8-K 1 v70409e8-k.txt FORM 8-K 1 ==================================================== 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 (Date of earliest event reported): March 8, 2001 ==================================================== DATA DIMENSIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-04748 06-0852458 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.)

Sterling Plaza, 3rd Floor 3535 Factoria Boulevard SE Bellevue, WA 98006 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (425) 688-1000 2 Item 5. Other Events. On March 8, 2001, Data Dimensions, Inc., a Delaware corporation ("Data Dimensions"), Lionbridge Technologies, Inc., a Delaware corporation ("Lionbridge") and Diamond Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Lionbridge ("Merger Sub") entered into an Agreement and Plan of Reorganization (the "Merger Agreement"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Data Dimensions, with Data Dimensions to survive the merger and become a wholly-owned subsidiary of Lionbridge (the "Merger"). Pursuant to the Merger Agreement, upon the effective time of the Merger, outstanding shares of Data Dimensions common stock will be converted into the right to receive 0.190884 shares of Lionbridge common stock (which amount will be adjusted for any stock split, stock dividend or similar event effected between the date of the Merger Agreement and the effective time of the Merger). The Merger Agreement is filed herewith as Exhibit 2.1. The foregoing description is qualified in its entirety by reference to the full text of such exhibit. In connection with the execution of the Merger Agreement, Data Dimensions issued to Lionbridge an option (the "Lionbridge Option"), pursuant to a stock option agreement, exercisable upon the consummation of an "Acquisition Transaction" (as defined in the Merger Agreement) with a party other than Lionbridge, for such number of shares of Data Dimensions common stock as is equal to 19.9% of the issued and outstanding shares of Data Dimensions common stock on the date of such Acquisition Transaction. The Lionbridge Option is filed herewith as Exhibit 99.1. The foregoing description is qualified in its entirety by reference to the full text of such exhibit. In connection with the Merger Agreement, Lionbridge and certain directors, officers, affiliates and stockholders of Data Dimensions entered into voting agreements, the form of which is filed herewith as Exhibit 99.2 (the "Voting Agreement"). On March 8, 2001, Data Dimensions and Lionbridge issued a joint press release (the "Press Release") regarding the Merger and the signing of the Merger Agreement. The Press Release is filed herewith as Exhibit 99.3. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 2.1 -- Agreement and Plan of Reorganization, dated March 8, 2001, by and among Data Dimensions, Inc., Lionbridge Technologies, Inc., and Diamond Acquisition Corporation. The following exhibits and schedules to the Agreement and Plan of Reorganization have been omitted: EXHIBIT 1.1 -- Merger Documents EXHIBIT 1.2 -- Certificate of Incorporation of Merger sub EXHIBIT 7.8 -- Diamond Voting Agreement EXHIBIT 7.10 -- Parent Option Disclosure Schedules of Data Dimensions and Lionbridge The Registrant undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. Exhibit 99.1 -- Stock Option Agreement, dated March 8, 2001, between Lionbridge Technologies, Inc. and Data Dimensions, Inc. Exhibit 99.2 -- Form of voting agreements, dated as of March 8, 2001, between Lionbridge -2- 3 Technologies, Inc., and certain directors, officers, affiliates and stockholders of Data Dimensions, Inc. Exhibit 99.3 -- Joint press release, dated March 8, 2001, by Data Dimensions, Inc. and Lionbridge Technologies, Inc. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATA DIMENSIONS, INC. Date: March 13, 2001 By: /s/ LAURENCE C. LESLIE -------------- ----------------------------------------------- Laurence C. Leslie Executive Vice President, Chief Financial Officer and Secretary -3- 4 EXHIBIT INDEX Exhibit 2.1 -- Agreement and Plan of Reorganization, dated March 8, 2001, by and among Data Dimensions, Inc., Lionbridge Technologies, Inc., and Diamond Acquisition Corp. Exhibit 99.1 -- Stock Option Agreement, dated March 8, 2001, between Lionbridge Technologies, Inc. and Data Dimensions, Inc. Exhibit 99.2 -- Form of voting agreements, dated as of March 8, 2001, between Lionbridge Technologies, Inc., and certain directors, officers, affiliates and stockholders of Data Dimensions, Inc. Exhibit 99.3 -- Joint press release, dated March 8, 2001, by Data Dimensions, Inc. and Lionbridge Technologies, Inc.

Data Dimensions, Inc. Pro Forma Pro Forma As Reported Adjustments As Adjusted ----------- ----------- ----------- Current assets: Cash $ 3,797 $ 5,400 a $ 9,082 (115) b Accounts receivable, net 10,418 (686) b 9,732 Income tax receivable 4,169 (1,415) h 2,754 Prepaid and other current assets 2,869 (1,208) b 1,661 Deferred income taxes 600 (419) b 181 ----------- ----------- ----------- Total current assets 21,853 1,557 23,410 Equipment and furniture, net 5,264 (2,108) b 3,156 Other assets 897 (656) b 241 ----------- ----------- ----------- Total assets $ 28,014 $ (1,207) $ 26,807 =========== =========== =========== Current liabilities: Accounts payable $ 1,542 $ (589) b $ 953 Accrued compensation and commissions 2,068 (273) b 1,795 Other accrued liabilities 887 (188) b 699 Capital lease obligations, current 1,755 (1,755) b 0 ----------- ----------- ----------- Total current liabilities 6,252 (2,805) 3,447 Non-current obligations 821 (640) b 181 ----------- ----------- ----------- Total liabilities 7,073 (3,445) 3,628 Equity 21,505 0 21,505 Retained earnings (accumulated deficit) (564) 2,238 e 1,674 ----------- ----------- ----------- Total stockholders' equity 20,941 2,238 23,179 Total liabilities and stockholders' equity $ 28,014 $ (1,207) $ 26,807 =========== =========== ===========

