<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE __, 1999
REGISTRATION NO. 33- _______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DATA DIMENSIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-085248
(State of Incorporation) (I.R.S. Employer Identification No.)
---------------
DATA DIMENSIONS, INC. 1997 STOCK OPTION PLAN, AS AMENDED
DATA DIMENSIONS, INC. NONSTATUTORY STOCK OPTION AGREEMENTS
(Full Title of the Plans)
Peter A. Allen, President
Data Dimensions, Inc.
One Bellevue Center
411 - 108th Avenue NE, Suite 2100
Bellevue, Washington 98004
(425) 688-1000
(Name, Address and Telephone Number of Agent for Service)
---------------
COPY TO:
Bruce A. Robertson
GARVEY, SCHUBERT & BARER
1191 Second Avenue, 18th Floor
Seattle, Washington 98101-2939
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Data Dimensions, Inc. 1997 Stock 1,500,000 $ 3.78(2) $6,000,000(2) $1,576.26
Option Plan, as amended, Common
Stock, $.001 par value per share
Data Dimensions, Inc. Nonstatutory 400,000 $13.25(3) $5,300,000(3) $1,473.40
Stock Option Agreements, Common
Stock, $.001 par value per share
TOTAL: $3,049.66
======================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also covers any additional shares of
Common Stock that become issuable under the Data Dimensions, Inc. 1997
Stock Option Plan, as amended, and the Data Dimensions, Inc. Nonstatutory
Stock Option Agreements, dated December 7, 1998, as the result of any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The
price per share is estimated to be $3.78 based on the average of the high
($3.938) and low ($3.625) sales prices for the Common Stock on the NASDAQ
National Market on June 8, 1999.
(3) Estimated solely for the purpose of calculating the registration fees of
the Securities Act of 1933, as amended, based on the exercise price of the
options, granted as of the date of filing this Registration Statement.
<PAGE> 2
The Data Dimensions, Inc. 1997 Stock Option Plan, as amended (the "1997
Plan"), authorizes the issuance of a maximum of 2,500,000 shares of the Common
Stock of Data Dimensions, Inc. (the "Company"), of which 1,500,000 shares are
being registered hereunder. A registration statement on Form S-8 registering
1,000,000 shares issuable under the 1997 Plan was filed by the registrant on
January 2, 1998 (file no. 333-43685). As of May 19, 1999, options to purchase
784,300 shares of the Company's Common Stock were outstanding, no shares of the
Company's Common Stock had been issued upon exercise of options granted under
the 1997 Plan, and options to purchase 1,715,700 shares of the Company's Common
Stock were available for future grants under the 1997 Plan.
In connection with the initial employment of Peter A. Allen as the
Company's President and Chief Executive Officer, the Company granted stock
options to Mr. Allen (the "Allen Options") exercisable for a total of 400,000
shares of the Company's Common Stock. The Allen Options were not granted
pursuant to the 1997 Plan. The terms of the Allen Options are set forth in two
Nonstatutory Stock Option Agreements, each dated December 7, 1998. As of May 19,
1999, no shares had been issued as the result of exercise of any portion of the
Allen Options.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Data Dimensions, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 1998.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form SB-2 filed on February 9, 1996 (Registration No.
333-841), including all amendments and reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Delaware General Corporation Law ("DGCL") a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust of other enterprise,
against expenses (including attorneys' fees), judgments, fines and
-1-
<PAGE> 3
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The DGCL permits similar indemnification in the case of derivative
actions, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability and in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Indemnification for settlement of a suit by or in the right of the corporation
is not permitted under the DGCL. A director, officer, employee or agent who is
successful, on the merits or otherwise, in defense of any proceeding subject to
the DGCL's indemnification provisions must be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys' fees.
