<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Fifth Dimension Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
FIFTH DIMENSION INC.
801 New York Avenue
Trenton, New Jersey 08638-3982
__________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 14, 1997
_________
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of Fifth
Dimension Inc., a New Jersey Corporation (the "Corporation"), will be held in
the Main Conference Room of the Corporation, 801 New York Avenue, Trenton, New
Jersey, 08638-3982 on Wednesday, May 14, 1997 at 11:30 a.m. Eastern Time, for
the following purposes:
1. To elect eight directors of the Corporation to serve for the term of
one year and until their respective successors have been elected and
qualified;
2. To transact such other business as may be properly brought before the
meeting of any adjournment or adjournments thereof.
Only holders of record of shares of Common Stock of the Corporation at the
close of business on March 17, 1997 will be entitled to notice of and to vote at
the meeting or any adjournment thereof.
All stockholders of the Corporation are invited to attend the annual
meeting. Whether or not you plan to attend the Annual Meeting of Stockholders
in person, it is important that your shares be represented and voted. After
reading the enclosed Notice of Annual Meeting and Proxy Statement, please
complete, sign, date, and return the enclosed Proxy in the envelope to which no
postage need be affixed if mailed in the United States.
By Order of the Board of Directors
Elaine H. Cain
Secretary
Dated: March 28, 1997
<PAGE>
FIFTH DIMENSION INC.
801 New York Avenue
Trenton, New Jersey 08638-3982
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Fifth Dimension Inc. (the "Corporation") of proxies to
be used at the Annual Meeting of Stockholders of the Corporation to be held in
the Main Conference Room of the Corporation, on Wednesday, May 14, 1997 at 11:30
a.m., Eastern Time, and at any adjournment or adjournments thereof. Only record
holders of shares of Common Stock, $0.33-1/3 par value ("Common Stock") of the
Corporation at the close of business on March 17, 1997 will be entitled to
notice of and to vote at the Annual Meeting or any adjournments of such meeting.
Any stockholder who executes and returns the enclosed form of proxy may
revoke it at any time before it is voted by giving written notice in writing to
the secretary of the Corporation or by voting in person at the meeting. Unless
so revoked, the shares represented by the proxy will be voted in accordance with
the instructions specified therein at the Annual Meeting, if the proxy is
properly executed and is received in time for voting. If no instructions are
specified, the shares represented by the Proxy will be voted FOR all of the
matters described herein.
The Corporation will bear the entire cost of preparing, assembling, and
mailing the Proxy Statement, the Proxy and any additional material furnished the
stockholders in connection with the Annual Meeting. Further solicitation of
Proxies may be made by telephone or in person by officers, directors and regular
employees of the Corporation.
The Corporation's Annual Report for the fiscal year ended December 31,
1996, is transmitted herewith. None of the statements or information in said
Annual Report is intended or shall be construed to be part of the proxy
soliciting material of the Corporation.
The approximate mailing date of this Proxy Statement and accompanying form
of Proxy is April 14, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The total number of outstanding shares of Common Stock entitled to vote at
the meeting is 1,093,636. Stockholders are entitled to one non-cumulative vote
for each share of Common Stock. A majority of issued and outstanding shares of
Common Stock present in person or by proxy constitutes a quorum.
<PAGE>
The following table sets forth as of March 17, 1997 the number of shares
and percentage of outstanding Common Stock owned by (i) each person known to the
Corporation to be the beneficial owner of more than 5% of the Corporation's
outstanding Common Stock, (ii) each director and director nominee who owns
Common Stock and (iii) all directors and officers of the Corporation as a group.
Mr. Gilbert's address is 330 Garfield Street, #200, Santa Fe, New Mexico 87501;
and Dr. Shiffman's address is 103 Central Park West, New York, New York 10023-
4204. The address for the directors and officers is the same as the
Corporation's address.
