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U.S. Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Paragraph 240.14a-11(c) or Paragraph
240.14a-12
DATA DIMENSIONS, INC.
(Name of Registrant as Specified in its Charter)
DATA DIMENSIONS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to the Exchange Act Rule
14a-6(i)(3).
/ / Fee computed per Exchange Act Rules 14a-6(i)(4) and 0-11.
/ / 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.
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PRELIMINARY
DATA DIMENSIONS, INC.
777 - 108TH AVENUE N.E.
SUITE 2070
BELLEVUE, WA 98004
January 19, 1996
Dear Stockholder:
A Special Meeting of Stockholders will be held on Monday, February 12,
1996, at 9:00 a.m. Pacific Time at the offices of Garvey, Schubert & Barer,
located at the following address:
Garvey, Schubert & Barer
1191 Second Avenue, 18th Floor
Seattle, WA 98101
You will find enclosed the Notice of Meeting, the Proxy Statement, and a
Proxy Card. Whether or not you plan to attend this Special Meeting, it is
important that your shares are represented. Therefore, I urge you to please
sign and return the enclosed Proxy Card promptly. Your shares will be voted at
the meeting in accordance with your proxy.
If you have shares in more than one name, or if your stock is registered in
more than one way, you may receive multiple copies of the proxy materials. If
so, please sign and return each Proxy Card you receive so that all of your
shares may be voted. Thank you very much.
Sincerely,
DATA DIMENSIONS, INC.
Larry W. Martin
President
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DATA DIMENSIONS, INC.
777 - 108TH AVENUE N.E.
SUITE 2070
BELLEVUE, WA 98004
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF DATA DIMENSIONS, INC.:
A Special Meeting of Stockholders of Data Dimensions, Inc., a Delaware
corporation (the "Company"), will be held at the offices of Garvey, Schubert &
Barer, 1191 Second Avenue, 18th Floor, Seattle, Washington 98101, at 9:00 a.m.
Pacific Time on February 12, 1996, for the following purposes:
1. To approve a reverse stock split (the "Reverse Stock Split")
that will cause one (1) share of $.001 par value Common Stock (the
"New Common Stock") to be substituted for each three (3) shares of
$.01 par value Common Stock of the Company outstanding immediately
prior to the Reverse Stock Split; the Reverse Stock Split will occur
simultaneously with the closing of a contemplated underwritten public
offering of the Company's New Common Stock; and
2. To approve an amendment of the Certificate of Incorporation
of the Company, as amended, in order (a) to authorize the New Common
Stock, (b) to effect the Reverse Stock Split and to provide a
procedure for payments to shareholders on account of fractional shares
resulting from the same, and (c) to eliminate the authorization of
Preferred Stock and all provisions in the Certificate of Incorporation
related to the Series A Preferred Stock. The proposed form of the
Certificate of Amendment setting forth the proposed amendments to
Article Fourth of the Company's Certificate of Incorporation, as
amended, is attached hereto as Exhibit A.
Stockholders of record at the close of business on January 19, 1996 are the only
stockholders entitled to notice of and to vote at the Special Meeting.
All stockholders are cordially invited to attend the meeting in person. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO SIGN AND RETURN THE
ACCOMPANYING PROXY CARD AS PROMPTLY AS POSSIBLE IN THE PRE-ADDRESSED ENVELOPE
ENCLOSED FOR THAT PURPOSE. Any stockholder attending the meeting may vote in
person even if that stockholder has previously sent in a Proxy Card.
By Order of the Board of Directors
LARRY W. MARTIN
President
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DATA DIMENSIONS, INC.
777 - 108TH AVENUE N.E.
SUITE 2070
BELLEVUE, WA 98004
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and the accompanying Notice of Special Meeting and
proxy/voting instruction card (the "Proxy Card") are being furnished to the
stockholders of Data Dimensions, Inc. (the "Company"), a Delaware corporation,
in connection with the solicitation of proxies by the Company's Board of
Directors for use at the Company's Special Meeting of Stockholders to be held at
the offices of Garvey, Schubert & Barer, located at 1191 Second Avenue, 18th
Floor, Seattle, Washington 98101 on Monday, February 12, 1996 at 9:00 a.m.
