UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported): April 5, 2001
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DDi Corp.
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(Exact name of registrant as specified in its chapter)
Delaware 0-30241 06-1576013
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
1220 Simon Circle 92806
Anaheim, California (Zip Code)
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(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 688-7200
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(Former name or former address, if changed since last report)
Item 5. Other Events
DDi Corp. (the "Company") will hold its annual meeting of stockholders on
Friday, June 1, 2001. The Annual Meeting will be held at 10:00 a.m., California
time, at our principal executive offices located at 1220 Simon Circle, Anaheim,
California 92806.
Our Bylaws contain procedures to be followed in connection with nominations
for director and stockholder proposals. Because this is our first annual
meeting as a public company, we are publishing these pre-notification Bylaws in
this report.
Director Nominations for Annual Meeting. At the Annual Meeting, the
stockholders will be asked to elect three Class I Directors. The Board of
Directors will nominate three persons for election as Class I directors and will
solicit proxies for such directors pursuant to a proxy statement to be mailed to
stockholders at a later date. This report is not a solicitation of a proxy on
behalf of the Company. Our Bylaws set forth certain procedures relating to the
nomination of directors. Under our Bylaws, nominations of persons for election
to the Board of Directors may be made by (a) the Board of Directors or a
committee appointed by the Board of Directors or (b) any stockholder who (i) is
a stockholder of record at the time of giving the notice provided for in our
Bylaws, (ii) will be entitled to vote for the election of directors at the
Annual Meeting, and (iii) complies with the notice procedures set forth in our
Bylaws. Nominations by stockholders must be made by delivering a written notice
to the Company.
Under the procedures set forth in our Bylaws, in order to be timely for the
2001 Annual Meeting, a stockholder's notice regarding a director nomination must
be delivered to or mailed and received by the Company not later than April 15,
2001 (the 10th day following the date of this announcement) to the Company's
principal executive offices at 1220 Simon Circle, Anaheim, California 92806, to
the attention of Joseph P. Gisch, Secretary. The written notice must include
(a) as to each proposed nominee (i) the name, age, business address and, if
known, residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed as to nominees
in proxy solicitations pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including such person's written
consent to be named as a nominee and to serve as a director if elected; and (b)
as to the stockholder giving the notice (i) the name and address, as they appear
on the corporation's books, of such stockholder and (ii) the class and number of
shares of the corporation which are beneficially owned by such stockholder. We
may require any proposed nominee to furnish such other information as may
reasonably be required by us to determine the eligibility of such proposed
nominee to serve as a director of the Company.
In addition to the nomination procedures outlined in our Bylaws, a
stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the nomination of
directors.
Stockholder Proposals for Annual Meeting. Our Bylaws also set forth
certain procedures for properly bringing other business before an annual meeting
of the stockholders. For business (other than the nomination of directors) to
be properly brought before an annual meeting by a
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stockholder, the stockholder must timely deliver a written notice regarding the
proposal to the Company.
To be timely, a stockholder proposal must be submitted to the Company no
later than April 15, 2001. Upon your request, if such proposal is in compliance
with all of the requirements of Rule 14a-8 under the Exchange Act, we will
include it in our proxy statement and set it forth on the form of proxy issued
for such annual meeting of stockholders. Any such stockholder proposals should
be mailed or delivered to the attention of the Secretary of the Company, Joseph
P. Gisch, at 1220 Simon Circle, Anaheim, California 92806. With respect to any
proposal that a stockholder of the Company presents at the Annual Meeting that
is not submitted for inclusion in the Company's proxy materials pursuant to Rule
14a-8 under the Exchange Act, the proxy for the Annual Meeting will confer
discretionary voting authority to vote on such stockholder proposal unless (a)
the Company is notified of such proposal no later than April15, 2001 (the 10th
day following the date of this announcement), and (b) the proponent complies
with the other requirements set forth in Rule 14a-4 under the Exchange Act. The
written notice must include, as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the Company's
books, of the stockholder proposing such business, (c) the class and number of
shares of the Company which are beneficially owned by the stockholder and (d)
any material interest of the stockholder in such business.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DDI CORP.
Date: April 5, 2001 By: /s/ Joseph P. Gisch
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Joseph P. Gisch
Chief Financial Officer