<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 (S)240.14a-11(c) or (S)240.14a-12
FIFTH DIMENSION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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):
------------------------------------------------------------------------
(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:
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FIFTH DIMENSION INC.
801 New York Avenue
Trenton, New Jersey 08638-3982
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 1998
_________________________
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 Thursday, June 11, 1998 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 or any adjournment or adjournments thereof.
Only holders of record of shares of Common Stock of the Corporation at the close
of business on April 24, 1998, 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 PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
THE PROMPT RETURN OF PROXIES WILL SAVE FIFTH DIMENSION, INC. THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM.
By Order of the Board of Directors
/s/ Alfred R. Senni
Alfred R. Senni
Secretary
Trenton, New Jersey
May 21, 1998
<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 June 11, 1998 at 11:30 A.M.,
Eastern Time, and at any adjournment or adjournments thereof. Only record
holders of share of Common Stock, $0.33-1/3 par value ("Common Stock") of the
Corporation at the close of business on April 24, 1998, 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 instruction 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, 1997, 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 May 21, 1998.
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.
The following table sets forth as of the Record Date the number of shares and
percentage of outstanding Common Stock owned by (i) each person known to the
Corporation to be
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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
COMMON STOCK
------------
<TABLE>
<CAPTION>
Name of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership (2) of Class (3)
- ------------------------------------- ------------------------------ ------------
<S> <C> <C>
Edward M. Gilbert 428,130 39.1
330 Garfield Street, #200
Santa Fe, New Mexico 87501
Dr. Felix Shiffman 61,050 5.6
103 Central Park West
New York, New York 10023-4204
Sheldon Bitko (1) 13,358 1.2
Director, Officer and Nominee
Charles Davidoff (1) 10,000(4) 0.9
Director and Nominee
Craig E. Ebner (1) 180,500(5) 14.2
Director, Officer and Nominee
Frederick Kolber (1) 100 (6)
Director
Dr. Peter N. Heydon (1) 81,000 7.4
Director and Nominee
Lee R. Marks (1) 4,500 0.4
Director and Nominee
Frederic Papert (1) 50,000 4.6
Director
Dr. Frederick C. Scherer (1) 23,392 2.1
Director and Nominee
Alfred R. Senni (1) 17,524 1.6
Director, Officer and Nominee
All Directors, Director Nominees 330,274 25.9
and Officers as a Group (8 persons)
</TABLE>
__________________________________________________
(1) The address for the directors and the officers is the same as the
Corporation's address.
(2) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares beneficially owned.
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(3) Calculated on the basis of 1,093,636 shares of Common Stock outstanding on
the Record Date plus, in the case of the individual option holder and
Director, Director Nominees and Officers as a Group, 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.
(4) Includes 1,650 shares as to which Mr. Davidoff disclaims any beneficial
ownership.
(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) Less than one percent.
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
herein 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.
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THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE NOMINEES IDENTIFIED BELOW.
Identification of Directors and Nominees for Directors
------------------------------------------------------
The following table sets forth certain information regarding each Director who
is also a Nominee.
<TABLE>
<CAPTION>
Position With
---------------------------
Nominee Age the Corporation Director Since
- --------------------------- --- --------------------------- --------------
<S> <C> <C> <C>
Charles Davidoff 83 Director 1974
Craig E. Ebner 58 President, Chief Executive 1993
Officer and Director
Dr. Peter N. Heydon 57 Director 1994
Frederick Kolber 58 Director 1997
Lee R. Marks 62 Director 1994
Frederic Papert 71 Director 1997
Dr. Frederick Scherer 71 Director 1977
Alfred R. Senni 69 Vice President and Director 1988
</TABLE>
The following table sets forth certain information for each current
Director who is not a Nominee.
Position With
-------------
Name Age the Corporation Director Since
- ---- --- --------------- --------------
Sheldon Bitko 70 Vice President 1988
and Director
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:
Charles Davidoff is a self-employed Consultant Engineer for chemical and
metallurgical processes.
