<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1999
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DATA DIMENSIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 060852458
<S> <C>
(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, including Zip code and telephone number, including area
code of registrant's
principal executive offices)
Gordon A. Gardiner, Executive Vice President and Chief Financial Officer
DATA DIMENSIONS, INC.
411-108th Avenue N.E., Suite 2100, Bellevue, Washington 98004 (425)
688-1000 (Name, address and telephone number of agent for service)
---------
Copies to:
Bruce A. Robertson, Esq.
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 Shareholders.
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, 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, 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 of the earlier effective registration statement for
the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to Proposed maximum Proposed maximum
TITLE OF EACH CLASS OF SECURITIES be offering price per Aggregate AMOUNT OF
TO BE REGISTERED registered share (1) offering price (1) REGISTRATION FEE
---------------- ---------- --------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value.......... 463,779 $4.72 $2,189,036.88 $608.55
TOTAL.................................. $608.55
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and is based on the
average of the high and low prices reported on NASDAQ National Market System on
March 9, 1999.
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
<PAGE> 2
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
<PAGE> 3
PROSPECTUS
DATA DIMENSIONS, INC.
463,779 SHARES OF COMMON STOCK
The shareholders listed below in this Prospectus are offering and
selling up to 463,779 shares of our Common Stock, $.001 par value per share,
under this Prospectus.
The Company, DS Acquisition Corporation (a wholly-owned subsidiary of
the Company), ST Labs, Inc. and two principal shareholders of ST Labs, Inc.
entered into a merger agreement on March 28, 1998. The merger agreement provided
that DS Acquisition would be merged into ST Labs with ST Labs as the surviving
corporation. The merger was completed on August 6, 1998. As a result of the
merger, ST Labs became a wholly-owned subsidiary of the Company. The selling
shareholders acquired their shares of Common Stock from us directly in
connection with the merger. We explain the merger in more detail below.
On February 1, 1999, ST Labs was merged into the Company. The business
of ST Labs is now conducted by the Company along with its other testing services
business.
Our Common Stock is listed on the NASDAQ National Market under the
symbol "DDIM."
The selling shareholders will sell their shares of Common Stock on the
NASDAQ National Market at prevailing market prices. We will not receive any
proceeds from the sale of the shares of Common Stock by the selling
shareholders.
INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3.
Our principal executive offices are located at 411-108th Avenue N.E.,
Suite 2100, Bellevue, Washington 98004, and our telephone number is (425)
688-1000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MARCH 9, 1999.
<PAGE> 4
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any of these documents at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the Public Reference Room. You can also request copies of these
documents, upon the payment of a duplication fee, by writing to the SEC's Public
Reference Section. Our SEC filings are also available to the public at the SEC's
Internet website at http://www.sec.gov.
This Prospectus is part of a Registration Statement that we filed with
the SEC. The Registration Statement, including exhibits, contains more
information than this Prospectus regarding the Company and its Common Stock. You
can get a copy of the Registration Statement from the SEC at the address as
noted above or from its Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate into this Prospectus information we
file with it in other documents. This means we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Prospectus. Information incorporated into this Prospectus may be
modified or superseded by information in this Prospectus. Conversely, any
information we file with the SEC after the date of this Prospectus will update
and supersede this information. We incorporate by reference the documents listed
below and any of our future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(a) of the Securities Exchange Act of 1934 until we terminate the
offering of these shares.
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2. Our Current Report on Form 8-K dated August 7, 1998.
3. The description of the Company's Common Stock set forth in the
Registration Statement on Form SB-2 (Reg. No. 333-841) filed
by the Company with the SEC on February 9, 1996, and any
amendment or report filed for the purpose of updating any such
description.
You may request a copy of any of these filings at no cost, by writing
or telephoning, the Chief Financial Officer, Data Dimensions, Inc., 411 - 108th
Avenue N.E., Suite 2100, Bellevue, Washington 98004, telephone number (425)
688-1000.
You should rely only on the information contained in or incorporated by
reference in this document. We have not authorized anyone to provide you with
information that is different. You should not assume that the information in
this Prospectus is accurate as of any date other than the date on the front of
this Prospectus.