The Company's Bylaws provide, in substance, that each person made a
party or threatened to be made a party to any type of proceeding, by reason of
the fact that he or she is or was a director or officer of the Company or that,
being or having been such a director or officer or an employee of the Company,
he or she is or was serving at the request of an executive officer of the
Company as a director, officer, employee or agent of another corporation, will
be indemnified and held harmless by the Company to the full extent permitted by
the DGCL, against all expense, liability and loss actually and reasonably
incurred by such person in connection therewith. In certain cases, the
indemnified party will be entitled to the advancement of certain expenses
relating to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Data Dimensions, Inc. 1997 Stock Option Plan (incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996)
4.2 First Amendment to Data Dimensions, Inc. 1997 Stock Option Plan
4.3 Nonstatutory Stock Option Agreement, between the Registrant and
Peter A. Allen, dated December 7, 1998
4.4 Nonstatutory Stock Option Agreement, between the Registrant and
Peter A. Allen, dated December 7, 1998
5.1 Opinion of Garvey, Schubert & Barer regarding legality of the
Common Stock being registered
23.1 Consent of BDO Seidman, LLP, Independent Certified Public
Accountants
23.2 Consent of PricewaterhouseCoopers, LLP, Independent Certified
Public Accountants
23.3 Consent of Garvey, Schubert & Barer (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney of Thomas W. Fife
</TABLE>
-2-
<PAGE> 4
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
24.2 Power of Attorney of Lucie J. Fjeldstad
24.3 Power of Attorney of Robert T. Knight
24.4 Power of Attorney of Larry W. Martin
</TABLE>
ITEM 9. 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(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) above do 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
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 the 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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
-3-
<PAGE> 5
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-8 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 the 8th day of
June, 1999.
DATA DIMENSIONS, INC.
By: /s/ Peter A. Allen
----------------------------------------
Peter A. Allen
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 8th day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Peter A. Allen Chief Executive Officer, President, Director
- ---------------------------------- (Principal executive officer)
Peter A. Allen
/s/ Gordon A. Gardiner Chief Financial Officer
- ---------------------------------- (Principal financial and accounting officer)
Gordon A. Gardiner
* /s/ Thomas W. Fife Director
- ----------------------------------
Thomas W. FIfe
* /s/ Lucie J. Fjeldstad Director
- ----------------------------------
Lucie J. Fjeldstad
* /s/ Robert T. Knight Director
- ----------------------------------
Robert T. Knight
* /s/ Larry W. Martin Director
- ----------------------------------
Larry W. Martin
/s/ Gordon A. Gardiner Attorney-In-Fact
- ----------------------------------
Gordon A. Gardiner
</TABLE>
-4-
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Data Dimensions, Inc. 1997 Stock Option Plan (incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996)
4.2 First Amendment to Data Dimensions, Inc. 1997 Stock Option Plan
4.3 Nonstatutory Stock Option Agreement, between the Registrant and
Peter A. Allen, dated December 7, 1998
4.4 Nonstatutory Stock Option Agreement, between the Registrant and
Peter A. Allen, dated December 7, 1998
5.1 Opinion of Garvey, Schubert & Barer regarding legality of the
Common Stock being registered
23.1 Consent of BDO Seidman, LLP, Independent Certified Public
Accountants
23.2 Consent of PricewaterhouseCoopers, LLP, Independent Certified
Public Accountants
23.3 Consent of Garvey, Schubert & Barer (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney of Thomas W. Fife
24.2 Power of Attorney of Lucie J. Fjeldstad
24.3 Power of Attorney of Robert T. Knight
24.4 Power of Attorney of Larry W. Martin
</TABLE>
-5-
<PAGE> 1
EXHIBIT 4.2
First Amendment to Data Dimensions, Inc. 1997 Stock Option Plan, as
adopted by the Board of Directors on April 2, 1999 and approved by the
shareholders on May 18, 1999.
1. Section 4.1 of the Data Dimensions, Inc. 1997 Stock Option Plan is
hereby amended to provide for the option and sale in the aggregate of up to
2,500,000 shares of Common Stock.
<PAGE> 1
EXHIBIT 4.3
DATA DIMENSIONS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
Data Dimensions, Inc., a Delaware corporation (the "Corporation"),
through its Board of Directors, has granted to Peter A. Allen ("Optionee") an
option (the "Option") to purchase 50,000 shares of the Corporation's Common
Stock (the "Option Shares") at a price of $13.25 per share (the "Option Price").
The Option has been granted to Optionee on December 7, 1998 (the "Grant Date").
1. NATURE OF THE OPTION. The Option is a nonstatutory option and is not
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. DATE EXERCISABLE; VESTING.
