<PAGE>
SCHEDULE 13E-4
Item 1. Security and Issuer
The issuer is Dimensional Visions Group, Ltd., a Delaware corporation
(the "Company"), with principal executive offices at 8855 North Black Canyon
Highway, Phoenix, AZ 85021. The Company seeks 198,200 shares of its Series B
Preferred Stock representing all of the outstanding shares of the Series B
Preferred Stock. The Company is offering 120 shares of its Common Stock, par
value $.001 per share, in exchange for each of the shares of Series B Preferred
Stock, and the accumulated, but undeclared and unpaid dividends with respect
thereto. The Company's Common Stock is traded on the National Association of
Dealers, Inc. Electronic Bulletin Board. The Series B Preferred Shares are not
traded on any exchange or electronic or inter-dealer quotation system. The
Company seeks to purchase all of the Series B Preferred Stock owned by all
holders thereof, including the following such shares owned by its officers,
directors and affiliates:
# of Series B Preferred
Name Title Shares Owned
- ---- ----- -----------------------
George S. Smith Chairman &
Chief Executive Officer 15,000
Thomas A. Cadez Director 2,500
Hans J. Kaemmlein Director 15,000
Item 2. Source and Amount of Funds or Other Consideration
All shares of Series B Preferred Stock are proposed to be exchanged for
120 newly issued shares of the Company's Common Stock. The Company currently has
100,000,000 Common Shares authorized and only 27,893,000 such shares issued.
Item 3. Purpose of the Tender Offer and Plans or Proposals of
the Issuer of Affiliate
The Company proposes to acquire the Series B Preferred Stock for the
purpose of simplifying its capital structure. The Series B Preferred Stock
obtained in this offer will be retired.
The Company has no present plans or proposals which relate to or would
result in:
(a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
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(b) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(c) any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(d) any other material change in the present capitalization
or dividend rate or policy of the Company;
(e) any other material change in the Company's business or
corporate structure;
(f) changes in the Company's certificate of incorporation
or by-laws or other actions which may impede the
acquisition of control of the Company by any person;
(g) causing a class of securities of the Company to be delisted
from a national securities exchange or cease to be quoted in
an inter-dealer quotation system of a registered national
securities association;
(h) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act;
(i) any action similar to those enumerated above; or
(j) the suspension of the issuer's obligation to file
reports pursuant to Section 15(d) of the Securities
Exchange Act of 1934.
Notwithstanding all of the above, the Company may issue additional
securities in the future from time to time as deemed appropriate by the Board
of Directors.
Item 4. Interest in Securities of the Issuer
None
Item 5. Contracts, Arrangements, Understandings or
Relationships With Respect to the Issuer's Securities
None
Item 6. Persons Retained, Employed or to be Compensated
None
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Item 7. Financial Information
There are hereby incorporated by reference the following documents
heretofore filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with the Securities and Exchange Commission ("Commission"):
(a) The Company's Annual Report on Form 10-KSB/A for the year ended
June 30, 1995, (Commission File No. 1-10196);
(b) All other reports filed by the Company with the Commission since
June 30, 1995 pursuant to Section 13(a) or 15(d) of the Exchange Act, including
without limitation:
(i) The Company's definitive Proxy Statement dated February
20, 1996 filed in connection with the Company's Annual Meeting of Stockholders
held on March 20, 1996;
(ii) The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended September 30, 1995;
(iii) The Company's Quarterly Report on Form 10-QSB
for the quarterly period ended December 31, 1995; and
(iv) The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended March 31, 1996;
Item 8. Additional Information
None
Item 9. Materials to be Filed as Exhibits
Tender offer material provided to security holders by or on behalf of
the person filing this Schedule 13E-4 concerning the issuer tender offer.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-4
Issuer Tender Offer Statement
Dimensional Visions Group, Ltd.
8855 North Black Canyon Highway
Phoenix, Arizona 85021
................................................................................
(Name of Issuer)
................................................................................
(Name of Person(s) Filing Statement)
Series B Preferred Stock
................................................................................
(Title of Class of Securities)
None
................................................................................
(CUSIP Number of Class of Securities)
Steven B. King, Esquire
1735 Market Street, Philadelphia, PA 19103
Telephone No. (215) 994-1037
................................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
August 19, 1996
................................................................................
