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 ------------------ 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