FIFTH DIMENSION INC
8-K, 1997-02-04
ELECTRONIC COMPONENTS, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                       Date of Report:  January 24, 1997


                             FIFTH DIMENSION INC.
            -------------------------------------------------------
              (Exact name of Registrant as Specified in Charter)


 
       New Jersey                     02532                     21-0717490
- -----------------------     ------------------------     -----------------------
    (State or other         (Commission File Number)        (I.R.S. Employer
    jurisdiction of                                      Identification Number)
    incorporation)                                     


         801 New York Avenue, Trenton, New Jersey          08638-3982
      -------------------------------------------------------------------
         (Address of Principal Executive Office)           (Zip Code)


              Registrant's Telephone Number, including Area Code:

                                (609) 393-8350
                              ------------------
<PAGE>
 
Item 5:  Other Events
         ------------

     This is a follow up of the Press Release of December 13, 1996 and the Form
8-K filed December 18, 1996 which stated as a result of further sample test
failures, Kearfott Guidance and Navigation will not accept further shipments of
the Company's IMU Slip Rings until the problem is resolved.  At this time the
open order is for approximately 140 units.  In addition as noted in the 10-QSB
for the quarter ended September 30, 1996, with respect to earlier test failures
from different production lots, there are 283 units delivered to Kearfott that
experienced test failures.  The total value of the 283 units is approximately $1
million.  At that time we reported that the failures might be the result of
problems with the testing or with the units themselves.

     As of this writing the testing has been eliminated as the possible problem.
The failures are undergoing additional testing and teardown in an effort to
identify the cause of failure, however, the analysis is not expected to be
concluded for approximately one month.  It is the objective of Fifth Dimension,
Kearfott and all agencies to identify the problem and if possible identify a
method of screening that would separate good units from potential failures.
Units identified as potential failures will require either repair or re-
manufacture.  At this time since the cause of the failure is unknown it is not
possible to estimate the time or cost accurately.

     As stated earlier the total value of the 423 units involved is
approximately $1.5 million.

     To begin the process; Kearfott will be returning the units to Fifth
Dimension at a rate of approximately 100 units per month for screening, repair
and/or re-manufacture as required.  Depending ont he final analysis and
corrective action required, the Company could be required to incur very
substantial expenses with respect to the 423 units.

Exhibits:  None

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                           Fifth Dimension Inc.
                                          -------------------------------
                                           (Registrant)
                      
                                          /s/ Craig E. Ebner
                                          -------------------------------
                                          By:  Craig E. Ebner
                                          Its: President,
                                               Chief Executive Officer


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