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
================================================================================
Transaction Amount of filing fee
valuation*
- --------------------------------------------------------------------------------
$2,000,000 $689.65
================================================================================
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
Amount of filing fee = 1/29th of 1% of Transaction Valuation
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_______ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
Amount Previously Paid: ___________________________________
Form or Registration No.: _________________________________
Filing Party: ______________________________________________________
Date Filed: _______________________________________________
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DIMENSIONAL VISIONS GROUP, LTD.
August 19, 1996
....................... By: /s/ George S. Smith
..................................................
(Date) (Signature)
George S. Smith, Chairman and Chief Executive Officer
.....................................................
(Name and Title)
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August 19, 1996
To Holders of Series B Preferred Stock of
Dimensional Visions Group, Ltd.:
Re: Dimensional Visions Group, Ltd. ("DVG") Series B
Preferred Stock ("Series B Preferred")
Ladies and Gentlemen:
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF THE TRANSACTION DESCRIBED HEREIN, NOR UPON THE ACCURACY OR ADEQUACY OF SUCH
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Section 1: Terms of the Exchange Offer
DVG hereby offers to all holders of Series B Preferred Stock
the ability to exchange their Series B Preferred Stock originally issued in
October of 1995, and the accumulated and unpaid dividends thereunder, for One
Hundred Twenty (120) shares of DVG's common stock ("Common Stock") (the
"Exchange Offer"). 100 of the shares represent the number of shares into which
the Series B Preferred may be converted, and the additional 20 shares represent
the accumulated but unpaid dividends with respect thereto. The Board of
Directors of DVG has unanimously consented to the Exchange Offer, but has not
made any recommendations that DVG's Series B Preferred shareholders accept or
reject it.
The Exchange Offer and withdrawal rights will expire at 12:00
midnight, E.S.T. sixty-one (61) days from the date hereof ("Expiration Date"),
unless DVG, in its sole discretion, extends the period of time for which the
Exchange Offer is open, in which event "Expiration Date" shall mean the latest
time and date to which the Exchange Offer is extended. The Exchange Offer is
made to each holder of Series B Preferred Stock by delivery of this transmittal
letter (the "Transmittal Letter"), and may be accepted by each holder of Series
B Preferred Stock at any time prior to the Expiration Date.
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Shareholders of DVG
August 19, 1996
Page 2
Section 2: Procedure for Tendering Series B Preferred Shares
Any Series B Preferred shareholder desiring to tender all or
any portion of his Series B Preferred shares should either (1) complete this
Transmittal Letter or a facsimile copy thereof in accordance with the
instructions herein and mail or deliver it and any other required documents to
the following address: Dimensional Visions Group, Ltd., 8855 North Black Canyon
Highway, Phoenix, AZ 85021, Attention: Mr. Paul C. Damiani, Senior V.P.,
Administration, and deliver his stock certificates to such address together with
this Transmittal Letter, or (2) request his or her broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for him or her. A
Series B Preferred shareholder having Series B Preferred shares registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such person or entity if he or she desires to tender such Series B
Preferred shares.
Signatures on all Letters of Transmittal must be guaranteed by
a firm that is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD") or by a commercial
bank or trust company having an office, branch or agency in the United States
(each of the foregoing firms, banks and trust companies being referred to as an
"Eligible Institution"). If the certificates evidencing tendered shares are
registered in the name of a person other than the signer of the Transmittal
Letter, or if certificates for shares are to be returned to a person other than
the registered owner of the certificates surrendered, then the tendered
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered owner or
owners appear on the certificates, with the signatures on the certificates or
stock powers guaranteed.
The method of delivery of Series B Preferred shares and all
other required documents, is at the election and risk of the tendering
stockholder. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended.
Notwithstanding any other provision hereof, delivery of DVG
Common Stock for Series B Preferred shares pursuant to the Exchange Offer will
in all cases be made only after timely receipt of certificates for such Series B
Preferred shares, a properly completed and duly executed Transmittal Letter (or
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Shareholders of DVG
August 19, 1996
Page 3
manually signed facsimile thereof) and any other required
documents.