2.1 The Option shall become fully exercisable at the end of the
twelve (12) month period of Optionee's continuous employment with the
Corporation following the Grant Date (the "Vesting Date"). The right to purchase
the Option Shares shall continue for a period of five (5) years from the Vesting
Date. Subject to earlier termination as provided in Section 4 below, any portion
of the Option Shares not exercised at the close of business on the fifth (5th)
anniversary of the Vesting Date shall thereafter be cancelled and Optionee shall
have no further right to purchase such cancelled Option Shares.
2.2 In the event Optionee for any reason ceases to be an employee of
the Corporation prior to the Vesting Date, whether by dismissal, resignation,
death, disability or otherwise, the Option shall not be exercisable.
2.3 The Option shall become immediately exercisable for the full
number of Option Shares upon the occurrence of an event whereby any person or
entity, including any "person" as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the
"beneficial owner," as defined in the Exchange Act, of Common Stock representing
fifty percent (50%) or more of the combined voting power of voting securities of
the Corporation.
3. EXERCISE OF OPTION.
3.1 The Option may be exercised in whole or in part by delivery to
the Corporation, from time to time, of written notice, signed by Optionee,
specifying the number of Option Shares that Optionee then desires to purchase,
together with cash or check payable to the order of the Corporation, or other
form of payment acceptable to the Corporation's Board of Directors, for an
amount of United States dollars equal to the Option Price of such Option Shares.
3.2 As soon as practicable after any exercise in whole or in part of
the Option by Optionee, the Corporation shall deliver to Optionee or, at
Optionee's request, Optionee's designated broker, a certificate or certificates
for the number of shares of Common Stock with respect to which the Option was so
exercised, registered in Optionee's name.
4. DURATION OF OPTION. The Option, to the extent not previously
exercised, shall terminate upon the earliest of the following dates:
4.1 The close of business on the fifth (5th) anniversary of the
Vesting Date;
4.2 Three (3) months after the date of Optionee's termination of
employment with the Corporation, in the event such termination is for any reason
other than Optionee's disability (as defined in the Employment Agreement between
Optionee and the Corporation) or death;
<PAGE> 2
4.3 One year after Optionee's termination of employment, if such
termination is by reason of Optionee's disability (as defined in the Employment
Agreement between Optionee and the Corporation) or death;
4.4 The date of any sale, transfer or hypothecation, or any attempted
sale, transfer or hypothecation, of such Option in violation of Section 5; or
4.5 Upon the occurrence of any Terminating Event as defined in the
Corporation's 1997 Stock Option Plan, as such Plan may be amended from time to
time (the "1997 Plan").
5. NONTRANSFERABILITY.
5.1 The Option is not transferable by Optionee otherwise than by
testamentary will, the laws of descent and distribution, or qualified domestic
relations order (as defined in the Plan) and, during Optionee's lifetime, may be
exercised only by Optionee or Optionee's guardian or legal representative or the
transferee pursuant to a qualified domestic relations order. No assignment or
transfer of the Option, whether voluntary, involuntary, or by operation of law
or otherwise, except by testamentary will, the laws of descent and distribution,
or qualified domestic relations order, shall vest in the assignee or transferee
any interest or right, but immediately upon any attempt to assign or transfer
the Option, the Option shall terminate and be of no further force or effect.
5.2 Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances when the provision should logically be construed
to apply to the Optionee's guardian, legal representative, executor,
administrator, or the person or persons to whom the Option may be transferred by
testamentary will, the laws of descent and distribution, or qualified domestic
relations order, the word "Optionee" shall be deemed to include such person or
persons.
6. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Optionee shall not be
deemed for any purpose to be a shareholder of the Corporation with respect to
any Option Shares as to which the Option has not been exercised.
7. ADJUSTMENTS UPON RECAPITALIZATION OR REORGANIZATION.
7.1 In the event of a material alteration in the capital structure of
the Corporation on account of a recapitalization, stock split, reverse stock
split, stock dividend or otherwise, the Option shall be subject to adjustment by
the Board of Directors on the same basis that options issued pursuant to the
1997 Plan are adjusted as a result of such event.
7.2 In the event of a reorganization, as defined in the 1997 Plan,
the Option shall be assumed or an option substituted therefor on the same basis
that options issued pursuant to the 1997 Plan are assumed or substituted for as
a result of such reorganization.