INFORMATION CONCERNING FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements are typically identified by the words
"believe," "expect," "anticipate," "intend," "estimate," and similar
expressions. We caution you not to place undue reliance on these forward-looking
statements, which speak only as of their dates. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including the specific matters set forth in the Risk
Factors section and elsewhere in this Prospectus. These and other factors are
described in more detail in:
* This Prospectus under "Risk Factors";
* Our Annual Report on Form 10-K for the year ended December 31, 1998 in
the sections of Management's Discussion and Analysis of Financial
Condition and Results of Operations titled "Forward Looking -
Statements and Associated Risks," "Overview," "Liquidity and Capital
Resources," and "Outlook - Issues and Uncertainties."
These statements are based on numerous assumptions regarding future
events, including among others (i) the potential market related to the
millennium problem and the anticipated growth in that market; (ii) anticipated
trends in our financial condition and results of operations; (iii) business
strategies for expanding our presence in the computer sciences industry; and
(iv) our ability to distinguish the Company from its current and future
competitors. We cannot assure you that the facts underlying these assumptions
will provide to be accurate or that actual results will not differ materially
from those currently anticipated.
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<PAGE> 5
RISK FACTORS
We do not provide forecasts of our future financial performance.
Although our management is optimistic about our long-term prospects, you should
consider the following risks, among others, before making a decision to purchase
shares of our Common Stock.
Fluctuations in Quarterly Operating Results
Our revenues and operating results have varied, and may continue to
vary, from quarter to quarter due to a number of factors, some of which are not
within our control. These factors include the following:
- - The number and requirements of client engagements;
- - Employee productivity rates;
- - Our ability to retain key personnel;
- - Our ability to develop, introduce and successfully market new and
enhanced products and services; and
- - General economic conditions, which may affect client decisions
regarding the extent and timing of investments in their information
systems.
In addition, one or more of our clients may unexpectedly terminate
their contracts with us or decide not to proceed with subsequent project stages.
Any such developments could materially reduce our revenues, productivity rates
and profits.
Factors that affect our gross margins from quarter to quarter include
the following:
- - The number and project phase of services provided during a particular
period;
- - Employee productivity rates;
- - Staffing mix; and
- - Salary and other compensation-related costs that are necessary to
attract and retain qualified personnel.
Retention and Recruitment of Technical Personnel
Our business is labor intensive and our success depends to a
significant extent on our ability to attract, train and retain highly skilled
professionals. Qualified technical professionals are in great demand and are
likely to remain a limited resource for the foreseeable future. Furthermore, the
information services industry has experienced high employee turnover rates, and
these rates have increased in recent periods. The manner and extent to which we
and other companies respond to recruiting and retention pressures will likely
result in increases in the amounts and types of compensation being offered to
employees. If we are unable to attract a sufficient number of qualified
technical personnel or to retain our existing and future employees, our
financial performance would be materially adversely affected.
Dependence on Knowledge Consulting Business
Our "Knowledge Consulting" business, which provides Year 2000-related
services to our clients, generated approximately 75% of our revenues in 1996,
81% of our revenues in 1997, and 84% of our revenues in 1998. We expect to
continue to derive a significant portion of our revenues from this business
through at least 1999. Consequently, our near-term operating results depend to a
significant extent on the continued growth and profitability of this business.
However, our growth efforts may not succeed, and even if we are able to attract
new business, we may not be able to provide services and products on a timely
basis or on profitable terms. Any such consequences may have a material adverse
effect on our financial performance.
In addition, demand for our Year 2000-related services and products may
begin to decrease in late 1999 as our clients and prospective clients implement,
test and complete conversion projects. We are currently implementing strategies
to leverage our knowledge of client systems into additional engagements that
involve services and products unrelated to Year 2000 problems. Our ability to
successfully develop new services and products is dependent on a number of
factors including the ability to identify and effectively integrate new services
and products into our existing organizational structure. However, the current
need to devote our resources toward providing Year 2000-related services and
products may hinder our diversification efforts. If we are unable to effectively
transition our business away from our current Year 2000 focus before the demand
for such services and products materially declines, our financial performance
would be materially adversely affected.