Pacific Time, and any adjournment thereof (the "Meeting").
Only stockholders of record at the close of business on January 19, 1996
will be entitled to notice of and to vote at the Meeting. This Proxy Statement
and the accompanying materials are being mailed on or about January 22, 1996 to
all stockholders entitled to notice of and to vote at the Meeting.
In accordance with the Company's Bylaws, the stock transfer records were
compiled at the close of business on January 19, 1996. At that time, the
Company had [6,912,464] shares of Common Stock outstanding and entitled to vote.
Each share of the Company's Common Stock outstanding on the record date is
entitled to one vote per share at the Meeting. The Company's Common Stock
constitutes the only class of securities entitled to notice of and to vote at
the Meeting.
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 of the
Company. Where the stockholder specifies a choice on the proxy as to how his or
her shares are to be voted, the shares will be voted accordingly. If no choice
is specified, the shares will be voted FOR approval of the two proposals to be
voted upon at the meeting.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use, either by written notice filed with the
Secretary or the acting secretary of the Meeting or by oral notice given by the
stockholder to the presiding officer during the Meeting. Any stockholder who
has executed a Proxy Card but is present at the Meeting, and who wishes to vote
in person, may do so by revoking his or her proxy as described in the preceding
sentence. Shares represented by valid Proxy Cards in the form enclosed,
received in time for use at the Meeting and not revoked at or prior to the
Meeting, will be voted at the Meeting. The presence, in person or by proxy, of
the holders of a majority of the outstanding shares of the Company's Common
Stock is necessary to constitute a quorum at the Meeting.
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The affirmative vote of the holders of at least a majority of the shares of
the Company's Common Stock entitled to vote is required to approve the
amendments to the Company's Certificate of Incorporation required to effect the
proposed reverse stock split. With respect to the tabulation of votes on any
matter, abstentions are treated as present or represented and entitled to be
voted at the Meeting, while non-votes are treated as not being present or
represented and therefore not entitled to vote at the Meeting.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Solicitation of proxies by mail may be supplemented by telephone, telegraph, or
personal solicitation by the directors, officers or employees of the Company,
who will not be compensated for any such solicitation. Brokers, nominees and
fiduciaries will be reimbursed for out-of-pocket expenses incurred in obtaining
proxies or authorizations from the beneficial owners of the Company's Common
Stock.
PROPOSED REVERSE STOCK SPLIT AND AMENDMENTS TO CERTIFICATE OF INCORPORATION
The Company's Board of Directors has approved the completion of an
underwritten public offering (the "Public Offering") of up to 2,000,000 shares
(666,667 shares after giving effect to the Reverse Stock Split, as described
below) of the Company's Common Stock. A portion of the shares offered may
consist of shares to be sold by certain existing shareholders of the Company.
The Company has entered into discussions with an investment banking firm (the
"Underwriter") whereby the Underwriter would act as the managing underwriter for
the Public Offering. The Underwriter has recommended that the Company complete
a reverse stock split (the "Reverse Stock Split") whereby one share of $.001 par
value Common Stock (the "New Common Stock") will be substituted for each three
shares of $.01 par value Common Stock of the Company outstanding immediately
prior to the Reverse Stock Split. The Reverse Stock Split will occur
simultaneously with the closing of the Public Offering.
The purpose of the Special Meeting is to obtain shareholder approval for
the Reverse Stock Split and to approve certain amendments to the Company's
Certificate of Incorporation, as amended, required to effect the Reverse Stock
Split and to eliminate the authorization of Preferred Stock. The proposals to
be presented for approval by the shareholders are set forth in the Notice of
Special Meeting of Shareholders enclosed with this Proxy Statement.