All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of any tender of Series B Preferred shares will
be determined by DVG in its sole discretion, whose determination will be final
and binding. DVG reserves the absolute right to reject any or all tenders
determined by it not to be in proper form or the acceptance for payment of or
payment for which may, in the opinion of the DVG's counsel, be unlawful. DVG
also reserves the absolute right to waive any of the conditions of the Exchange
Offer relating to proper tender of the Series B Preferred shares or any defect
or irregularity in the tender of any Series B Preferred shares. DVG's
interpretation of the terms and conditions of the Exchange Offer (including the
Transmittal Letter and the instructions thereto) relating to the Series B
Preferred shares will be final and binding. Neither DVG, nor any other person
will be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
The valid tender of Series B Preferred shares as described
above will constitute a binding agreement between the tendering stockholder and
DVG upon the terms and subject to the conditions of the Exchange Offer.
Section 3: Federal Income Tax Consequences of the Proposed
Exchange.
As of the date hereof, it is intended that the exchange of
Series B Preferred Stock for Common Stock will constitute a reorganization
pursuant to Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as
amended ("Code") and that for federal income tax purposes no gain or loss will
be recognized by shareholders or the Company because the exchange will
constitute a tax-free "recapitalization" of the Company within the meaning of
the Code and the regulations promulgated thereunder. Under the reorganization
provisions of the Code, no gain or loss will be recognized by the holders of the
Series B Preferred Stock with respect thereto as a result of the surrender of
their shares in exchange for shares of the Common Stock to the extent that the
greater of the fair market value or liquidation value of the Common Stock does
not exceed the issue price of the Series B Preferred Stock surrendered; to the
extent that there is such a difference, that amount will be treated as a stock
dividend,
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Shareholders of DVG
August 19, 1996
Page 4
taxable to the extent of available earnings and profits of the Company. The
aggregate tax basis of the shares of Common Stock received in the exchange will
be the same as the aggregate tax basis of the shares of Series B Preferred Stock
surrendered in the exchange. The holding period of the shares of Common Stock
received will include the holding period of the shares of Series B Preferred
Stock surrender in exchange therefor.
STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS AS TO THE FEDERAL, STATE, LOCAL AND OTHER TAX
CONSEQUENCES TO THEM OF THE MERGER.
In addition, the description does not consider the effect of
any applicable foreign, state, local or other tax laws. The above description
does not purport to consider all aspects of Federal income taxation that may be
relevant to particular Stockholders, and may not be applicable to Stockholders
who are not citizens or residents of the United States.
Section 4: Information About DVG.
(a) Price Range of Shares. The DVG Common Stock is listed on
the National Association of Dealers, Inc. Electronic Bulletin Board. The
following table sets forth the high and low sales prices for the shares of
Common Stock for the periods indicated:
Calendar Year High Low
- ------------- ----- -----
1996 $1.00 $0.11
- ----
1995 $2.76 $0.19
- ----
On August 15, 1996, the last trading day before commencement of the Exchange
Offer, the closing sales price of the Common Stock was $0.14.
(b) To date, DVG has not paid any cash dividends on its Common
Stock. Payment of future dividends will be at the discretion of DVG's Board of
Directors and will depend upon, among other things, future earnings, operations,
capital requirements, the general financial condition of DVG and general
business conditions. The Company has continued to incur losses since inception
including losses for the nine months ended March 31, 1996. Unless the Company
can (1) successfully market its
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Shareholders of DVG
August 19, 1996
Page 5
products, (2) obtain such capital contributions or financing as may be required
to sustain its current operations, meet is debt obligations, and to fulfill its
sales and marketing activities, (3) achieve a level of sales adequate to support
the Company's cost structure, and (4) ultimately operate profitably, the
Company may be unable to continue as a going concern.
The Company has financed its operations through
the sales of its securities, loans and by certain employees deferring a portion
of their compensation, as well as through the sale of its products. In May 1996,
the Company issued $250,000 of convertible debt which matures August 1, 1997 of
which $50,000 has been converted. If the debt is not converted to Common Stock
prior to its maturity date, the Company may not have sufficient cash available
to satisfy this obligation at maturity.
InfoPak, Inc., a subsidiary of the Company
("InfoPak"), has had negative cash flow from its operation since the date that
it was acquired by the Company and has nearly depleted its cash reserves. Due
to the Company's limited cash position, no assurances can be given that funds
will be available to fund the future operations of InfoPak.
Management's continuing plan to address these issues
includes (a) increasing sales and marketing efforts of the Company's DV3D(R) and
InfoPak products, (b) exercising cost controls to conserve cash and reduce cost
of goods, (c) raising additional funds through the issuance of either debt or
equity through private placements, (d) evaluating possible additional merger,
acquisition and/or joint venture opportunities, and (e) evaluating possible
divestitures and/or sales of assets.