3
<PAGE> 6
Dependence on Major Clients
We have depended, and likely will continue to depend, on a limited
number of large clients to generate a significant portion of our revenues. In
1998, our ten largest clients accounted for approximately 54% of our revenues,
and in 1999 we expect that one of our clients will generate more than 10% of our
revenues. Our dependence on a few clients exposes us to potentially significant
financial consequences if one or more of these clients elect to terminate their
contracts with us, reduce the scope of a large project, or elect not to proceed
to a project stage in accordance with our expectations. Any such action by one
or more of these clients could have a material adverse effect on our financial
performance.
Competition
The markets for our services and products are highly competitive and
characterized by rapid change and uncertainty due to new and emerging
technologies. The market for consulting services is fragmented and regionalized,
and no company holds a dominant position. Our competition includes large
national and international service providers, regional providers of all sizes,
and the internal information systems personnel of our clients and prospective
clients. We expect that this intense competition will continue and intensify as
the market develops for information technology services and products. To
maintain our competitive position, we must continue, among other things, to:
- - Develop and maintain strong client relationships;
- - Provide quality services and products at competitive prices;
- - Efficiently and effectively manage our projects; and
- - Distinguish our technical and business expertise.
We believe that our services and products are competitive and
will remain so. Nevertheless, our competitors, many of whom have significantly
greater financial, technical and marketing resources than we do, may develop and
introduce services and products that are more successful than ours. If we are
unable to distinguish our services and products in this intensely competitive
market, our financial performance would be materially adversely affected.
Volatility of Stock Price
Historically, our common stock has suffered from extreme price
and volume fluctuations in response to a wide variety of developments, including
the following:
- - Our success or failure in meeting analysts' estimates of our quarterly
or annual revenues, net income or earnings per share;
- - Our announcements regarding new services and products or technological
innovations;
- - Our competitors' announcements regarding new services and products or
technological innovations;
- - Rumors of new services and products or technological innovations,
either by us or by our competitors;
- - Changing market conditions in the industry; and
- - Announcements of unusual events.
Any one or more of these developments, particularly our success or
failure in meeting analysts' estimates, would likely have an immediate and
material effect on the market price of our common stock. In addition, the price
of our common stock may fluctuate materially for reasons unrelated to our
financial performance or conditions within our industry. For example, any change
or rumor of a change in interest rates, material changes in the unemployment
rate, developments in foreign economies, and general or specific economic
conditions can lead to material price fluctuations in our common stock without
regard for our financial prospects. In recent years, technology stocks have been
particularly vulnerable to such developments.
4
<PAGE> 7
THE COMPANY
We provide high quality knowledge-based, and tool-assisted millennium
consulting services. Our consulting services are based on proprietary processes
consisting 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. We began providing millennium
consulting services in 1991 and have specialized in this service since 1993. Our
clients consist primarily of large business and governmental organizations. The
Company was incorporated under Delaware law in 1968.
We develop customized solutions to a client's specific millennium
problems. 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 through the application of our proprietary process. In providing
these services, we have the opportunity to learn about all areas of the client's
computer systems, which positions us to provide a broader range of computer
consulting services to that client. Furthermore, we have documented our
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 2k(TM), provide step-by-step
procedures to allow specialists to identify and resolve technology related Year
2000 problems. In 1997, we 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 SHAREHOLDERS
The following table sets forth certain information with respect to the
selling shareholders' ownership of the Common Stock and the shares that may be
offered under this Prospectus from time to time. The selling shareholders have
not advised us whether they will sell all or part of the shares pursuant to this
Prospectus. Therefore, we cannot estimate the number of shares that the selling
shareholders will own, or their percentage ownership, at the termination of this
offering. The shares of Common Stock were received by the selling shareholders
directly from us in connection with the merger which is described in more detail
below.
