<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1998
REGISTRATION NO. 333- ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------
DATA DIMENSIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
DELAWARE 060852458
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
411-108th Avenue N.E., Suite 2100, Bellevue, Washington 98004 (425) 688-1000
(Address and telephone number of registrant's principal executive offices)
----------------
Larry W. Martin, Chief Executive Officer and President
DATA DIMENSIONS, INC.
411-108thAvenue N.E., Suite 2100, Bellevue, Washington 98004 (425) 688-1000
(Name, address and telephone number of agent for service)
----------------
Copies to:
Bruce A. Robertson
Garvey, Schubert & Barer
1191 Second Avenue, 18th Floor
Seattle, WA 98101-2939
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by the Selling Shareholder.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: [X]
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: [ ]
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 or the earlier effective registration statement for the
same offering: [ ]
If delivery of this Prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED SHARE(1) PRICE(1) FEE
---------- --------- --------- ---
<S> <C> <C> <C> <C>
Common Stock, $.001 par value............ 539,892 $ 16.0625 $ 8,672,015.25 $2,559.00
TOTAL........................................................................................ $2,559.00
=============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
The Index to Exhibits is located at Page III-1
<PAGE> 2
PROSPECTUS
DATA DIMENSIONS, INC.
539,892 SHARES OF COMMON STOCK ($.001 PAR VALUE)
This Prospectus relates to 539,892 shares of Common Stock, $.001 par
value (the "Shares"), of Data Dimensions, Inc. (the "Company"), all or part of
which may be offered from time to time by Eugene M. Stabile, the current holder
of the Shares (the "Selling Shareholder"). All of the Shares that may be offered
hereunder are to be sold for the Selling Shareholder's account, and the Company
will not receive any of the proceeds from such sale or sales.
The Company issued all of the Shares to the Selling Shareholder as
consideration for the Company's acquisition of Pyramid Information Services,
Inc. ("Pyramid") through the merger of DP Acquisition Corporation, a
wholly-owned subsidiary of the Company, with and into Pyramid. The Company
completed its acquisition of Pyramid in November 1997 and subsequently changed
Pyramid's name to Data Dimensions Information Services, Inc. ("DDIS"). The
Company's issuance of the Shares was exempt from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
the exemption set forth in Section 4(2) thereof. The Company is now registering
the Shares in accordance with the terms of that certain Investment Agreement,
dated November 6, 1997, entered into between the Company and the Selling
Shareholder in connection with the Company's acquisition of Pyramid. The Company
has agreed to bear all of the expenses in connection with the registration and
sale of the Shares (other than discounts and commissions paid to
broker-dealers). See "SELLING SHAREHOLDER" and "PLAN OF DISTRIBUTION."
The Company's Common Stock is listed on the NASDAQ National Market under
the symbol "DDIM." On May 6, 1998, the last reported sale price of the Company's
Common Stock as reported on the NASDAQ National Market was $16.00 per share.
THE PURCHASE OF THE SHARES INVOLVES CERTAIN MATERIAL RISKS. SEE "RISK
FACTORS" ON PAGE 3 HEREOF FOR INFORMATION THAT PROSPECTIVE INVESTORS SHOULD
CONSIDER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED
BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE
LAWFULLY MADE.
THE DATE OF THIS PROSPECTUS IS MAY 8, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices located at 7 World Trade Center, Suite 1300,
New York, New York 10048, and at Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661. Copies of such material may also be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
World Wide Web site that contains reports, proxy and information statements, and
other information regarding registrants that file electronically with the
Commission. The address of the World Wide Web Site is http://www.sec.gov. The
Company's Common Stock is listed for quotation on the NASDAQ National Market.
Reports, proxy statements, and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares. This Prospectus, which constitutes part of the Registration
Statement, relates only to the Shares and does not contain all information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding the Company and the Shares, reference is hereby made to
the Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document filed as an exhibit to the Registration Statement are
necessarily summaries of such documents, and in each instance reference is made
to the copy of such document filed as an exhibit to the Registration Statement
for a more complete description of the matters involved. The Registration
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof
may be obtained from such office upon payment of the prescribed fees.
