires, and will be available to
respond to appropriate stockholder questions.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any other matters which may come before the Annual Meeting. It is the
intention of the persons named in the enclosed proxy card to vote the proxy in
accordance with their best judgment if any other matters do properly come before
the Annual Meeting.
Please return the enclosed proxy card as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the Annual Meeting, no business can be transacted. Therefore,
please be sure to date and sign your proxy card exactly as your name appears on
your stock certificate and return it in the enclosed postage prepaid return
envelope. Please act promptly to insure that you will be represented at this
important meeting.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE AT THE
ANNUAL MEETING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS
8
<PAGE>
FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S FISCAL
YEAR ENDED DECEMBER 31, 1995. WRITTEN REQUESTS SHOULD BE MAILED TO THE
SECRETARY, DATA DIMENSIONS, INC., 777 - 108TH AVE. N.E., SUITE 2070, BELLEVUE,
WASHINGTON 98004.
By Order of the Board of Directors:
WILLIAM H. PARSONS
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
Dated: April 30, 1996.
9
<PAGE>
DATA DIMENSIONS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 1996
The undersigned hereby names, constitutes and appoints Larry W. Martin and
William H. Parsons, or either of them acting in absence of the other, with full
power of substitution, my true and lawful attorneys and Proxies for me and in my
place and stead to attend the Annual Meeting of the Shareholders of Data
Dimensions, Inc. (the "Company") to be held at 9:00 a.m. PDT on Monday, June 3,
1996, and at any adjournment thereof, and to vote all the shares of Common Stock
held of record in the name of the undersigned on April 29, 1996, with all the
powers that the undersigned would possess if he were personally present.
<TABLE>
<S> <C>
1. PROPOSAL 1 -- Election of Class III Director / / FOR nominee named below / / WITHHOLD AUTHORITY
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH NOMINEE'S NAME)
Thomas W. Fife
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEE NAMED
ABOVE.
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<S> <C>
2. PROPOSAL 2 -- Election of Class II Director / / FOR nominee named below / / WITHHOLD AUTHORITY
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH NOMINEE'S NAME)
Philip N. Newberg
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEE NAMED
ABOVE.
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<S> <C>
3. Upon such other matters as may properly come before, or incident to the conduct of the Annual Meeting, the Proxy
holders shall vote in such manner as they determine to be in the best interests of the Company. Management is not
presently aware of any such matters to be presented for action at the meeting.
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(CONTINUED ON REVERSE SIDE)
<PAGE>
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. IF NO SPECIFIC
DIRECTION IS GIVEN AS TO ANY OF THE ABOVE ITEMS, THIS PROXY WILL BE VOTED FOR
EACH OF THE NOMINEES NAMED IN PROPOSALS 1 AND 2.
Dated ____________________________
__________________________________
Shareholder (print name)
__________________________________
Shareholder (sign name)
I do ( ) do not ( ) plan to attend
the meeting.
(Please check)
The shareholder signed above
reserves the right to revoke this
Proxy at any time prior to its
exercise by written notice
delivered to the Company's
Secretary at the Company's
corporate offices at 777 - 108th
Avenue N.E., Bellevue, WA 98004,
prior to the Annual Meeting. The
power of the Proxy holders shall
also be suspended if the
shareholder signed above appears
at the Annual Meeting and elects
in writing to vote in person.