<TABLE>
<CAPTION>
AMOUNT OF SHARES
AMOUNT OF SHARES OFFERED FOR
RECEIVED PURSUANT SHAREHOLDER'S
TO MERGER (INCLUDES ACCOUNT (EXCLUDES SHARES
SHAREHOLDER SHARES HELD IN ESCROW) HELD IN ESCROW)
----------- ---------------------- ---------------
<S> <C> <C>
Marvin J. Parsons 8,887 7,999
Thomas R. Arnold 73,021 65,719
Paula N. Lukoff 3,729 3,357
Jolene S. Cantrell 199 180
Robert K. Arnold, Jr. 127,750 114,975
Steven A. Montgomery 1,387 1,249
Tammy-Beth Montgomery 1,298 1,169
1993 Tate M. Minckler &
Barbara J. Minckler
Revocable Trust 16,589 14,931
Robert K. Arnold, Sr. 15,078 13,571
Tye V. Minckler 131,199 118,080
Mathew W. Wing 6,220 5,598
Sue E. Gardner 666 600
Volt STL Holdings, Inc. 112,185 100,967
Scott Stabbert 591 532
Phillip B. Herres 11,286 10,158
U.S. Bancorp 5,215 4,694
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TOTALS 515,300 463,779
======= =======
</TABLE>
5
<PAGE> 8
The Company formed DS Acquisition Corporation, as a wholly-owned subsidiary, for
the sole purpose of acquiring ST Labs, Inc. On March 28, 1998, the Company, DS
Acquisition, ST Labs and two (2) principal shareholders of ST Labs entered into
an Agreement and Plan of Reorganization ("Merger Agreement") pursuant to which
DS Acquisition was to be merged with and into ST Labs. ST Labs, upon
consummation of the merger, was the surviving corporation and a wholly-owned
subsidiary of the Company. The merger was effective as of August 6, 1998 with
the acceptance of the filing of Articles of Merger in accordance with the
statutory laws of the State of Washington.
ST Labs, Inc. was incorporated in the State of Washington in 1993. ST Labs
provided quality assurance services to software developers. ST Labs' services
included the placement of test engineers on-site at customers' offices and
software testing. Additionally, ST Labs provided training on software testing
topics and offered consulting, test automation and training video tapes. On
February 1, 1999, ST Labs was merged into the Company. The business of ST Labs,
along with our other testing services, are now conducted under the name Data
Dimensions Test Centers.
The Merger Agreement provided that upon consummation of the merger, each share
of ST Labs' common stock outstanding immediately prior to the effective time of
the merger would be converted into the right to receive that fraction of a share
of Common Stock of the Company equal to the quotient obtained by dividing:
(i) the amount obtained by dividing (a) $ 9,675,000 by (b) the
"Parent Average Closing Price," by
(ii) the number of fully diluted shares of the Company at the
effective time.
The "Parent Average Closing Price" was calculated as the average of the closing
prices of the Company's Common Stock as reported in the Wall Street Journal
beginning on and including July 28, 1998, and ending on and including the date
that was two (2) trading days before the closing of the merger. The Merger
Agreement further provided that if: (i) such average was less than $14.00, the
Parent Closing Price was to be $14.00 and (ii) such average was more than
$16.00, the Parent Closing Price was to be $16.00.
The term "fully-diluted company shares" meant the sum of
(i) the number of shares of ST Labs common stock outstanding at
the effective time;
(ii) the number of shares of ST Labs common stock subject to
issuance pursuant to stock options granted under a ST Labs
stock option plan; and
(iii) 58,690 shares of ST Labs common stock converted into shares of
the Company's Common Stock in exchange for a warrant held by
U.S. Bank.
The Company issued 515,300 shares of Common Stock in exchange for all the
outstanding common stock of ST Labs at the effective time of the merger. In
addition, we assumed all options outstanding under ST Labs' option plans. Such
options, if fully exercised, will result in the issuance of approximately an
additional 158,000 shares of the Company's Common Stock. The value of the
Company's shares exchanged in the merger, together with the shares issuable
under the option plans, was approximately $9.7 million.
