As filed with the Securities and Exchange Commission on June 30, 2000
File No. 333-37336
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Delaware DDi CORP. 06-1576013
(State or Other Jurisdiction (Exact name of registrant as specified in its charter) (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1220 Simon Circle, Anaheim, CA 92806
(714) 688-7200
(Address of Principal Executive Offices)
2000 EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
1997 DETAILS, INC. EQUITY INCENTIVE PLAN
DETAILS, INC. 1996 EMPLOYEE STOCK OPTION PLAN
DETAILS, INC. 1996 PERFORMANCE STOCK OPTION PLAN
DETAILS HOLDINGS CORP.-DYNAMIC CIRCUITS 1996 STOCK OPTION PLAN
DETAILS HOLDINGS CORP.-DYNAMIC CIRCUITS 1997 STOCK OPTION PLAN
----------------------------
(Full Title of the Plans)
Joseph P. Gisch
Vice President and Chief Financial Officer
DDi Corp.
1220 Simon Circle
Anaheim, CA 92806
(714) 688-7200
---------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================
Title Of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered Share/(1)/ Price/(2)/ Fee/(3)/
- ----------------------------------------------------------------------------------------------------
Common Stock, Par
Value $0.01 7,598,588 shares $0.34-$21.79 $94,748,172 $25,013.52
====================================================================================================
(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 7,598,588 shares to be
registered hereunder, 104,708 are subject to options at an exercise price of
$0.34 per share, 180,266 are subject to options at an exercise price of
$0.56 per share, 58,123 are subject to options at an exercise price of $1.78
per share, 413,439 are subject to options at an exercise price of $2.44 per
share, 701,980 are subject to options at an exercise price of $12.00 per
share, 913,352 are subject to options at an exercise price of $12.64 per
share, 1,089,600 are subject to options at an exercise price of $14.00 per
share, and 378,700 are subject to options at an exercise price of $21.79 per
share. The offering price for the remaining 3,758,420 shares not subject to
options on the date hereof (including 1,450,000 shares eligible for issuance
under the Employee Stock Purchase Plan) of $13.31 per share has been
estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of DDi Corp. Common Stock, par value $0.01 per share, reported on the
Nasdaq National Market on May 12, 2000. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Employee Stock Purchase Plan described herein.
(2) The maximum aggregate offering price consists of $35,600.72 payable in
respect of 104,708 shares subject to options at an exercise price of $0.34
per share, $100,948.96 payable in respect of 180,266 shares subject to
options at an exercise price of $0.56 per share, $103,458.94 payable in
respect of 58,123 shares subject to options at an exercise price of $1.78
per share, $1,008,791.16 payable in respect of 413,439 shares subject to
options at an exercise price of $2.44 per share, $8,423,760.00 payable in
respect of 701,980 shares subject to options at an exercise price of $12.00
per share, $11,544,769.28 payable in respect of 913,352 shares subject to
options at an exercise price of $12.64 per share, $15,254,400 payable in
respect of 1,089,600 shares subject to options at an exercise price of
$14.00 per share, $8,251,873 payable in respect of 378,700 shares subject to
options at an exercise price of $21.79 per share, plus $50,024,570.20
payable in respect of 3,758,420 shares not subject to options on the date
hereof.
(3) $25,013.52 was paid as of May 18, 2000.
Exhibit Index on Page II-6
Page 1 of 6_ Pages.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
DDi Corp. (the "Registrant" or the "Company") hereby incorporates the
following documents herein by reference:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act, as filed with the Securities and
Exchange Commission (the "Commission") on April 11, 2000 and the
post-effective amendment to the Registrant's Registration
Statement on Form S-1, as filed with the Commission on April 14,
2000.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, as filed with the Commission pursuant to Section 13 under
the Exchange Act, on May 15, 2000.
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the shares of common stock registered in this
Registration Statement will be passed upon for the Registrant by Ropes & Gray,
Boston, Massachusetts. Some partners of Ropes & Gray are members of RGIP LLC,
which owned 66,318 shares of common stock as of December 31, 1999. RGIP is also
an investor in some of the investment funds affiliated with Bain Capital, Inc.,
and some of these funds are stockholders of the Registrant.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Certificate of Incorporation provides that the
Registrant's directors shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent that exculpation from liabilities is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Registrant's By-Laws provide that the Registrant shall indemnify its
directors to the full extent permitted by the laws of the State of Delaware.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
II-2
Item 8. Exhibits.
--------
Exhibit
4.1 2000 Equity Incentive Plan (Previously filed as Exhibit 10.8 to
the Registration Statement on Form S-1, as amended, No. 333-
95623).
4.2 Employee Stock Purchase Plan (Previously filed as Exhibit 10.37
to the Registration Statement on Form S-1, as amended, No. 333-
95623).
4.3 1997 Details, Inc. Equity Incentive Plan (Previously filed as
Exhibit 10.7 to the Registration Statement on Form S-4, as
amended, of the Registrant's subsidiary, DDi Capital Corp. No.
