<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: June 2, 1997
FIFTH DIMENSION INC.
--------------------------------------------------
(Exact name of Registrant as Specified in Charter)
New Jersey 02532 21-0717490
- ---------------- --------------- ----------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
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 Registrant's Form 10QSB of March 31, 1997, which
stated that Registrant was negotiating the renewal of its credit line which
expired as of April 30, 1997 and that failure to extend repayment of the current
credit line balance and obtain adequate additional short term financing may
result in the Registrant's inability to meet its cash obligations.
On May 27, 1997, Registrant's lender notified Registrant that it will
not advance additional funds to Registrant above the present level of the credit
line or the outstanding term loan balance. The outstanding credit line has
matured and the term loan will mature in August 1997. While Registrant's lender
has indicated that it will not specifically renew or extend Registrant's credit
line or term loan, the lender has not yet indicated that it has immediate plans
to exercise its remedies under the credit line or term loan documents.
At a special Board of Directors meeting held on May 28, 1997,
Registrant's directors agreed to lend Registrant, on an unsecured basis and at
market interest rate, a sum sufficient to meet Registrant's immediate cash
obligations, approximately $120,000.
To resolve the long term financial requirements of Registrant,
Registrant is proceeding with plans to mortgage the property where Registrant's
plant is located. While the property is presently unencumbered, the placement of
a mortgage on the property requires the prior approval of Registrant's lender
pursuant to the provisions of Registrant's credit line and term loan documents.
The placement of a mortgage also requires an environmental assessment report
which has not yet been completed. The face value of the mortgage will depend on
an appraisal but is expected to be approximately $400,000. Registrant is also
actively seeking other avenues of financing including equity investments from
existing investors or outside sources and lenders. Registrant also expects the
cash shortfall situation to ease once the shipments for the backlog under the
Kearfott contract resume. In the event that Registrant is unsuccessful in its
attempts to obtain new and additional financing, the result, as originally set
forth in Registrant's Form 10QSB of March 31, 1997, could be Registrant's
inability to meet its cash obligations.
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)
-------------------------------
By: Craig E. Ebner
Its: President,
Chief Executive Officer