PURPOSE OF REVERSE SPLIT. The Board of Directors has determined that the
Public Offering is needed to provide additional working capital needed to expand
the Company's business operations. Approval of the Reverse Stock Split and
related amendments to the Certificate of Incorporation will enable the Company
to proceed with the Public Offering. Representatives of the Underwriter have
advised the Company that the Reverse Stock Split will permit the shares of New
Common Stock to be offered in a price range which is acceptable to prospective
purchasers. There can be no assurance, however, that the Public Offering will
in fact be completed. The Reverse Stock Split will not take effect if the
Public Offering is not completed.
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No fractional shares will be issued upon completion of the Reverse Stock
Split. Instead, shareholders who would otherwise be entitled to receive a
fraction of a share will receive an adjusting cash payment in an amount equal to
such fraction multiplied by the price per share to the public of shares of New
Common Stock sold in the Public Offering.
AMENDMENTS TO CERTIFICATE OF INCORPORATION. The New Common Stock will have
the same rights and preferences as the Company's currently outstanding Common
Stock. The only change is the reduction in par value from $.01 to $.001 per
share, which will have no material effect on the Company or its shareholders.
The proposed amendments to Article Fourth of the Certificate of
Incorporation eliminate the authorization of the issuance of Preferred Stock and
the provisions related to the Series A Preferred Stock. Of the 3,000,000 shares
of Series A Preferred Stock authorized, 2,800,000 shares have been converted to
Common Stock and cannot be reissued. No shares of Preferred Stock are currently
outstanding.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL
OF THE REVERSE STOCK SPLIT AND THE PROPOSED AMENDMENTS TO THE CERTIFICATE OF
INCORPORATION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF
UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of January 3, 1996, certain information
furnished to the Company with respect to ownership of the Company's $.01 par
value Common Stock of (i) each director, (ii) the Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
determined as at the end of the last fiscal year whose total annual salary and
bonus for such fiscal year exceeded $100,000, and any ex-officers for whom
disclosure under this item (ii) would have been provided except for the fact
that the individual was not serving as executive officer at the end of such
fiscal year, (iii) all persons known by the Company to be beneficial owners of
more than 5% of its
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Common Stock, and (iv) all executive officers and directors of the Company as a
group. The following table does not give effect to the Reverse Stock Split.
Number of Shares and
Title of Name and Address of Nature of Benefcial Percent of
Class Beneficial Owner Ownership Class
- -------- ------------------- ------------------ ----------
Common Bay Partners IV
10600 N. DeAnza, #100
Cupertino, CA 95014 1,060,985(1) 15.16%
Common BP IV
10600 N. DeAnza, #100
Cupertino, CA 95014 87,882(2) 1.27%
Common R&W Ventures II
3000 Sand Hill Road
Building 2, #175
Menlo Park, CA 94025 631,809(3)(4) 9.06%
Common Rogers Family Trust
3000 Sand Hill Road
Building 2, #175
Menlo Park, CA 94025 100,000(3) 1.45%
Common Larry W. Martin
777 - 108th Avenue N.E.
Suite 2070
Bellevue, WA 98004 3,092,077(5) 41.32%
Common William H. Parsons
777 - 108th Avenue N.E.
Suite 2070
Bellevue, WA 98004 70,500(6) 1.01%
Common Thomas W. Fife
777 - 108th Avenue N.E.
Suite 2300
Bellevue, WA 98004 2,000(7) *
All Directors and Officers
as a group (3 persons) 3,164,557 41.95%
* Holds less than 1% of the outstanding Common Stock.
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(1) Includes 84,334 shares issuable upon exercise of warrants expiring March 5,
1996.
(2) Includes 7,333 shares issuable upon exercise of warrants expiring March 5,
1996.
(3) Roy L. Rogers controls voting and disposition power over all shares
beneficially owned by R&W Ventures II and Rogers Family Trust, as General
Partner and Trustee, respectively, thereof.
(4) Includes 58,333 shares issuable to R&W Ventures II upon exercise of
warrants expiring March 5, 1996.