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<PAGE>
Craig E. Ebner is President and Chief Executive Officer of the Corporation. Mr.
Ebner is 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.
Fred Kolber attended Cornell University. Since 1991, Mr. Kolber has served as
Vice President and Director of BGK Properties, Inc., the general partner of many
real estate limited partnerships, of which Mr. Gilbert is President and a
director. Mr. Kolber is also a member of the American Stock Exchange and an
active private investor.
Lee R. Marks is a member of the law firm of Ginsburg, Feldman and Bress,
Chartered, and a Director of Isomet Corporation.
Frederic S. Papert is President of the private, not-for-profit 42nd Street
Development Corporation and the 42nd Street Fund, a private foundation. He
serves on the Board of the Municipal Art Society of New York, the Henry Street
Settlement, the Orchestra of St. Luke's, the Bryant Park Restoration
Corporation, and the Settlement Housing Fund. Previously, Papert was Chairman
and President of the PKL Companies (formerly Papert, Koenig, Lois) the first
publicly traded advertising agency. In 1997, he received an Honorary Doctorate
of Humanities from Graduate Center of the City University of New York.
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.
Sheldon Bitko was Vice President-Mercury Products of the Corporation from April
1993 until December 31, 1997. From April 1985 to April 1993 Mr. Bitko was
President of the Corporation.
Family Relationships
- --------------------
There are no family relationships between any Director, Executive Officer or
Director Nominee.
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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 1997 for legal services rendered to the Corporation but such fees did not
represent more than 5% of the firm's revenues in 1997. 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 1998.
Meetings and Committees of the Board of Directors
- -------------------------------------------------
The Board of Directors held thirteen meetings during the fiscal year ended
December 31, 1997. 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 1997, the Audit Committee
consisting of Mr. Marks, Dr. Scherer and Dr. Heydon, met two times in fiscal
year 1997 and the Liaison/Compensation Committee consisting of Mr. Davidoff and
Dr. Scherer, met one time in the fiscal year 1997.
The Board of Directors has no standing nominating or similar committee.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid or
granted to the Corporation's President and Chief Executive Officer. No other
executive officer of the Corporation had aggregate cash compensation exceeding
$100,000.
________________________________________________________________________________
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------------------------------------
Annual Compensation Award Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Restricted All
and Annual Stock LTIP Other
Principal Salary Bonus Compensation Awards Options Payouts Compensation(1)
Position Year ($) ($) ($) (#) (#) ($) ($)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ebner, C. 1997 $134,992 $1,800
President 1996 $134,084 -0- -0- -0- -0- $2,370
& CEO 1995 $134,992 -0- -0- -0- -0- $1,822
</TABLE>
________________________________________________________________________________
(1) Amount represents contributions by the Corporation to Fifth Dimension
401(k) Savings and Retirement Plan and Life Insurance premiums paid for the
Officers listed.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The Corporation did not grant stock options or stock appreciation rights during
the last completed fiscal year.
The following table sets forth certain information concerning the number and
value of stock options held by the named executive on December 31, 1997 and
exercised by such executive in 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS VALUES
__________________________________________________________________________________________________________
(a) (b) (c) (d) (e)
Shares Acquired Number of Securities
On Exercise (#) Underlying Unexercised Value of
Exercisable/ Value Options at FY-End (#) Unexercised In-the-Money
Name Unexercisable Realized ($) Exercisable/Unexercisable Options at FY End ($)(1)
- ----------- --------------- ----------------------- ------------------------- ------------------------
<S> <C> <C> <C> <C>
Ebner, C. 0/0 $0 30,000/150,000 $0/0
</TABLE>
(1) The value of options held is based upon the closing price of the
corporation's Common Stock on December 31, 1997 of $0.25 which was less the
exercise price of the options.
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 $16,252 for the year
ended December 31, 1997.
Incentive Stock Option Plan
- ---------------------------
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. The Option Plan
expired August 25, 1997.
