As filed with the Securities and Exchange Commission on April 16, 2002
Registration No. 333________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
DDi Corp.
(Exact name of registrant as specified in its charter)
Delaware 06-1576013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1220 Simon Circle, Anaheim, CA 92806
(Address of Principal Executive Offices) (Zip Code)
-------------
DDi Corp. 2000 Equity Incentive Plan
(Full title of the plan)
--------------
Joseph Gisch
Vice President and Chief Financial Officer
DDi Corp.
1220 Simon Circle
Anaheim, CA 92806
(Name and address of agent for service)
(714) 688-7200
(Telephone number, including area code, of agent for service)
Copies of all communications to:
John F. Della Grotta, Esq.
Paul, Hastings, Janofsky & Walker LLP
Seventeenth Floor
695 Town Center Drive
Costa Mesa, California 92626-1924
(714) 668-6200
--------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (2) registration fee
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 922,316 shares (3) $17.26 $10,697,725 $984
===================================================================================================================
(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 922,316 shares to be
registered hereunder, 443,284 are subject to options at an exercise price
of $17.26 per share. The offering price for the remaining 479,032 shares
not subject to options on the date hereof an exercise price of $6.36 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 April 11, 2002.
(2) The maximum aggregate offering price consists of $7,651,081.84 payable in
respect of 443,284 shares subject to options at an exercise price of $17.26
per share, plus $3,046,643 payable in respect of 479,032 shares not
subject to options on the date hereof, at an estimated exercise price of
$6.36 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 April 11, 2002.
(3) As presently constituted, plus such indeterminate number of shares as may
become subject to the DDi Corp. 2000 Equity Incentive Plan, as a result of
adjustment provisions set forth in such Plans and agreements entered into
pursuant thereto.
===================================================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E.
REGISTRATION OF ADDITIONAL SECURITIES
The shares covered by this Registration Statement represent additional
shares of the Registrant's Common Stock that have become available for issuance
under the DDi Corp. 2000 Equity Incentive Plan (the "Plan") as a result of an
increase in the number of shares authorized for issuance thereunder pursuant to
evergreen provisions in the Plan. Unless otherwise noted herein, the contents of
the Registrant's Form S-8 Registration Statement (File No. 333-37336) relating
to the Plan are incorporated by reference into this Registration Statement.
PART II
Item 8. Exhibits.
4.1 DDi Corp. 2000 Equity Incentive Plan. (Previously filed
with the Commission on March 22, 2000 as Exhibit 10.8 to
Amendment No. 2 to DDi Corp's Registration Statement
on Form S-1, Registration No. 333-95623, which is
incorporated herein by reference.)
4.2 Certificate of Incorporation of DDi Merger Co. (Previously
filed with the Commission on March 30, 2001 as Exhibit 3.1
to DDi Corp.'s Annual Report on 10-K for the fiscal year
ended December 31, 2000, which is incorporated herein by
reference.)
4.3 Amended and Restated Bylaws of DDi Corp. (Previously filed
with the Commission on March 30, 2001 as Exhibit 3.2 to DDi
Corp.'s Annual Report on 10-K for the fiscal year ended
December 31, 2000, which is incorporated herein by
reference.)
4.4 Certificate of Merger of DDi Corp., a California
corporation, with and into DDi Merger Co., a Delaware
corporation. (Previously filed with the Commission on March
30, 2001 as Exhibit 3.3 to DDi Corp.'s Annual Report on 10-K
for the fiscal year ended December 31, 2000, which is
incorporated herein by reference.)
5 Opinion of Paul, Hastings, Janofsky & Walker, LLP.
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth
as part of Exhibit 5 above).
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24 Power of Attorney (set forth on signature page).
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 the City of Anaheim, State of California, on April 15, 2002.
DDi CORP.
By: /S/ JOSEPH P. GISCH
-------------------------------
Joseph P. Gisch
Chief Financial Officer,
Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce D. McMaster and Joseph P. Gisch and
each of them singly, such person's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities (including such
person's capacity as a director and/or officer of DDi Corp.), to sign any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated:
Signature Title Date
--------- ----- ----
/S/ BRUCE D MCMASTER President, Chief Executive Officer and April 15, 2002
- ------------------------- a Director (Principal Executive Officer)
Bruce D. McMaster
/S/ JOSEPH P, GISCH Chief Financial Officer, Secretary and April 15, 2002
- ------------------------- Treasurer (Principal Financial and
Joseph P. Gisch Accounting Officer)
/S/ PRESCOTT ASHE Director April 15, 2002
- -------------------------
Prescott Ashe
/S/ MARK BENHAM Director April 15, 2002
- -------------------------
Mark Benham
/S/ EDWARD CONARD Director April 15, 2002
- -------------------------
Edward Conard
/S/ DAVID DOMINIK Director April 15, 2002
- -------------------------
David Dominik
-2-
/S/ ROBERT GUEZURAGA Director April 15, 2002
- -------------------------
Robert Guezuraga
/S/ MURRAY KENNEY Director April 15, 2002
- -------------------------
Murray Kenney
/S/ STEPHEN PAGLIUCA Director April 15, 2002
- -------------------------
Stephen Pagliuca
/S/ STEPHEN ZIDE Director April 15, 2002
- -------------------------
Stephen Zide
-3-
INDEX TO EXHIBITS
Exhibit Description
- -------
No.
- ---
4.1 DDi Corp. 2000 Equity Incentive Plan. (Previously filed with
the Commission on March 22, 2000 as Exhibit 10.8 to Amendment
No. 2 to DDi Corp's Registration Statement on Form S-1,
Registration No. 333-95623, which is incorporated herein by
reference.)
4.2 Certificate of Incorporation of DDi Merger Co. (Previously
filed with the Commission on March 30, 2001 as Exhibit 3.1 to
DDi Corp.'s Annual Report on 10-K for the fiscal year ended
December 31, 2000, which is incorporated herein by reference.)
4.3 Amended and Restated Bylaws of the DDi Corp. (Previously filed
with the Commission on March 30, 2001 as Exhibit 3.2 to DDi
Corp.'s Annual Report on 10-K for the fiscal year ended
December 31, 2000, which is incorporated herein by reference.)
4.4 Certificate of Merger of DDi Corp., a California corporation,
with and into DDi Merger Co., a Delaware corporation.
(Previously filed with the Commission on March 30, 2001 as
Exhibit 3.3 to DDi Corp.'s Annual Report on 10-K for the fiscal
year ended December 31, 2000, which is incorporated herein by
reference.)
5 Opinion of Paul, Hastings, Janofsky & Walker, LLP.
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
part of Exhibit 5 above).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney (set forth on signature page).