The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference herein (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to
Data Dimensions, Inc., Attention: Chief Financial Officer, 411-108th Avenue
N.E., Suite 2100, Bellevue, Washington 98004, telephone number (425) 688-1000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are incorporated by reference in
this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997 (the "1997 Annual Report") as filed with
the Commission on March 31, 1998;
2. The portions of the Company's Proxy Statement for the 1998 Annual
Meeting of Shareholders, to be held on May 18, 1998, that have
been incorporated by reference in the 1997 Annual Report;
3. The audited financial statements of Pyramid Information Services,
Inc. included as Item 7(a) of the Company's October 30, 1997,
Current Report on Form 8-K; and
4. The description of the Company's Common Stock contained in the
Registration Statement on Form SB-2 (Reg. No. 333-841) filed with
the Commission on February 9, 1996, including all amendments and
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment, which indicates that the
Shares offered hereby have been sold or which deregister the Shares covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference in this Prospectus and made a part hereof from the date of filing of
such documents.
Any statement contained in this Prospectus or in any document
incorporated or deemed to be incorporated by reference herein
-2-
<PAGE> 4
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained in the
Registration Statement and this Prospectus or any other subsequently filed
document that also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
RISK FACTORS
THE SHARES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A HIGH
DEGREE OF RISK. IN DECIDING WHETHER TO PURCHASE ANY OF THE SHARES, PROSPECTIVE
INVESTORS SHOULD CONSIDER, INDIVIDUALLY AND AS A WHOLE, ALL OF THE RISK FACTORS
AND RELATED INFORMATION DESCRIBED IN THE COMPANY'S 1997 ANNUAL REPORT,
SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, THE SECTIONS ENTITLED "FORWARD
LOOKING STATEMENTS AND ASSOCIATED RISKS" ON PAGE 10 THEREOF, AND "OUTLOOK -
ISSUES AND UNCERTAINTIES" ON PAGES 14-15 THEREOF. THE ENTIRE 1997 ANNUAL REPORT
IS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. SEE "INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE" ON PAGE 2 HEREOF.
IN ADDITION, PROSPECTIVE INVESTORS ARE ADVISED THAT THE SHARES OFFERED
HEREUNDER CONSTITUTE APPROXIMATELY 4.2% OF THE TOTAL ISSUED AND OUTSTANDING
COMMON STOCK OF THE COMPANY. THE COMPANY CANNOT PREDICT WHAT EFFECT, IF ANY,
THAT OFFERS OR SALES OF ALL OR PART OF THE SHARES WILL HAVE ON THE PREVAILING
MARKET PRICE FOR THE COMPANY'S COMMON STOCK. OFFERS OR SALES OF SIGNIFICANT
QUANTITIES OF THE COMPANY'S COMMON STOCK, OR THE PERCEPTION THAT SUCH SALES MAY
OCCUR OR HAVE OCCURRED, COULD ADVERSELY AFFECT THE PREVAILING MARKET PRICE FOR
THE COMPANY'S COMMON STOCK.
THE COMPANY
The Company provides high quality knowledge-based and tool-assisted
millennium consulting services. The Company's millennium consulting services are
based on its proprietary millennium consulting process (the "Millennium
Process"). This process consists of a documented set of procedures for resolving
the widespread problems caused by the inability of certain computer systems to
properly interpret dates for the year 2000 and beyond. Data Dimensions began
providing millennium consulting services in 1991 and has specialized in this
service since 1993. The Company's clients consist primarily of large business
and governmental organizations. The Company was incorporated under Delaware law
in 1968.
The Company's experience in analyzing and resolving the millennium
problems of business organizations is incorporated in the Millennium Process,
which enables the Company to develop customized solutions to a client's specific
millennium problems. Through the application of the Millennium Process, the
Company is able to identify, evaluate and select specific software tools that
would be most effective in assisting the client with the millennium update
process. In addition, during this process the Company gains knowledge about all
areas of the client's computer systems, positioning it to provide a broad range
of computer consulting services not related to the millennium problem.