<TABLE>
<CAPTION>
Common Stock
Name of Amount and Percent
Beneficial Owner Nature of Beneficial Ownership of Class/2/
- ---------------- ------------------------------ -----------
<S> <C> <C>
Edward M. Gilbert 417,130 38.1
Dr. Felix Shiffman 61,050 5.6
Sheldon Bitko
Director, Officer and Nominee 33,358/3/ 3.0
Charles Davidoff
Director and Nominee 25,000/4/ 2.3
Craig E. Ebner
Director, Officer and Nominee 180,500/5/ 14.2
Dr. Peter N. Heydon
Director and Nominee 81,000 7.4
Lee R. Marks
Director and Nominee 19,500/6/ 1.8
Charles E. Rausch
Director and Nominee 1,000 0.1
Dr. Frederick C. Scherer
Director and Nominee 38,392/7/ 3.5
Alfred R. Senni
Director, Officer and Nominee 37,524/8/ 3.4
All directors, director nominees
and officers as a group
(9 persons) 423,774/3-8/ 31.0
</TABLE>
-2-
<PAGE>
/1/ Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares beneficially owned.
/2/ Calculated on the basis of 1,093,636 shares of Common Stock outstanding at
March 17, 1997 plus, in the case of the individual option holder, additional
shares of Common Stock deemed to be outstanding because such shares may be
acquired within 60 days of that date through the exercise of outstanding
options.
/3/ Includes 20,000 shares which Mr. Bitko has an option to acquire.
/4/ Includes 1,650 shares as to which Mr. Davidoff disclaims any beneficial
ownership and 15,000 shares which Mr. Davidoff has an option to acquire.
/5/ Includes 500 shares to which Mr. Ebner holds joint beneficial ownership,
30,000 shares which Mr. Ebner has an option to acquire and 150,000 shares which
Mr. Ebner has an option to acquire upon the Corporation achieving specified
sales and profitability levels.
/6/ Includes 15,000 shares which Mr. Marks has an option to acquire.
/7/ Includes 15,000 shares which Dr. Scherer has an option to acquire.
/8/ Includes 20,000 shares which Mr. Senni has an option to acquire.
ELECTION OF DIRECTORS
At the annual meeting of stockholders, eight (8) Directors are to be
elected to hold office until the next annual meeting or until their successors
are elected and qualified. Should the nominees be unable to serve or refuse to
serve as directors (an event that Management does not anticipate), proxies
solicited hereunder will be voted for substituted nominees. The Corporation's
By-Laws authorize not less than five (5) nor more than nine (9) directors.
The enclosed form of proxy provides a means for a stockholder to vote for
one or more of the proposed nominees, or to withhold authority to vote for all
of such proposed nominees. Each properly executed proxy received in time for
the meeting will be voted as specified therein. If a stockholder executes and
returns a proxy but does not specify otherwise, the shares represented by such
stockholder's proxy will be voted FOR each of the proposed nominees listed
therein or, should any one or more of such proposed nominees become unavailable,
for another nominee or other nominees to be selected by the Board of Directors.
THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE NOMINEES IDENTIFIED BELOW.
-3-
<PAGE>
Identification of Directors and nominees for Directors
- ------------------------------------------------------
The following table sets forth certain information regarding each director
and nominee.
<TABLE>
<CAPTION>
Position with Director
Nominee Age the Corporation Since
- ------- --- --------------- --------
<S> <C> <C> <C>
Sheldon Bitko 69 Vice President and Director 1988
Charles Davidoff 82 Director 1974
Craig E. Ebner 57 President, Chief Executive 1993
Officer and Director
Dr. Peter N. Heydon 56 Director 1994
Lee R. Marks 61 Director 1984
Charles E. Rausch 70 Director 1994
Dr. Frederick Scherer 70 Director 1977
Alfred R. Senni 68 Vice President and Director 1988
</TABLE>
Business Experience
- -------------------
The principal occupation of each director and nominee for the last five
years and directorships held by each such person is as follows:
1. Sheldon Bitko is Vice President - Motion Component products of the
Corporation. From April 1985 to April 1993 Mr. Bitko was President of the
Corporation.
Charles Davidoff is a self-employed Consultant Engineer for chemical and
metallurgical processes.
Craig E. Ebner is President and Chief Executive Officer of the Corporation.
Mr. Ebner is a Director of JLC International Inc. and Personnel Solutions Inc.
He was President of Litton Special Devices and Litton Data Images concurrently
from November 1986 to October 1992 and President/Chief Executive Officer of
Outsource Inc. from October 1992 to April 1993.
Dr. Peter N. Heydon is a private investor and a retired Professor in the
Departments of English Language and Literature and Humanities at the University
of Michigan.
Lee R. Marks is a member of the law firm of Ginsburg, Feldman and Bress,
Chartered, and a Director of Isomet Corporation.