8. MISCELLANEOUS PROVISIONS.
8.1 TAXATION UPON EXERCISE OF OPTION. Optionee understands that
pursuant to certain provisions of the Code, upon exercise of the Option,
Optionee may recognize income for tax purposes in an amount equal to the excess
of the then fair market value of the Option Shares over the Option Price. The
Corporation may be required to withhold tax from Optionee's current compensation
with respect to such income; to the extent that Optionee's current compensation
is insufficient to satisfy the withholding tax liability, the Company may
require the Optionee to make a cash payment to cover such liability as a
condition of exercise of the Option.
8.2 GOVERNING LAW. This Agreement shall be administered, interpreted
and enforced under the internal laws of the State of Washington, without regard
to conflicts of laws thereof.
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the Date of Grant.
OPTIONEE: CORPORATION:
DATA DIMENSIONS, INC.
/s/ Peter A. Allen By: /s/ Gordon A. Gardiner
- ---------------------------- -------------------------------
Peter A. Allen Name: GORDON A. GARDINER
Title: EVP & CFO
By her signature below, the spouse of the Optionee acknowledges that she
has read this Agreement and Plan and is familiar with the terms and provisions
thereof, and agrees to be bound by all the terms and conditions of said
Agreement and said Plan.
/s/ Ellen Allen
-----------------------------------
Ellen Allen
Dated: 3/9/99
----------------------------
<PAGE> 1
EXHIBIT 4.4
DATA DIMENSIONS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
Data Dimensions, Inc., a Delaware corporation (the "Corporation"),
through its Board of Directors, has granted to Peter A. Allen ("Optionee") an
option (the "Option") to purchase 350,000 shares of the Corporation's Common
Stock (the "Option Shares") at a price of $13.25 per share (the "Option Price").
The Option has been granted to Optionee on December 7, 1998 (the "Grant Date").
1. NATURE OF THE OPTION. The Option is a nonstatutory option and is not
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. DATE EXERCISABLE; VESTING.
2.1 The Option shall become exercisable as to twenty-five percent
(25%) of the total number of Option Shares at the end of the twelve (12) month
period of Optionee's continuous employment with the Corporation following the
Grant Date. The Option shall thereafter become exercisable as to an additional
twenty-five percent (25%) of the total number of Option Shares at the end of
each subsequent twelve (12) month period of Optionee's continuous employment
with the Corporation. (Each such end date is referred to as a "Vesting Date,"
and each such 25% increment is referred to as an "Installment.") The right to
purchase any Installment or portion thereof shall continue for a period of five
(5) years from the Vesting Date for such Installment. Subject to earlier
termination as provided in Section 4 below, any portion of an Installment not
exercised at the close of business on the fifth (5th) anniversary of the Vesting
Date for such Installment shall thereafter be cancelled and Optionee shall have
no further right to purchase such cancelled Option Shares.
2.2 In the event Optionee for any reason ceases to be an employee of
the Corporation, whether by dismissal, resignation, death, disability or
otherwise, the Option shall be exercisable thereafter only to the extent
Optionee was entitled to exercise it at the date of termination of employment.
2.3 The Option shall become immediately exercisable for the full
number of Option Shares upon the occurrence of an event whereby any person or
entity, including any "person" as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the
"beneficial owner," as defined in the Exchange Act, of Common Stock representing
fifty percent (50%) or more of the combined voting power of voting securities of
the Corporation.
3. EXERCISE OF OPTION.
3.1 The Option may be exercised in whole or in part by delivery to
the Corporation, from time to time, of written notice, signed by Optionee,
specifying the number of Option Shares that Optionee then desires to purchase,
together with cash or check payable to the order of the Corporation, or other
form of payment acceptable to the Corporation's Board of Directors, for an
amount of United States dollars equal to the Option Price of such Option Shares.
3.2 As soon as practicable after any exercise in whole or in part of
the Option by Optionee, the Corporation shall deliver to Optionee or, at
Optionee's request, Optionee's designated broker, a certificate or certificates
for the number of shares of Common Stock with respect to which the Option was so
exercised, registered in Optionee's name.