Furthermore, the Company has documented its knowledge base into a series of
proprietary processes and packaged the information in a new media format for
ease of use and distribution. These processes and new media format, designated
as Ardes 2kTM, provide step-by-step procedures to allow specialists to identify
and resolve technology related Year 2000 problems. In 1997, the Company also
developed and commenced sales of a specialized research service, Interactive
Vendor Review, that collects and makes available information on vendor
millennium compliance. These new offerings will support organizations that
desire to perform the Year 2000 work with their internal staff.
In 1997 the Company organized into four divisions to better support its
clients and grow the business. The four divisions are Knowledge Consulting,
Knowledge Transfer, Information Services (formerly Pyramid Information Services)
and International. Each division has a mission to provide services and products
to support a specific market segment. This organization is intended not only to
support the Year 2000 business, but also to formulate strategies for extension
beyond the millennium problem.
SELLING SHAREHOLDER
The following table sets forth certain information with respect to the
Selling Shareholder's beneficial ownership of the Company's Common Stock and the
Shares that may be offered under this Prospectus from time to time. The Selling
Shareholder has not advised the Company whether he will sell all or part of the
Shares pursuant to this Prospectus. Therefore, the Company cannot estimate the
number of Shares that the Selling Shareholder will own, or his percentage
ownership, upon termination of the offering.
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<PAGE> 5
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
SHARES AMOUNT OF SHARES SHARES OWNED SHARES OWNED,
BENEFICIALLY TO BE OFFERED FOR ASSUMING ALL ASSUMING ALL
SHARE- OWNED PRIOR SHAREHOLDER'S REGISTERED REGISTERED
HOLDER TO OFFERING ACCOUNT SHARES ARE SOLD SHARES ARE SOLD
------ ----------- ------- --------------- ---------------
<S> <C> <C> <C> <C>
Eugene M. Stabile 539,892 539,892 0 0%
TOTAL 539,892 539,892 0 0%
</TABLE>
The Selling Shareholder was the co-founder and sole shareholder of
Pyramid Information Services, Inc. ("Pyramid"), a Los Angeles-based company
providing computer processing and management services. The Company acquired
Pyramid in November 1997 and changed Pyramid's name to Data Dimensions
Information Services, Inc. ("DDIS"). The Selling Shareholder served as Pyramid's
Vice-President from 1981 to 1994 and as its President from 1994 until November
1997. The Selling Shareholder is currently the President of DDIS.
PLAN OF DISTRIBUTION
The Selling Shareholder may offer and sell all or part of the Shares
from time to time, and in so doing will act independently of the Company in
making decisions with respect to the timing, manner, and size of each sale. The
Selling Shareholder may effect a distribution of the Shares in one or more of
the following transactions: (a) through brokers acting as principal or agent in
transactions (which may involve block transactions) on the NASDAQ National
Market, in the over-the-counter market, or otherwise, at market prices
obtainable at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices; (b) to underwriters who
acquire the Shares for their own account and resell such Shares in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) directly or through brokers or agents in privately negotiated transactions;
(e) to lenders to whom such Shares may have been pledged as collateral to secure
loans, credit or other financing arrangements upon any subsequent foreclosure,
if any, thereunder; or (f) by any other legally available means. Any Shares
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Underwriters, broker-dealers, and other agents engaged to participate in
an offering pursuant to this Prospectus (as amended or supplemented from time to
time) may receive compensation in the form of underwriting discounts,
concessions, or commissions from the Selling Shareholder or the purchasers of
the Shares for whom they act as agents. The Selling Shareholder and any
underwriters, broker-dealers, or other agents that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act and any profit they realize on the sale of the Shares, and
any discounts, commissions, concessions, or other compensation they receive, may
be deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify the Selling Shareholder and each
underwriter, if any, against certain claims, losses, damages, and liabilities
arising under the Securities Act or the Exchange Act in connection with the
registration of the Shares.
The Selling Shareholder has advised the Company that, as of the date
hereof, the Selling Shareholder has not made any arrangement with any
underwriter, broker, dealer, or other agent for the sale or distribution of all
or part of the Shares. To the extent required by law, based on information
provided to the Company by the Selling Shareholder, the Company will amend and
supplement this Prospectus from time to time to describe the Selling
Shareholder's specific plan of distribution. The Company has agreed to exercise
its best efforts to keep a registration statement continuously effective until
the first anniversary date thereof.