-4-
<PAGE>
Charles E. Rausch is a retired Corporate Senior Vice President of Ametek,
Inc.
Dr. Frederick C. Scherer is a retired Superintendent of Schools for the
Lakeland Regional School District, New Jersey and President of Educational
Management Consultants.
Alfred R. Senni is Vice President - Slip Rings of the Corporation. From
April 1985 to April 1993 Mr. Senni was Chief Executive Officer and Executive
Vice President of the Corporation.
Family Relationships
- --------------------
There are no family relationships between any director, executive officer
or director nominee.
Certain Relationships and Related Transactions
- ----------------------------------------------
The law firm of Ginsburg, Feldman and Bress, Chartered, of which Lee R.
Marks, a Director and Nominee Director of the Corporation, is a member, received
fees in fiscal 1996 for legal services rendered to the Corporation in 1996. It
is anticipated that Ginsburg, Feldman and Bress will continue to provide legal
services to be billed at the law firm's usual hourly rates, in 1997.
Meetings and Committees of the Board of Directors
- -------------------------------------------------
The Board of Directors held five meetings during the fiscal year ended
December 31, 1996. The Board has an Option Committee, responsible for
administering the Corporation's Stock Option Plan, a Liaison/Compensation
Committee and an Audit Committee. The Option Committee consisting of Messrs.
Marks and Rausch met two times in the fiscal year 1996, the Audit Committee
consisting of Mr. Marks, Dr. Scherer and Dr. Heydon, met two times in fiscal
year 1996 and the Liaison/Compensation Committee consisting of Mr. Davidoff and
Dr. Scherer, met one time in the fiscal year 1996.
The Board of Directors has no standing nominating or similar committee.
EXECUTIVE COMPENSATION
The following information is furnished with respect to the Chief Executive
Officer and the three most highly compensated Executive Officers other than the
Chief Executive Officer:
-5-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Other Annual Restricted LTIP All Other
Principal Salary Bonus Compensation Stock Awards Options Payouts Compen-
Position Year ($) ($) ($) (#) (#) ($) sation (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ebner, C. 1996 $134,084 -0- -0- -0- -0- -0- $2,370
President 1995 $134,992 -0- -0- -0- -0- -0- $1,822
& CEO 1994 $124,295 $8,324 -0- -0- 165,000 -0- $ 810
Bitko, S. 1996 $ 64,046 -0- -0- -0- -0- -0- $ 910
V.P. 1995 $ 90,729 -0- -0- -0- -0- -0- $3,904
1994 $ 96,615 $6,659 -0- -0- 5,000 -0- $3,877
Senni, A. 1996 $106,638 -0- -0- -0- -0- -0- $5,648
V.P. 1995 $119,005 -0- -0- -0- -0- -0- $4,443
1994 $110,814 $6,659 -0- -0- 5,000 -0- $3,065
Cain, E. 1996 $ 61,375 -0- -0- -0- -0- -0- -0-
V.P. & Sec. 1995 $ 61,347 -0- -0- -0- -0- -0- -0-
Treas. 1994 $ 54,453 $3,597 -0- -0- -0- -0- -0-
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amount represents contributions by the Corporation to Fifth Dimension
401(k) Savings and Retirement Plan and Life Insurance premiums paid for the
officers listed.
OPTION GRANTS IN LAST FISCAL YEAR
The Corporation did not grant stock options (whether or not in tandem with
SARs) or freestanding SARs during the last completed fiscal year.
The following Table provides information on stock options.
-6-
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS VALUES
==============================================================================================
(a) (b) (c) (d) (e)
Value of
Number of Unexercised In-
Securities the-Money
Underlying Options at FY-
Unexercised End ($)(1)
Options at FY-End
Shares Acquired (#)(2) Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
==============================================================================================
<S> <C> <C> <C> <C>
Ebner, C. -0- $0 30,000/150,000 $0/0
Bitko, S. -0- $0 20,000/0 $0/0
Senni, A. -0- $0 20,000/0 $0/0
Cain, E. -0- $0 7,500/0 $0/0
</TABLE>
(1) Value at December 31, 1996 closing price of $0.8125.
(2) Unless otherwise noted the number represents options to purchase common
stock of the Corporation.