4. DURATION OF OPTION. The Option, to the extent not previously
exercised, shall terminate upon the earliest of the following dates:
4.1 The date on which all Installments have been cancelled as
provided in Section 2.1 above;
<PAGE> 2
4.2 Three (3) months after the date of Optionee's termination of
employment with the Corporation, in the event such termination is for any reason
other than Optionee's disability (as defined in the Employment Agreement between
Optionee and the Corporation) or death;
4.3 One year after Optionee's termination of employment, if such
termination is by reason of Optionee's disability (as defined in the Employment
Agreement between Optionee and the Corporation) or death;
4.4 The date of any sale, transfer or hypothecation, or any attempted
sale, transfer or hypothecation, of such Option in violation of Section 5; or
4.5 Upon the occurrence of any Terminating Event as defined in the
Corporation's 1997 Stock Option Plan, as such Plan may be amended from time to
time (the "1997 Plan").
5. NONTRANSFERABILITY.
5.1 The Option is not transferable by Optionee otherwise than by
testamentary will, the laws of descent and distribution, or qualified domestic
relations order (as defined in the Plan) and, during Optionee's lifetime, may be
exercised only by Optionee or Optionee's guardian or legal representative or the
transferee pursuant to a qualified domestic relations order. No assignment or
transfer of the Option, whether voluntary, involuntary, or by operation of law
or otherwise, except by testamentary will, the laws of descent and distribution,
or qualified domestic relations order, shall vest in the assignee or transferee
any interest or right, but immediately upon any attempt to assign or transfer
the Option, the Option shall terminate and be of no further force or effect.
5.2 Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances when the provision should logically be construed
to apply to the Optionee's guardian, legal representative, executor,
administrator, or the person or persons to whom the Option may be transferred by
testamentary will, the laws of descent and distribution, or qualified domestic
relations order, the word "Optionee" shall be deemed to include such person or
persons.
6. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Optionee shall not be
deemed for any purpose to be a shareholder of the Corporation with respect to
any Option Shares as to which the Option has not been exercised.
7. ADJUSTMENTS UPON RECAPITALIZATION OR REORGANIZATION.
7.1 In the event of a material alteration in the capital structure of
the Corporation on account of a recapitalization, stock split, reverse stock
split, stock dividend or otherwise, the Option shall be subject to adjustment by
the Board of Directors on the same basis that options issued pursuant to the
1997 Plan are adjusted as a result of such event.
7.2 In the event of a reorganization, as defined in the 1997 Plan,
the Option shall be assumed or an option substituted therefor on the same basis
that options issued pursuant to the 1997 Plan are assumed or substituted for as
a result of such reorganization.
8. MISCELLANEOUS PROVISIONS.
8.1 TAXATION UPON EXERCISE OF OPTION. Optionee understands that
pursuant to certain provisions of the Code, upon exercise of the Option,
Optionee may recognize income for tax purposes in an amount equal to the excess
of the then fair market value of the Option Shares over the Option Price. The
Corporation may be required to withhold tax from Optionee's current compensation
with respect to such income; to the extent that Optionee's current compensation
is insufficient to satisfy the withholding tax liability, the Company may
require the Optionee to make a cash payment to cover such liability as a
condition of exercise of the Option.
8.2 GOVERNING LAW. This Agreement shall be administered, interpreted
and enforced under the internal laws of the State of Washington, without regard
to conflicts of laws thereof.
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the Date of Grant.
OPTIONEE: CORPORATION:
DATA DIMENSIONS, INC.
/s/ Peter A. Allen By: /s/ Gordon A. Gardiner
- ---------------------------- -------------------------------
Peter A. Allen Name: GORDON A. GARDINER
Title: EVP & CFO
By her signature below, the spouse of the Optionee acknowledges that she
has read this Agreement and Plan and is familiar with the terms and provisions
thereof, and agrees to be bound by all the terms and conditions of said
Agreement and said Plan.
/s/ Ellen Allen
-----------------------------------
Ellen Allen
Dated: 3/9/99
----------------------------
OPTIONEE: CORPORATION:
DATA DIMENSIONS, INC.
/s/ Peter A. Allen By: /s/ Gordon A. Gardiner
- ---------------------------- -------------------------------
Peter A. Allen Name: GORDON A. GARDINER
Title: EVP & CFO
By her signature below, the spouse of the Optionee acknowledges that she
has read this Agreement and Plan and is familiar with the terms and provisions
thereof, and agrees to be bound by all the terms and conditions of said
Agreement and said Plan.