USE OF PROCEEDS
The proceeds from the sale of the Selling Shareholder's Shares will
belong to the Selling Shareholder. The Company will not receive any of the
proceeds from the Selling Shareholder's sale of the Shares.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Garvey, Schubert & Barer, Seattle, Washington.
-4-
<PAGE> 6
EXPERTS
The audited financial statements of Data Dimensions, Inc. and Pyramid
Information Services, Inc. incorporated by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by BDO Seidman, LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon such
reports given on the authority of said firm as experts in accounting and
auditing.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information ................................................... 2
Incorporation of Certain Information by Reference ....................... 2
Risk Factors ............................................................ 3
The Company ............................................................. 3
Selling Shareholder ..................................................... 3
Plan of Distribution .................................................... 4
Use of Proceeds ......................................................... 4
Legal Matters ........................................................... 4
Experts ................................................................. 5
</TABLE>
-5-
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (other than discounts and commissions paid to
broker-dealers) payable in connection with the sale of the Shares offered hereby
are as follows:
<TABLE>
<S> <C>
SEC registration fee $ 2,559.00
Legal fees and expenses 10,000.00
Accounting fees and expenses 5,000.00
Printing and engraving expenses 1,500.00
Miscellaneous expenses 2,000.00
----------
Total $21,059.00
</TABLE>
The Company will bear all expenses listed above. The Selling Shareholder
will bear all underwriting discounts and selling commissions applicable to the
sale of the Shares. All expenses listed above, other than the SEC registration
fee, are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
generally provides that under certain circumstances a corporation may indemnify
any person who was or is a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or she
is or was a director, officer, employee, or agent of the Company or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement that such person actually and reasonably incurred in
connection with such action, suit, or proceeding, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the Company's best interests and, with respect to any criminal action or
proceeding, has no reasonable cause to believe that his or her conduct was
unlawful.
Article IX of the Company's Second Amended and Restated Bylaws provides
in effect that, subject to certain limited exceptions, the Company shall
indemnify and hold harmless its directors, officers, and employees, and those
persons who serve at the Company's request as directors, officers, or employees
of another corporation, partnership, joint venture, trust, or other enterprise,
to the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended. The Company maintains insurance
policies at its own expense to protect itself and its directors, officers,
employees, agents, and certain other persons against the expenses, liabilities,
and losses described above, whether or not the Company would have the power to
indemnify such persons against such expenses, liabilities, or losses under the
Delaware General Corporation Law. The Company may also enter into
indemnification contracts with individual directors, officers, employees,
agents, and certain other persons that provide for indemnification rights equal
to or greater than the indemnification rights described in Article IX of the
Company's Second Amended and Restated Bylaws.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5.1 Opinion of Garvey, Schubert & Barer
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1)
24.1 Power of Attorney of Lucie J. Fjeldstad
24.2 Power of Attorney of Robert T. Knight
24.3 Power of Attorney of Thomas W. Fife
</TABLE>
II-1
<PAGE> 8
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or most
recent post-effective amendment hereof) which individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, to treat each such post-effective amendment as a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time to be the initial bona
fide offering thereof.
(3) To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold at
the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
an initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to 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 S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington, on May 8, 1998.
Data Dimensions, Inc.
By: /s/ Larry W. Martin
-----------------------------------------
Larry W. Martin, Chief Executive Officer
II-2
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Larry W. Martin Chairman of the Board, Director, May 8, 1998
- ----------------------------- Chief Executive Officer and President
Larry W. Martin (Principal Executive Officer)
/s/ Gordon A. Gardiner Executive Vice President, Chief May 8, 1998
- ----------------------------- Financial Officer and Secretary
Gordon A. Gardiner (Principal Financial and Accounting
Officer)
/s/ * Director May 8, 1998
- -----------------------------
Lucie J. Fjeldstad
/s/ * Director May 8, 1998
- -----------------------------
Thomas W. Fife
/s/ * Director May 8, 1998
- -----------------------------
Robert T. Knight
* By /s/ Gordon A. Gardiner May 8, 1998
-------------------------
Gordon A. Gardiner
Attorney-In-Fact
</TABLE>
II-3
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
- -------------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Garvey, Schubert & Barer III-2
23.1 Consent of BDO Seidman, LLP III-3
23.2 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1) --
24.1 Power of Attorney of Lucie J. Fjeldstad III-4
24.2 Power of Attorney of Robert T. Knight III-5
24.3 Power of Attorney of Thomas W. Fife III-6
</TABLE>
- ----------------
III-1
<PAGE> 1
EXHIBIT 5.1
OPINION OF GARVEY, SCHUBERT & BARER
May 8, 1998
Data Dimensions, Inc.