(5) Includes 570,000 shares which Mr. Martin has the right to acquire within 60
days of January 19, 1996.
(6) Includes 60,000 shares which Mr. Parsons has the right to acquire within 60
days of January 19, 1996.
(7) Includes 2,000 shares which Mr. Fife has the right to acquire within 60
days of January 19, 1996.
Please return your Proxy Card as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the 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 ensure that you will be represented at this important
meeting.
By Order of the Board of Directors
LARRY W. MARTIN
President
Dated: January __, 1996
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DATA DIMENSIONS, INC.
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
I, Larry W. Martin, President of Data Dimensions, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 242 thereof, DO HEREBY
CERTIFY:
FIRST: That the amendments to the Corporation's Certificate of
Incorporation set forth in the following resolutions have been approved by the
Corporation's Board of Directors and stockholders and were duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
"RESOLVED, that the Certificate of Incorporation of the
Corporation, as amended, be amended by striking Article FOURTH in its
entirety and substituting in lieu and in place thereof the following:
FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
Twenty Million (20,000,000), consisting of Twenty Million
(20,000,000) shares of Common Stock, $.001 par value (the
"Common Stock").
SECOND: On the effective date of this Certificate of Amendment, each three
shares of $.01 par value Common Stock of the Corporation outstanding or issuable
at such time shall be automatically converted into one share of $.001 par value
Common Stock of the Corporation (the "New Common Stock"). No fractional shares
shall be issued in connection with the foregoing reverse stock split. If a
shareholder would, but for the preceding sentence, be entitled to a fraction of
a share, the Corporation shall in lieu thereof make an adjusting cash payment to
such shareholder upon cancellation of the certificates representing such
shareholder's shares in an amount equal to such fraction multiplied by the
public offering price of one share of the Corporation's New Common Stock in the
underwritten public offering completed on or about the effective date of this
Certificate of Amendment.
THIRD: This Certificate of Amendment shall become effective on
_______________, 1996.
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IN WITNESS WHEREOF, Data Dimensions, Inc. has caused this Certificate of
Amendment to be executed and attested by its duly authorized officers on this
_____ day of _______________, 1996.
______________________________________
Larry W. Martin, President
ATTEST:
________________________________
William H. Parsons
Chief Financial Officer
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DATA DIMENSIONS, INC.
Proxy for Special Meeting of Shareholders to be held on February 12, 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 Special Meeting of the Shareholders of Data
Dimensions, Inc. (the "Company") to be held at 9:00 a.m. P.S.T. on Monday,
February 12, 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 January 19, 1996,
with all the powers that the undersigned would possess if he were personally
present.
1. PROPOSAL 1 - To approve a reverse stock split (the "Reverse Stock Split")
whereby one share of $.001 par value Common Stock (the "New Common Stock")
will be substituted for each three shares of $.01 par value Common Stock of
the Company outstanding immediately prior to the Reverse Stock Split; the
Reverse Stock Split will occur simultaneously with the closing of a
contemplated underwritten public offering of the Company's New Common
Stock.
FOR PROPOSAL 1 / / AGAINST PROPOSAL 1 / / ABSTAIN ON PROPOSAL 1 / /
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
PROPOSAL 1
2. PROPOSAL 2 - To approve amendments to Article Fourth of the Company's
Certificate of Incorporation, as amended, in order (a) to authorize the New
Common Stock, (b) to effect the Reverse Stock Split, and (c), to eliminate
the authorization of the Preferred Stock and all provisions in the
Certificate of Incorporation related to the Series A Preferred Stock.
FOR PROPOSAL 2 / / AGAINST PROPOSAL 2 / / ABSTAIN ON PROPOSAL 2 / /
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
PROPOSAL 2
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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
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., Suite 1070,
Bellevue, WA 98004, prior to the Special Meeting.
The power of the Proxy holders shall also be
suspended if the shareholder signed above appears
at the Special Meeting and elects in writing to
vote in person.