/s/ Ellen Allen
-----------------------------------
Ellen Allen
Dated: 3/9/99
----------------------------
<PAGE> 1
EXHIBIT 5.1
Data Dimensions, Inc.
One Bellevue Center
411 - 108th Avenue NE, Suite 2100
Bellevue, Washington 98004
RE: 1,900,000 SHARES OF COMMON STOCK ($.001 PAR VALUE PER SHARE) OF DATA
DIMENSIONS, INC. (THE "COMPANY")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 1,500,000 shares of
Common Stock, $.001 par value per share, which are to be issued pursuant to the
Data Dimensions, Inc. 1997 Stock Option Plan, as amended (the "Plan"), and
400,000 shares of Common Stock, $.001 par value per share, which are to be
issued pursuant to Nonstatutory Stock Option Agreements, dated December 7, 1998,
between the Company and Peter A. Allen (the "Options") (such 1,900,000 shares
are collectively referred to herein as the "Shares"). We have examined the
Registration Statement and such other documents and records of the Company, as
we have deemed relevant and necessary for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that,
upon the due execution by the Company and the registration by its registrar of
the Shares and the issuance thereof by the Company in accordance with the terms
of the Plan and the Options, and the receipt of consideration therefor in
accordance with the terms of the Plan and the Options, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
GARVEY, SCHUBERT & BARER
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Data Dimensions, Inc.
One Bellevue Center
411 - 108th Avenue NE, Suite 2100
Bellevue, Washington
RE: DATA DIMENSIONS, INC. FORM S-8
We hereby consent to the incorporation by reference in Registration
Statement on Form S-8 of Data Dimensions, Inc. our report dated February 17,
1998, appearing on page F-2 of Data Dimensions, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998.
BDO SEIDMAN, LLP
Seattle, Washington
June 10, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999 relating to the
financial statements and financial statement schedules of Data Dimensions, Inc.,
which appears in on page F-2 of Data Dimensions, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Seattle, Washington
June 10, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Gordon A. Gardiner and Peter A. Allen, or either of them, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Data Dimensions, Inc.
(the "Company"), a registration statement on Form S-8,
registering 1,500,000 shares of the Company's Common Stock
issuable upon exercise of options granted pursuant to the Data
Dimensions, Inc. 1997 Stock Option Plan, as amended, and 400,000
shares of Common Stock issuable upon exercise of options granted
to Peter A. Allen;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such registration statement on Form S-8 and timely
file such registration statement with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of May, 1999.
/s/ Thomas W. Fife
-----------------------------------
Thomas W. Fife
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Gordon A. Gardiner and Peter A. Allen, or either of them, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Data Dimensions, Inc.
(the "Company"), a registration statement on Form S-8,
registering 1,500,000 shares of the Company's Common Stock
issuable upon exercise of options granted pursuant to the Data
Dimensions, Inc. 1997 Stock Option Plan, as amended, and 400,000
shares of Common Stock issuable upon exercise of options granted
to Peter A. Allen;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such registration statement on Form S-8 and timely
file such registration statement with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of May, 1999.
/s/ Lucie J. Fjeldstad
------------------------------------
Lucie J. Fjeldstad
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Gordon A. Gardiner and Peter A. Allen, or either of them, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Data Dimensions, Inc.
(the "Company"), a registration statement on Form S-8,
registering 1,500,000 shares of the Company's Common Stock
issuable upon exercise of options granted pursuant to the Data
Dimensions, Inc. 1997 Stock Option Plan, as amended, and 400,000
shares of Common Stock issuable upon exercise of options granted
to Peter A. Allen;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such registration statement on Form S-8 and timely
file such registration statement with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of May, 1999.
/s/ Robert T. Knight
-----------------------------------
Robert T. Knight
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Gordon A. Gardiner and Peter A. Allen, or either of them, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Data Dimensions, Inc.
(the "Company"), a registration statement on Form S-8,
registering 1,500,000 shares of the Company's Common Stock
issuable upon exercise of options granted pursuant to the Data
Dimensions, Inc. 1997 Stock Option Plan, as amended, and 400,000
shares of Common Stock issuable upon exercise of options granted
to Peter A. Allen;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such registration statement on Form S-8 and timely
file such registration statement with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of May, 1999.
/s/ Larry W. Martin
-----------------------------------
Larry W. Martin