411 108th Avenue N.E.
Suite 2100
Bellevue, Washington 98004
RE: FORM S-3 REGISTRATION STATEMENT
Gentlemen:
We have acted as counsel for Data Dimensions, Inc. (the "Company") in
connection with the filing of a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
up to 539,892 shares of common stock (the "Shares") of the Company, $.001 par
value, to be sold from time to time by Eugene M. Stabile, the current holder of
the Shares (the "Selling Shareholder").
We have reviewed those documents, corporate records, and other
instruments we have deemed necessary for the purposes of this opinion. As to
matters of fact which have not been independently established, we have relied
upon representations of the Company's officers. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons
executing such documents, and the conformity to original documents of all
documents submitted to us as copies.
Based on the foregoing, and subject to the assumptions and limitations
set forth herein, it is our opinion that, under the corporate laws of the State
of Delaware, the Shares to be offered and sold by the Selling Shareholder have
been duly authorized under the Company's Articles of Incorporation and are
validly issued, fully paid, and nonassessable securities of the Company.
This opinion is dated as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under Item 5 in the
Registration Statement.
Sincerely,
/s/ Garvey, Schubert & Barer
GARVEY, SCHUBERT & BARER
III-2
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated February 17, 1998, relating to the consolidated financial statements of
Data Dimensions, Inc. in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1997, and of our report dated September 12,1997,
relating to the financial statements of Pyramid Information Services, Inc.
included in Data Dimensions, Inc.'s October 30, 1997, Current Report on Form
8-K. We also consent to the reference to our firm under the heading "EXPERTS" in
such Prospectus.
BDO Seidman, LLP
/s/ BDO Seidman, LLP
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Seattle, Washington
May 7, 1998
III-3
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY OF LUCIE J. FJELDSTAD
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Lucie J.
Fjeldstad, hereby constitutes and appoints Larry W. Martin or Gordon A. Gardiner
her true and lawful attorney-in-fact and agent, for her and her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-3
of Data Dimensions, Inc., a Delaware corporation, and any amendments or
supplements thereto, and to file this Power of Attorney and the Form S-3, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission and the Nasdaq National Market System,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may do or cause to be done by virtue hereof.
Dated this 29th day of April, 1998.
Signature:
/s/ Lucie J. Fjeldstad
- -------------------------------
Lucie J. Fjeldstad
III-4
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY OF ROBERT T. KNIGHT
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Robert T. Knight,
hereby constitutes and appoints Larry W. Martin or Gordon A. Gardiner his true
and lawful attorney-in-fact and agent, for him and his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 of Data
Dimensions, Inc., a Delaware corporation, and any amendments or supplements
thereto, and to file this Power of Attorney and the Form S-3, with all exhibits
thereto, and other documents in connection therewith with the Securities and
Exchange Commission and the Nasdaq National Market System, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may do or
cause to be done by virtue hereof.
Dated this 30th day of April, 1998.
Signature:
/s/ Robert T. Knight
- -------------------------------
Robert T. Knight
III-5
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY OF THOMAS W. FIFE
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Thomas W. Fife,
hereby constitutes and appoints Larry W. Martin or Gordon A. Gardiner his true
and lawful attorney-in-fact and agent, for him and his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-3 of Data
Dimensions, Inc., a Delaware corporation, and any amendments or supplements
thereto, and to file this Power of Attorney and the Form S-3, with all exhibits
thereto, and other documents in connection therewith with the Securities and
Exchange Commission and the Nasdaq National Market System, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may do or
cause to be done by virtue hereof.
Dated this 30th day of April, 1998.
Signature:
/s/ Thomas W. Fife
- -------------------------------
Thomas W. Fife
III-6
