<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: September 15, 1998
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: Registrant Experiences Capital Shortfall
----------------------------------------
Fifth Dimension, Inc. announced today that it is unable to commercialize
its Brushless Slip ring and Mercury Free Switch technologies with its available
financial resources.
In addition, the Company believes that it is unlikely that it will
receive the additional financing that it had previously hoped to obtain. To
date, the Company has received only $321,000 of the $880,000 in financing that
it requires to implement its plan of reorganization.
As a result of its capital shortfall, the Company's ability to continue
operating is unlikely. Unless the Company is able to quickly raise the required
capital, the Company will probably be forced to convert its ongoing Chapter 11
bankruptcy proceeding into a Chapter 7 liquidation under the Bankruptcy Code.
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