If operations are maintained at only the current
level, the cash anticipated to be generated by such operations and the funds
currently on deposit, may not be sufficient to meet the Company's cash needs
beyond the calendar year ending December 31, 1996.
The consolidated financial statements have been
prepared on the basis that the Company is a going concern and do not reflect any
adjustments that might result from the outcome of the uncertainties described
above.
(c) There are hereby incorporated by reference the
following documents in their entirety heretofore filed under the
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Shareholders of DVG
August 19, 1996
Page 6
Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Securities and Exchange Commission ("Commission"):
(i) The Company's Annual Report on Form 10-KSB/A
for the year ended June 30, 1995, (Commission File No. 1-10196);
(ii) All other reports filed by the Company with
the Commission since June 30, 1995 pursuant to Section 13(a) or 15(d) of the
Exchange Act, including without limitation:
(A) The Company's definitive Proxy Statement
dated February 20, 1996 filed in connection with the Company's Annual Meeting of
Stockholders held on March 20, 1996;
(B) The Company's Quarterly Report on Form
10-QSB for the quarterly period ended September 30, 1995;
(C) The Company's Quarterly Report on Form
10-QSB for the quarterly period ended December 31, 1995; and
(D) The Company's Quarterly Report on Form
10-QSB for the quarterly period ended March 31, 1996.
In addition, all reports and other documents filed by the
Company pursuant to the Exchange Act subsequent to the date hereof shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Transmittal Letter to
the extent that a statement contained herein, or in any other subsequently filed
document that also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Proxy Statement.
THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE FILED BY THE
COMPANY WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE HEREIN) ARE AVAILABLE, WITHOUT CHARGE, UPON REQUEST
FROM ANY PERSON, INCLUDING ANY BENEFICIAL OWNER OF SHARES, TO WHOM THIS
TRANSMITTAL LETTER IS DELIVERED, FROM THE COMPANY AT THE ADDRESS LISTED IN
SECTION 2 HEREOF. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY MONDAY SEPTEMBER 16, 1996.
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Shareholders of DVG
August 19, 1996
Page 7
Section 5: Certain Securities Law Implications.
The Common Stock that is being offered to the Series B
Preferred Shareholders is not registered under the Securities Act of 1933, as
amended (the "Securities Act"). Therefore, after acquiring Common Stock in the
Exchange Offer, the holders of the Common Stock will not be able to resell such
Common Stock unless such stock is then registered or is found to be exempt from
such registration. An exemption may be found under Rule 144. The availability of
Rule 144 is conditioned on, among other things, the existence of an adequate
holding period prior to resale (the "Holding Period"), to assure that those
person who receive the Common Stock under the claim of exemption have assumed
the economic risks of investment, and therefore are not acting as conduits for
sale to the public of unregistered securities, directly or indirectly, on behalf
of an issuer.
The Holding Period of Common Stock, as provided by Rule 144,
is two (2) years. Common Stock acquired from the issuer pursuant to a
recapitalization, provided that the Exchange Offer is deemed to the
recapitalization by the Securities and Exchange Commission, may be deemed to
have been acquired at the same time as the Series B Preferred Shares were
acquired.
Section 6: Miscellaneous.
Tenders of Series B Preferred shares are irrevocable.
Neither DVG, the Depositary, or any other person will be under
any duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction.
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Shareholders of DVG
August 19, 1996
Page 8
No person has been authorized to give any information or to
make any representation on behalf of the Purchaser not contained herein or in
the Letter of Transmittal and, if given or made, such information or
representation must not be relied upon.
Very truly yours,
DIMENSIONAL VISIONS GROUP, LTD.
By: /s/ George S. Smith
___________________________
George S. Smith,
Chairman of the Board and
Chief Executive Officer
I hereby elect to tender the following number of shares of
Series B Preferred Stock pursuant to the offer of DVG dated
_______________:
SHAREHOLDER
__________________________ DATE:___________________
Print Name(s)
__________________________ No. of shares of Series B
Signature of Shareholder
Stock tendered__________________
__________________________ Certificate No._________________
Signature of Shareholder
Please sign exactly as name(s) appear(s)
on the records of the Company. If shares
are held in more than one name, all
Shareholders must sign.