333-41187).
4.4 Details Holdings Corp.-Dynamic Circuits 1996 Stock Option Plan
dated as of July 23, 1998 (Previously filed as Exhibit 10.6 to
the Annual Report on Form 10-K of the Registrant's subsidiaries,
DDi Capital Corp. and Dynamic Details, Incorporated for the
fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
4.5 Details Holdings Corp.-Dynamic Circuits 1997 Stock Option Plan
dated as of July 23, 1998 (Previously filed as Exhibit 10.7 to
the Annual Report on Form 10-K of the Registrant's subsidiaries,
DDi Capital Corp. and Dynamic Details, Incorporated for the
fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
4.6 Details, Inc. 1996 Employee Stock Option Plan dated as of
December 31, 1996 (Previously filed as Exhibit 10.6 to the
Registration Statement on Form S-4 filed on November 26, 1997,
File No. 333-41211).
4.7 Details, Inc. 1996 Performance Stock Option Plan dated as of
January 31, 1996 (Previously filed as Exhibit 10.7 to the
Registration Statement on Form S-4 filed on November 26, 1997,
File No. 333-41211).
5. Opinion of Ropes & Gray.
23.1. Consent of Ropes & Gray (See Exhibit 5).
23.2. Consent of PricewaterhouseCoopers LLP (Previously filed).
24. Power of Attorney (Included on Signature Page previously filed).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof)
II-3
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
Pursuant to 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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Anaheim, California on this the 28th day of June, 2000.
DDi Corp.
By: /s/ JOSEPH P. GISCH
-------------------------------
Name: Joseph P. Gisch
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
* President, Chief Executive June 30, 2000
- -------------------------
Bruce D. McMaster Officer (Principal Executive
Officer) and Director
/S/ JOSEPH P. GISCH Chief Financial Officer June 30, 2000
- -------------------------
Joseph P. Gisch (Principal Financial
and Accounting Officer)
* Director June 30, 2000
- -------------------------
Prescott Ashe
* Director June 30, 2000
- -------------------------
Christopher Behrens
* Director June 30, 2000
- -------------------------
Mark R. Benham
* Director June 30, 2000
- -------------------------
Edward W. Conard
* Director June 30, 2000
- -------------------------
Charles D. Dimick
* Director June 30, 2000
- -------------------------
David Dominik
* Director June 30, 2000
- -------------------------
Stephen G. Pagliuca
II-5
* Director June 30, 2000
- -------------------------
Stephen M. Zide
*See Power of Attorney executed by each such officer and/or director on the
Registration Statement on Form S-8 previously filed with the SEC on May 18,
2000, appointing Bruce D. McMaster and Joseph P. Gisch, and each of them singly,
as true and lawful attorney-in-fact and agent with full power to sign this and
all amendments (including post-effective amendments) to this Registration
Statement.
II-6
EXHIBIT INDEX
Number Title of Exhibit
- ------ ----------------
Exhibit
4.1 2000 Equity Incentive Plan (Previously filed as Exhibit 10.8 to
the Registration Statement on Form S-1, as amended, No. 333-
95623).
4.2 Employee Stock Purchase Plan (Previously filed as Exhibit 10.37
to the Registration Statement on Form S-1, as amended, No. 333-
95623).
4.3 1997 Details, Inc. Equity Incentive Plan (Previously filed as
Exhibit 10.7 to the Registration Statement on Form S-4, as
amended, of the Registrant's subsidiary, DDi Capital Corp. No.
333-41187).
4.4 Details Holdings Corp.-Dynamic Circuits 1996 Stock Option Plan
dated as of July 23, 1998 (Previously filed as Exhibit 10.6 to
the Annual Report on Form 10-K of the Registrant's subsidiaries,
DDi Capital Corp. and Dynamic Details, Incorporated for the
fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
4.5 Details Holdings Corp.-Dynamic Circuits 1997 Stock Option Plan
dated as of July 23, 1998 (Previously filed as Exhibit 10.7 to
the Annual Report on Form 10-K of the Registrant's subsidiaries,
DDi Capital Corp. and Dynamic Details, Incorporated for the
fiscal year ended December 31, 1998 File No. 333-41187 and 333-
41211).
4.6 Details, Inc. 1996 Employee Stock Option Plan dated as of
December 31, 1996 (Previously filed as Exhibit 10.6 to the
Registration Statement on Form S-4 filed on November 26, 1997,
File No. 333-41211).
4.7 Details, Inc. 1996 Performance Stock Option Plan dated as of
January 31, 1996 (Previously filed as Exhibit 10.7 to the
Registration Statement on Form S-4 filed on November 26, 1997,
File No. 333-41211).
5 Opinion of Ropes & Gray.
23.1 Consent of Ropes & Gray (See Exhibit 5).
23.2 # Consent of PricewaterhouseCoopers LLP.
24 # Power of Attorney (Included on Signature Page).
#Previously filed