No fractional shares were issued to the selling shareholders, but the cash value
in lieu of fractional shares was paid to the selling shareholders. Pursuant to
terms of the Merger Agreement, ten percent of the total number of shares of the
Company's Common Stock issued at the effective time to the selling shareholders
was placed in escrow to indemnify the Company, its officers, directors, and
affiliates from any loss resulting from a breach of any covenant or
representation of ST Labs or the principal shareholders of ST Labs. These shares
held in escrow are not included in the shares of Common Stock to be offered and
sold under this Prospectus.
Prior to the closing of the merger, none of the selling shareholders was an
affiliate (as that term is defined in Rule 405 of the Securities Act) of the
Company.
The Company entered into a Stock Restriction and Registration Rights Agreement
with each of the selling shareholders, the Company agreed to file a registration
statement covering the shares of Common Stock issued by the Company in the
merger (excluding the escrowed shares) six months after the closing.
6
<PAGE> 9
MANNER OF SALE
The selling shareholders may sell their shares in any of the following ways:
- - a block trade in which the broker or dealer attempts to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- - purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account;
- - exchange distributions and/or secondary distributions in accordance
with Nasdaq rules;
- - ordinary brokerage transactions in which the broker solicits purchases;
and
- - privately negotiated transactions.
The selling shareholders shall pay all underwriting discounts (if any) and
selling commissions applicable to the sale of the Common Stock. We have agreed
to pay for all expenses related to the registration of the shares of Common
Stock to be offered under this Prospectus. We also agreed to indemnify the
selling shareholders against certain claims and liabilities arising under the
Securities Act or the Securities Exchange Act in connection with the
registration of the shares of Common Stock.
The Company agreed to use its reasonable efforts to keep a Registration
Statement effective until the earlier of the sale of all the shares of Common
Stock covered under this Prospectus or as of the one year anniversary of the
consummation of the merger.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Common Stock
by the selling shareholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed upon
for the Company by Garvey, Schubert & Barer, Seattle, Washington.
EXPERTS
BDO Seidman, LLP, independent certified public accountants, audited our
financial statements as of December 31, 1997 and for the years ended December
31, 1997 and 1996 which are incorporated by reference in this Prospectus and
Registration Statement. We incorporate those documents by reference in reliance
upon the authority of BDO Seidman, LLP as experts in accounting and auditing.
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements of ST Labs, Inc., for the year ended December 31,
1997, have been incorporated in this Prospectus by reference to the Current
Report on Form 8-K of Data Dimensions, Inc., and have been so incorporated in
reliance on the report of PricewaterhouseCoopers, LLP, independent accountants
given on the authority of said firm as experts in auditing and accounting.
COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information......................................................................2
</TABLE>
7
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<TABLE>
<S> <C>
Incorporation of Certain Information by Reference..........................................2
Forward Looking Statements.................................................................2
Risk Factors...............................................................................3
The Company................................................................................5
Selling Shareholders.......................................................................5
Manner of Sale.............................................................................7
Use of Proceeds............................................................................7
Legal Matters..............................................................................7
Experts....................................................................................7
Commission Position on Indemnification.....................................................7
</TABLE>
8
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses in connection with
the sale of the shares of Common Stock covered by this Registration Statement:
<TABLE>
<S> <C>
SEC registration fee.....................................$ 608.55
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 $19,108.55
</TABLE>
No portion of the foregoing expenses will be borne by the selling
shareholders. All expenses 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,
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 best
interest of the Company and, with respect to any criminal action or proceeding,
has no reasonable cause to believe that his or her conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such actions and requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
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>
2.1 Agreement and Plan of Reorganization by and among Data
Dimensions, Inc., DS Acquisition Corporation, Robert Arnold,
Jr., Tye V. Minckler and ST Labs, Inc., dated July 28, 1998
(Incorporated by reference to our Current Report on Form 8-K,
dated August 7, 1998).
