-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkQBX05/TSInYkQswmxj5OPC6GI3v8BN8v/9wKk4Tw1tRC7RIoDD4fp1PGKS7cVC QZKuh9sFda2rPUI0DYGtpA== 0000912057-96-005644.txt : 19960402 0000912057-96-005644.hdr.sgml : 19960402 ACCESSION NUMBER: 0000912057-96-005644 CONFORMED SUBMISSION TYPE: SB-2MEF PUBLIC DOCUMENT COUNT: 3 333-00841 FILED AS OF DATE: 19960329 EFFECTIVENESS DATE: 19960329 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATA DIMENSIONS INC CENTRAL INDEX KEY: 0000026990 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 060852458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-02081 FILM NUMBER: 96542038 BUSINESS ADDRESS: STREET 1: 777 108TH AVENUE NE STREET 2: SUITE 2070 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 2066881000 MAIL ADDRESS: STREET 1: 777 108TH AVENUE NE SUITE 2070 CITY: BELLEVUE STATE: WA ZIP: 98004 SB-2MEF 1 REG COV., EXP NOTE, SIG PG AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ DATA DIMENSIONS, INC. (Name of Small Business Issuer as Specified in Its Charter) DELAWARE 7379 06-0852458 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
-------------------------- 777 - 108TH AVENUE N.E. BELLEVUE, WASHINGTON 98004 (206) 688-1000 (Address and Telephone Number of Principal Executive Offices) LARRY W. MARTIN CHIEF EXECUTIVE OFFICER AND PRESIDENT 777 - 108TH AVENUE N.E. BELLEVUE, WASHINGTON 98004 (206) 688-1000 (Name, Address and Telephone Number of Agent for Service) -------------------------- COPIES TO: BRUCE A. ROBERTSON MICHAEL J. ERICKSON MICHAEL A. SKINNER LAURA A. BERTIN Garvey, Schubert & Barer Heller, Ehrman, White & McAuliffe 1191 Second Avenue, Suite 1800 6100 Columbia Center - 701 Fifth Avenue Seattle, Washington 98101-2939 Seattle, Washington 98104-7098 (206) 464-3939 (206) 447-0900
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-841 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _________ If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM OFFERING PRICE AGGREGATE TITLE OF EACH CLASS OF AMOUNT TO BE PER OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE (2) REGISTRATION FEE (2) Common Stock, par value $.001 (1)..... 1,380,000 $14.00 $19,320,000 $1,110.34 Representative's Warrant to purchase shares of Common Stock............... 120,000 $.001 $20 $0.00 Common Stock, par value $.001, issuable upon exercise of Representative's Warrant............. 120,000 $23.10 $ 462,000 $159.31 Total....................................................................................... $1,269.65
(1) Includes 180,000 shares that the Underwriters have the option to purchase solely to cover over-allotments, if any. (2) Registration fee calculated solely on the basis of the additional 230,000 shares of Common Stock and Representative's Warrant for an additional 20,000 shares registered pursuant hereto. Remainder of registration fee paid in connection with filing of related registration statement on Form SB-2 and Amendment No. 1 thereto (Registration No. 333-841). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE Incorportated by reference herein is the entirely of the Registration Statement on Form SB-2 (File No. 333-841) of Data Dimensions, Inc. (the "Company"), which was declared effective by the Securities and Exchange Commission (the "Commission") on March 29, 1996, including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on March 29, 1996. REGISTRANT: DATA DIMENSIONS, INC. By /s/ LARRY W. MARTIN ------------------------------------ Larry W. Martin, CEO & President In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities stated on March 29, 1996. Principal Executive Officer: By /s/ LARRY W. MARTIN ----------------------------------- Larry W. Martin, CEO & President Principal Financial and Accounting Officer: By /s/ WILLIAM H. PARSONS ----------------------------------- William H. Parsons, Chief Financial Officer Board of Directors: By /s/ LARRY W. MARTIN ----------------------------------- Larry W. Martin, Director By /s/ WILLIAM H. PARSONS ----------------------------------- William H. Parsons, Director By /s/ THOMAS W. FIFE ----------------------------------- Thomas W. Fife, Director II-4 EXHIBIT INDEX 5.1 Opinion of Garvey, Schubert & Barer regarding legality 23.1 Consent of Independent Auditors 23.2 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1)
- ------------------------ II-5 EX-5.1 2 EXH 5.1 EXHIBIT 5.1 OPINION OF COUNSEL March 29, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Data Dimensions, Inc. Registration No. 333-841 Ladies and Gentlemen: We are acting as counsel to Data Dimensions, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement under the Securities Act of 1933 (Registration No. 333-841) filed by the Company with the Securities and Exchange Commission on Form SB-2 (the "Registration Statement"), the related Registration Statement on Form SB-2 (the "Short-form Statement") filed pursuant to Rule 462(b) and the proposed sale by the Company of the securities described on the facing page of each of such registration statements (collectively, the "Securities"). In connection with the foregoing, we are of the opinion that the Securities, when sold, will be legally issued, fully paid and non-assessable. We hereby authorize and consent to the use of this opinion as Exhibit 5.1 to the Short-Form Registration Statement. Very truly yours, GARVEY, SCHUBERT & BARER EX-23.1 3 EXH 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Data Dimensions, Inc. Bellevue, Washington We hereby consent to the use in the Prospectus constituting a part of this Registration Statement filed pursuant to Rule 462(b) of our report dated January 22, 1996 (except for Notes 2, 5 and 10, as to which the date is March 18, 1996) relating to the financial statements of Data Dimensions, Inc. which is contained in the Registration Statement on Form SB-2 and Amendment No. 1 thereto (Registration No. 333-841). We also consent to the reference to us under the captions "Selected Financial Data" and "Experts." BDO SEIDMAN, LLP Seattle, Washington March 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----