Compensation Pursuant to Plans
- ------------------------------
Fifth Dimension 401(k) Savings and Retirement Plan
- --------------------------------------------------
Beginning July 1, 1995, the Company established a 401(k) plan to replace
the pension and profit sharing plans which were terminated during 1993. The
Plan covers all employees, ages 21 and over, with a minimum of one year of
service and provides for elective deferrals by the employees up to 15% of
compensation. Additionally, the Company, at its sole discretion, may contribute
additional amounts to the plan. Employer contributions amounted to $20,713 for
the year ended December 31, 1996.
Incentive Stock Option Plan
- ---------------------------
Summary
-------
The Board of Directors of the Corporation approved adoption of the Fifth
Dimension Inc. Incentive Stock Option Plan (the "ISO Plan") on August 25, 1987,
and the ISO Plan was approved by the Stockholders at the 1988 Annual Meeting on
April 27, 1988. Under the ISO Plan, 150,000 shares of Common Stock are reserved
for purchase by eligible employees of the Corporation at a price not less than
100% of the fair market value on the date of grant.
-7-
<PAGE>
Description of the Stock Purchase Plan
- --------------------------------------
Eligible Participants. All full time employees of the Corporation and its
---------------------
subsidiaries who are required to work 25 hours per week are eligible to receive
options, other than an employee who owns more than 10% of the voting power of
the Corporation.
Federal Income Tax Consequences. All options granted under the ISO Plan
-------------------------------
are intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended. The Corporation is not entitled to a
business expense deduction with respect to options granted under the ISO Plan.
No tax consequence results to an employee upon the grant or exercise of an
option. An employee will be taxed only when he/she sells stock acquired under
the ISO Plan, and, provided certain "holding period" requirements are met, the
sale will be taxed as a capital gain.
Administration. The ISO Plan is administered by the Stock Option Committee
--------------
of the Board of Directors of the Corporation consisting of Messrs. Marks and
Rausch. The Stock Option Committee has the authority to determine which
employees of the Corporation will be granted options under the ISO Plan, and the
number of shares covered by each option.
Purchase of Common Stock - Price and Expiration Dates. The option price is
-----------------------------------------------------
the fair market value of the Corporation's Common Stock on the date of grant.
All options must be granted before August 25, 1997. Each option may be
exercised in whole or in part at any time following the third anniversary of the
date of grant, provided the optionee is still an employee. The options granted
under the ISO Plan terminate within three months after severance of the
optionee's employment relationship with the Corporation for any reason, other
than death, and are not transferable except by will or intestate succession. To
the extent not exercised, all options expire ten years from the date of grant.
Market Price of Common Stock. The Common Stock of the Corporation would be
----------------------------
issued upon exercise of options and payment of the exercise price. The shares
which are issuable under this plan were quoted at $1-7/8 Bid and $2-1/2 Asked on
the over-the-counter market as quoted by NASDAQ at the close of business on
March 17, 1997.
Options Outstanding. In fiscal 1988, the Board of Directors authorized the
-------------------
grant of 11,625 options to nine (9) non-executive employees under the ISO Plan
at an exercise price of $3.375 per share. As was stated in the Form 8-K filed
with the Securities and Exchange Commission on March 11, 1991, in February,
1991, the Board of Directors of the Corporation approved a three-for-two stock
split of its Common Stock, effective April 29, 1991. In fiscal 1996, the Board
of Directors authorized the grant of 24,000 options to six (6) non-executive
employees under the ISO Plan at the exercise price of $1.875 per share. A total
of 73,875 options are currently outstanding and 76,125 shares are reserved for
grant of future options under the ISO Plan. None of the options granted under
the ISO Plan have been exercised.
-8-
<PAGE>
Employment Contracts. On April 6, 1993, the Corporation and Craig E. Ebner
--------------------
entered into an employment agreement terminating on April 27, 1994. On April
28, 1994, the Corporation and Craig E. Ebner entered into a new employment
agreement which terminates April 27, 1999, unless the parties choose to extend
pursuant to the agreement. Mr. Ebner serves as President and Chief Executive
Officer of the Corporation at a base salary of $135,000, with annual cash
incentives equal to five percent (5%) of the Corporation's pre-tax profit and
certain other fringe benefits.
On September 18, 1995, the Corporation and Sheldon Bitko entered into an
employment agreement terminating on September 17, 1997. Among other provisions
the agreement provides for a base compensation of $60,008 with annual cash
incentives to four percent (4%) of the Corporation's pre-tax profits.