4.1 Stock Restriction and Registration Rights Agreement
(Incorporated by reference to our Current Report on Form 8-K,
dated August 7, 1998)
4.2 Indemnification and Escrow Agreement dated August 7, 1998
(Incorporated by reference to our Current Report on Form 8-K,
dated August 7, 1998)
4.3 Stock Option Assumption Agreement dated August 7, 1998
(Incorporated by reference to our Current Report on Form 8-K,
dated August 7, 1998)
</TABLE>
III-1
<PAGE> 12
<TABLE>
<S> <C>
5.1 Opinion of Garvey, Schubert & Barer
23.1 Consent of BDO Seidman, LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 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
24.4 Power of Attorney of Larry W. Martin
</TABLE>
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the high or low
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective 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.
SIGNATURES
III-2
<PAGE> 13
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 March 9, 1998.
Data Dimensions, Inc.
By: /s/ Gordon A. Gardiner
-------------------------------------
Gordon A. Gardiner, Executive Vice President
and Chief Financial Officer
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/ Peter A. Allen Director, Chief Executive Officer and March 9, 1999
- ---------------------------- President (Principal Executive
Peter A. Allen Officer)
/s/ Gordon A. Gardiner Executive Vice President, Chief March 9, 1999
- ---------------------------- Financial Officer, and Secretary
Gordon A. Gardiner (Principal Financial and Accounting
Officer)
/s/ * Director March 9, 1999
- -----------------------------
Thomas W. Fife
/s/ * Director March 9, 1999
- -----------------------------
Lucie J. Fjeldstad
/s/ * Director March 9, 1999
- -----------------------------
Robert T. Knight
/s/ * Director March 9, 1999
- ----------------------------
Larry W. Martin
* By /s/ Gordon A. Gardiner March 9, 1999
-------------------------
Gordon A. Gardiner
Attorney-In-Fact
</TABLE>
III-3
<PAGE> 14
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 PricewaterhouseCoopers LLP III-4
23.3 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1) --
24.1 Power of Attorney of Lucie J. Fjeldstad III-5
24.2 Power of Attorney of Robert T. Knight III-6
24.3 Power of Attorney of Thomas W. Fife III-7
24.4 Power of Attorney of Larry W. Martin III-8
</TABLE>
- ----------
III-1
<PAGE> 1
EXHIBIT 5.1
OPINION OF GARVEY, SCHUBERT & BARER
March 9, 1999
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 463,779 shares of common stock (the "Shares") of the Company, $.001 par
value. The Common Stock is being registered by the Company in connection with
the issuance of the same to the former shareholders of ST Labs, Inc. pursuant
to the merger of a wholly-owned subsidiary of the Company with and into ST
Labs, Inc.
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 Shareholders 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 part of this Registration Statement on Form S-3 of our report dated
February 17, 1998, appearing on page F-2 of Data Dimensions, Inc. Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to our firm under the heading "EXPERTS" in such Prospectus.
BDO Seidman, LLP
/s/ BDO Seidman, LLP
- -------------------------------
Seattle, Washington
March 9, 1999
III-3
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 21, 1999 appearing on page F-2 of Data Dimension's Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to
the incorporation by reference of our report dated July 13, 1998 relating to
the financial statements of ST Labs, Inc. which appears in the Current Report
on Form 8-K of Data Dimensions, Inc. dated August 7, 1998. We also consent to
the reference to us under the heading "EXPERTS" in such Prospectus.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
- -------------------------------------
Seattle, Washington
March 9, 1999
III-4
<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 Peter A. Allen 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 4th day of March, 1999.
Signature:
/s/ Lucie J. Fjeldstad
- --------------------------------
Lucie J. Fjeldstad
III-5
<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 Peter A. Allen 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 4th day of March, 1999.
Signature:
/s/ Robert T. Knight
- -------------------------------
Robert T. Knight
III-6
<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 Peter A. Allen 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 4th day of March, 1999.
Signature:
/s/ Thomas W. Fife
- ------------------------------
Thomas W. Fife
III-7
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY OF LARRY W. MARTIN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Larry W. Martin,
hereby constitutes and appoints Peter A. Allen 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 4th day of March, 1999.
Signature:
/s/ Larry W. Martin
- ------------------------------
Larry W. Martin
III-8
