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: December 10, 1997
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: Other Events
------------
This is a follow up of Registrant's Form 10QSB of September 30, 1997,
which stated that Registrant was negotiating the renewal of its credit line
which expired as of April 30, 1997 and that failure to extend repayment of the
current credit line balance and obtain adequate additional short term financing
may result in the Registrant's inability to meet its cash obligations.
The Company has reached an agreement with the its former bank on an
extension of the repayment of the $466,000 line of credit and installment loan
balances and has finalized a mortgage loan agreement on the Company's
facilities, which loan was guaranteed by the Company's major shareholder.
The Company has suspended production of the IMU slip rings remaining to be
shipped under the Kearfott Guidance and Navigation contract following further
test failures similar to the failures experienced in late 1996. Further tests
and meetings are scheduled to attempt to determine the source of the test
failures. This interruption in the delivery of the IMU slip rings will have an
adverse effect on the cash flow of the Company in the fourth quarter of this
year, and in the first quarter of 1998.
After repeated administrative delays by the customer since contract
inception, the status of the Acala Program is uncertain. As of this writing, the
Company has been informed that the Government may terminate the contract for
convenience. This development could potentially delay payments resulting in
further adverse effect on the Company's cash flow and inability to meet its
financial obligations in early 1998.
As a consequence of the financial difficulties experienced by the Company
in 1997 and the decision of the Company's bank not to renew its credit facility,
the Company is unable to meet the minimum capital and surplus requirements of
the NASDAQ Stock Market. NASDAQ has notified the Company that its stock will be
delisted effective on December 9, 1997. The Company does not plan to appeal the
decision as it has not found any meaningful way to increase its minimum capital
and surplus requirement in the short time provided by NASDAQ. Instead, the
Company opted to be delisted, and will reapply for listing when it again meets
the NASDAQ listing requirements.
Fifth Dimension Inc.
------------------------
(Registrant)
-----------------------------------
By: Craig E. Ebner
Its: President,
Chief Executive Officer