UNITED STATES
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): June 28, 2002
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DDi Corp.
DDi Capital Corp.
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(Exact name of registrant as specified in charter)
Delaware 000-30241 06-1576013
California 333-41187 33-0780382
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Numbers) Identification Nos.)
1220 Simon Circle, Anaheim, CA 92806
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 688-7200
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 28, 2002, DDi Corp. announced the following recent developments
regarding its business. When used in this report, the terms "DDi," "DDi Corp.,"
"we," "our" and "us" refer to DDi Corp. and its consolidated subsidiaries,
unless otherwise specified. As used in this report, "Dynamic Details" refers to
Dynamic Details Incorporated, a California corporation and an indirect
wholly-owned subsidiary of DDi Corp.
Amendment to Dynamic Details, Inc. Senior Credit Facility
On June 28, 2002, Dynamic Details entered into an amendment to the
Dynamic Details senior credit facility. The amendment either waives or resets
the financial convenants under the Dynamic Details senior credit facility
through December 31, 2003 and establishes two new covenants, one related to
liquidity and the other related to minimum revenues. The amendment reduced the
maximum available borrowing under the revolving credit facility from $75 million
to $50 million and provides that until the fourth quarter of 2003 access to the
full $50 million amount shall be limited to $25 million. Pursuant to the terms
of the revolving credit facility, access to the maximum borrowing amount
continues to be subject to other conditions. A copy of the amendment is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
Impairment of Goodwill
On January 1, 2002, we adopted Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
requires that goodwill and certain other intangible assets be tested for
impairment at least annually or whenever evidence of potential impairment
exists. Under SFAS 142, we are required to recognize an impairment charge for
the write-down of goodwill if the fair values of our net assets are less than
their current recorded book values. As a result of the recent decline in the
market price of our common stock, we were required to test our goodwill and
certain other intangible assets for impairment. As a result of this impairment
analysis, we expect to record a goodwill impairment charge during the second
quarter of 2002. We currently estimate that this charge will range between
$60 million and $80 million, pending completion of the impairment analysis.
Item 7. Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Sixth Amendment, dated as of June 28, 2002, to the Credit
Agreement, dated as of July 23, 1998, among (i) DDi Capital Corp.,
formerly known as Details, Capital Corp.; (ii) Dynamic Details,
Incorporated, formerly known as Details, Inc.; (iii) Dynamic
Details Incorporated, Silicon Valley, formerly known as Dynamic
Circuits, Inc.; (iv) the several banks and other financial
institutions from time to time parties thereto; (v) Bankers Trust
Company; and (vi) The Chase Manhattan Bank.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
DDi Corp. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DDi CORP.
Date: July 1, 2002 By: /s/ JOSEPH P. GISCH
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Joseph P. Gisch
Chief Financial Officer,
Secretary and Treasurer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
DDi Capital Corp. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DDi CAPITAL CORP.
Date: July 1, 2002 By: /s/ JOSEPH P. GISCH
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Joseph P. Gisch
Chief Financial Officer, Vice President
and Treasurer
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