Data Dimensions, Inc. Pro Forma Pro Forma As Reported Adjustments As Adjusted ----------- ----------- ----------- Revenue $ 31,705 $ (6,836) c $ 24,869 Direct costs 24,246 (7,171) c 17,075 ----------- ----------- ----------- Gross margin 7,459 335 7,794 General, administrative and selling expenses 19,964 (1,147) c 18,817 Non-recurring item (136) (136) ----------- ----------- ----------- Loss from operations (12,369) 1,482 (10,887) Other expense (income), net (56) (158) c (385) (171) f ----------- ----------- ----------- Loss from continuing operations before income tax (12,313) 1,811 (10,502) Income tax benefit (4,802) 706 (4,096) ----------- ----------- ----------- Loss from continuing operations $ (7,511) $ 1,105 $ (6,406) =========== =========== =========== Loss from continuing operations per share - basic $ (0.55) $ (0.47) Loss from continuing operations per share - diluted $ (0.55) $ (0.47) Weighted average shares outstanding - basic 13,559 13,559 Weighted average shares outstanding - diluted 13,559 13,559

Data Dimensions, Inc. Pro Forma Pro Forma As Reported Adjustments As Adjusted ----------- ----------- ----------- Revenue $ 86,090 $ (9,238) c $ 76,852 Direct costs 50,820 (8,747) c 42,073 ----------- ----------- ----------- Gross margin 35,270 (491) 34,779 General, administrative and selling expenses 32,653 (1,074) c 31,579 Non-recurring item 1,923 1,923 ----------- ----------- ----------- Income from operations 694 583 1,277 Other expense (income), net 213 (60) c 4 (149) f ----------- ----------- ----------- Income from continuing operations before income tax 481 792 1,273 Income tax provision 188 309 497 ----------- ----------- ----------- Income from continuing operations $ 293 $ 483 $ 776 =========== =========== =========== Income from continuing operations per share - basic $ 0.02 $ 0.06 Income from continuing operations per share - diluted $ 0.02 $ 0.06 Weighted average shares outstanding - basic 13,533 13,533 Weighted average shares outstanding - diluted 13,596 13,596

Data Dimensions, Inc. Pro Forma Pro Forma As Reported Adjustments As Adjusted ----------- ----------- ----------- Revenue $ 102,106 $ (11,702) c $ 90,404 Direct costs 61,431 (11,257) c 50,174 ----------- ----------- ----------- Gross margin 40,675 (445) 40,230 General, administrative and selling expenses 39,143 (1,408) c 37,735 Non-recurring item 1,838 (667) d 1,171 ----------- ----------- ----------- Income (loss) from operations (306) 1,630 1,324 Other expense (income), net (1,688) (254) c (2,141) (199) f ----------- ----------- ----------- Income from continuing operations before income tax 1,382 2,083 3,465 Income tax provision 539 812 1,351 ----------- ----------- ----------- Income from continuing operations $ 843 $ 1,271 $ 2,114 =========== =========== =========== Income from continuing operations per share - basic $ 0.06 $ 0.16 Income from continuing operations per share - diluted $ 0.06 $ 0.16 Weighted average shares outstanding - basic 13,537 13,537 Weighted average shares outstanding - diluted 13,555 13,555

Data Dimensions, Inc. Pro Forma Pro Forma As Reported Adjustments As Adjusted ----------- ----------- ----------- Revenue $ 114,544 $ (12,811) c $ 101,733 Direct costs 58,072 (8,895) c 49,177 ----------- ----------- ----------- Gross margin 56,472 (3,916) 52,556 General, administrative and selling expenses 40,361 (1,567) c 38,794 Non-recurring item 757 757 ----------- ----------- ----------- Income from operations 15,354 (2,349) 13,005 Other expense (income), net 231 (106) c (83) ----------- ----------- ----------- Income from continuing operations before income tax 15,123 (2,035) 13,088 Income tax provision 5,921 (794) 5,127 ----------- ----------- ----------- Income from continuing operations $ 9,202 $ (1,241) $ 7,961 =========== =========== =========== Income from continuing operations per share - basic $ 0.69 $ 0.60 Income from continuing operations per share - diluted $ 0.69 $ 0.59 Weighted average shares outstanding - basic 13,347 13,347 Weighted average shares outstanding - diluted 13,412 13,412

Data Dimensions, Inc. Pro Forma Pro Forma As Reported Adjustments As Adjusted ----------- ----------- ----------- Revenue $ 60,444 $ (7,378) c $ 53,066 Direct costs 29,965 (5,353) c 24,612 ----------- ----------- ----------- Gross margin 30,479 (2,025) 28,454 General, administrative and selling expenses 28,572 (1,265) c 27,307 Non-recurring item 4,024 (206) g 3,818 ----------- ----------- ----------- Loss from operations (2,117) (554) (2,671) Other expense (income), net 56 (210) f (154) ----------- ----------- ----------- Loss from continuing operations before income tax (2,173) (344) (2,517) Income tax provision 700 (134) 566 ----------- ----------- ----------- Loss from continuing operations $ (2,873) $ (210) $ (3,083) =========== =========== =========== Loss from continuing operations per share - basic $ (0.22) $ (0.24) Loss from continuing operations per share - diluted $ (0.22) $ (0.24) Weighted average shares outstanding - basic 12,772 12,772 Weighted average shares outstanding - diluted 12,772 12,772

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