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<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. As of
December 31, 1997, this agreement has expired.
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 (4%) of the Corporation's pre-tax profits.
COMPENSATION OF DIRECTORS
-------------------------
Director's Fees. During the fiscal year ended December 31, 1997, 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 1997. The remainder was initially
paid in $200 monthly installments but, due to the financial difficulties of the
Corporation, the director's fees have been accruing. As of December 31, 1997,
the accrued director's fees were $1,800.00 each for Directors Davidoff, Heydon,
Marks and Scherer; $600,00 each for Directors Papert and Kolber; and $800.00 for
former Director Charles Pausch. 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.
Director's 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, 1996, the outside members of
the Board of Directors had option to purchase 45,000 shares of Common Stock, and
two former Directors had the option to purchase 15,000 shares each of common
stock. The Options outstanding under this plan expired on August 25, 1997.
None of the options granted to the Directors or former Directors of the
Corporation were exercised during fiscal 1997.
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INDEPENDENT ACCOUNTANTS
-----------------------
On January 26, 1998, the Registrant was informed by its independent auditors,
Yohalem, Gillman & Company LLP of their resignation. The resignation is the
result of the auditors lack of independence as the Registrant filed Chapter 11
on January 6, 1998 with a past due account with Yohalem, Gillman & Company LLP.
The reports of Yohalem, Gillman & Company LLP on the financial statements of the
Registrant for each of the two fiscal years in the period ended December 31,
1996 did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two fiscal years ended December 31 1996, there was no disagreement
between Yohalem Gillman & Company LLP and the Registrant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
The Board of Directors has responsibility for selecting its independent auditors
and engaged the firm of Withum, Smith & Brown, Certified Public Accountants, for
the calendar year ended December 31, 1997. 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 Withum, Smith & Brown be present at the
Annual Meeting of Stockholders with the opportunity to make a statement, if he
desires to do so, and is expected to be available to respond to appropriate
questions.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
---------------------------------------------
In order to be eligible for inclusion in the Corporation's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Corporation's office located at 801 New
York Avenue, Trenton, New Jersey 08638-3982, no later than January 11, 1999.
OTHER MATTERS
-------------
At the date of this proxy statement of 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.
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<PAGE>
The cost of solicitation of proxies will be borne by the Corporation. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Corporation may solicit proxies
personally or by telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Trenton, New Jersey
May 21, 1998
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REVOCABLE PROXY
FIFTH DIMENSION, INC.
ANNUAL MEETING OF STOCKHOLDERS
JUNE 11, 1998
The undersigned hereby appoints the Board of Directors of Fifth Dimension, Inc.
(the "Company"), and its survivor, with full power of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of common stock of
the Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held on Thursday, June 11, 1998 at the
Company's office, located at 801 New York Avenue, Trenton, New Jersey, at 11:30
A.M. local time, and at any and all adjournments thereof, as follows:
The Election of the Following Directors, each for a term of one year.
EXCEPT EXCEPT
Charles Davidoff ------ Craig E. Ebner ------
Dr. Peter N. Heydon ------ Frederick Kolber ------
Lee R. Marks ------ Frederic Papert ------
Dr. Frederick Scherer ------ Alfred Senni ------
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY NOMINEE, MARK "EXCEPT" NEXT
TO THAT PERSON'S NAME AND WRITE THE NAME IN THE SPACE PROVIDED:
-----------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS
DIRECTED BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
NOMINEES STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE MEETING.
This proxy may be revoked at any time before it is voted by: (i) filing with
the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). If this proxy is properly revoked as described above,
then the power of such attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the execution
of this Proxy, of a Notice of the Annual Meeting, a Proxy Statement and the
Company's Annual Report to Stockholders for the fiscal year ended December 31,
1997.
PLEASE ACT PROMPTLY: SIGN, DATE & MAIL YOUR PROXY CARD TODAY
Please be sure to sign and date this Proxy in the box below
x____________________________________
x____________________________________
Date: ______________________________