On January 1, 1997 the Corporation and Alfred R. Senni entered into an
employment agreement terminating on December 31, 1998. Among other provisions
the agreement provides for a base compensation of $62,504 with annual cash
incentives to four percent (4%) of the Corporation's pre-tax profits.
Compensation of Directors
-------------------------
Directors' Fees. During the fiscal year ended December 31, 1996, each non-
---------------
employee director of the Corporation received a fee of $2,500 compensation for
attending meetings of the Board of Directors and committees of the Board of
Directors, $300 of which was paid in January 1996. The remainder was paid in
$200 monthly installments for the remainder of 1996. Each non-employee director
was also reimbursed for reasonable travel expenses for each meeting of the Board
of Directors or a committee of the Board of Directors that he attended in
person.
Directors' Stock Options. The Corporation has issued stock options to
------------------------
various members of the Board of Directors, in recognition of past and ongoing
service to the Corporation. During 1994, the Corporation issued Options to
Senior Management employees, who are also Directors, to acquire 175,000 shares
of stock at a price of $3.75 per share. As of December 31, 1995 the outside
members of the Board of Directors had option to purchase 45,000 shares of Common
Stock, and two former Directors have the option to purchase 15,000 shares each
of common stock. The Options outstanding under this plan are exercisable at
prices ranging from $2.19 to $3.75 per share. Options terminate ten years from
the date of grant. None of the options granted to the directors or former
directors of the Corporation were exercised during fiscal 1996.
INDEPENDENT ACCOUNTANTS
The Board of Directors has responsibility for selecting its independent
auditors and engaged the firm of Yohalem Gillman & Company, Certified Public
Accountants, for the calendar year ended December 31, 1996. In accordance with
its past practice, the Corporation will take action later in the year as to the
selection of its independent auditors for the current calendar year. The
Corporation has requested that a representative of Yohalem Gillman & Company be
present at the Annual Meeting of Stockholders with the opportunity to make a
-9-
<PAGE>
statement, if he desires to do so, and is expected to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any stockholders wishing to submit a proposal for action at the 1998 Annual
Meeting of Stockholders, pursuant to and in accordance with the requirements of
Securities and Exchange Commission Regulation 240.14a, must present the proposal
in writing to the Corporation no later than January 31, 1998.
OTHER MATTERS
At the date of this proxy statement the Corporation does not know of any
business to be presented for consideration at the Annual Meeting other than
stated in the Notice of such meeting. It is intended, however, that the persons
authorized under management proxies may, in the absence of instruction to the
contrary, vote or act in accordance with their best judgment with respect to any
other proposal presented for action at such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Elain H. Cain
Secretary
March 28, 1997
-10-
<PAGE>
FIFTH DIMENSION INC.
801 New York Avenue
Trenton, New Jersey 08638-3982 Proxy
-----
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
-----------------------------------------------------------
The undersigned hereby appoints Charles Davidoff and Lee R. Marks as Proxies,
each with the power to appoint his or her substitute, and hereby authorizes them
to represent and to vote as designated below all the shares of Common Stock of
Fifth Dimension Inc. held on record by the undersigned on March 17, 1997, at the
Annual Meeting of Shareholders to be held on May 14, 1997 or any adjournment
thereof.
1. ELECTION OF DIRECTORS ________ FOR all nominees listed below
(except as marked to the
contrary below)
________ WITHHOLD AUTHORITY
to vote for ALL nominees listed below
Sheldon Bitko, Charles Davidoff, Craig E. Ebner, Dr. Peter N. Heydon
Lee R. Marks, Charles E. Rausch, Dr. Frederick C. Scherer,
Alfred R. Senni
INSTRUCTION To withhold authority to vote for any individual nominee write that
nominee's name on the line provided below.
________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR Proposal 1.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
________________________________ When shares are held by Joint
Tenants, both should sign. When
signing as Attorney, as
Executor, Administrator,
Trustee or Guardian, please
give full title as such. If a
corporate name, by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
________________________________ _____________________________
Signature Signature if held jointly
______________________________
Signature if held jointly
Dated ___________________, 1997 Dated __________________, 1997
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
- -------------------------------------------------------------------------
ENVELOPE.
- ---------
