<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) 1
DDi Corp.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
233162 10 6
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(CUSIP Number)
Ann Marie Viglione, Controller
Two Copley Place, 7th Flr.
Boston, Massachusetts 02116
(617) 572-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 233162 10 6 PAGE 2 OF 10 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bain Capital Fund V, L.P. ("Fund V")
EIN No.: 04-3290093
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 1,872,399 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,872,399 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,872,399 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.8%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 233162 10 6 PAGE 3 OF 10 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bain Capital Fund V-B, L.P. ("Fund V-B")
EIN No.: 04-3290775
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 4,887,661 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,887,661 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,887,661 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.4%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 233162 10 6 PAGE 4 OF 10 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates ("BCIP")
EIN No.: 04-3109427
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 1,684,368 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,684,368 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,684,368 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.3%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 233162 10 6 PAGE 5 OF 10 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Trust Associates, L.P. ("BCIP Trust")
EIN No.: 04-3109428
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 732,569 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 732,569 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
732,569 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.9%
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TYPE OF REPORTING PERSON*
14
PN
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Unless set forth below, all previously reported Items are unchanged.
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) By virtue of the relationships described herein, the Reporting Persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under
the Exchange Act. As a member of a group, each Reporting Person may be deemed
to share voting and dispositive power with respect to, and therefore
beneficially own, the shares beneficially owned by the members of the group as a
whole. As of the date hereof, the Reporting Persons collectively own an
aggregate of 9,176,997 shares, or approximately 23.3% of the outstanding shares
based of 39,320,390 shares outstanding (the "Outstanding Shares") as of June 30,
2000 as reported by the Company on its amended quarterly report on Form 10-Q for
the quarterly period ended June 30, 2000, filed with the Commission on August
14, 2000. Each of the Reporting Persons expressly disclaims beneficial
ownership of those shares held by any other members of such group.
(b) As of the date hereof, Fund V beneficially owns 1,872,399 shares
representing 4.8% of the Outstanding Shares. Fund V has sole voting and sole
dispositive power with respect to such shares.
As of the date hereof, Fund V-B beneficially owns 4,887,661 shares
representing 12.4% of the Outstanding Shares. Fund V-B has sole voting and sole
dispositive power with respect to such shares.
Bain Capital Partners V, L.P. ("Bain Partners V"), as the sole general partner
of Fund V and Fund V-B, may be deemed to share voting and dispositive power with
respect to 6,760,060 shares currently held by Fund V and Fund V-B, representing
approximately 17.2% of the Outstanding Shares. The filing of this Statement by
Bain Partners V shall not be construed as an admission that Bain Partners V is,
for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of
such shares held by Fund V and Fund V-B.
Bain Capital Investors V, Inc. ("Bain Investors V"), as the sole general
partner of Bain Partners V, may be deemed to share voting and dispositive power
with respect to 6,760,060 shares currently held by Fund V and Fund V-B,
representing approximately ) 17.2% of the Outstanding Shares. The filing of
this Statement by Bain Investors V shall not be construed as an admission that
Bain Investors V is, for the purpose of Section 13(d) of the Exchange Act, the
beneficial owner of such shares held by Fund V and Fund V-B.
As of the date hereof, BCIP beneficially owns 1,684,368 shares representing
4.3% of the Outstanding Shares. BCIP has sole voting and sole dispositive power
with respect to such shares.
6 of 10
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As of the date hereof, BCIP Trust beneficially owns 732,569 shares
representing 1.9% of the Outstanding Shares. BCIP Trust has sole voting and
sole dispositive power with respect to such shares.
As member of the Management Committee of each of BCIP and BCIP Trust, W. Mitt
Romney and Joshua Bekenstein may be deemed to share voting and dispositive power
with respect to the 2,416,937 or 6.1% of Outstanding Shares held by BCIP and
BCIP Trust. The filing of this Statement shall not be construed as an admission
that W. Mitt Romney or Joshua Bekenstein is, for purposes of Section 13(d) of
the Exchange Act, the beneficial owner of shares held by such entities.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that a Reporting Person is the beneficial
owner of any of the shares other than those which the Reporting Person has
acquired as a result of the Merger.
(c) In the past sixty days, the Reporting Persons have disposed of Common
Stock through distributions to partners and as a result of a secondary offering
of the Company's Common Stock (the "Second Offering").
On October 10, 2000, Fund V-B made a pro-rata in-kind distribution of 18,573
shares of the Company's Common Stock to its general partner, Bain Partners V,
which in turn distributed the shares to its limited partners, who distributed
all such shares to charitable organizations. Similarly, BCIP and BCIP Trust
distributed 56,621 shares and 5,396 shares, respectively, of Common Stock of the
Company to its partners who distributed all such shares to charities.
In the Second Transaction, the Reporting Persons sold an additional 994,279
shares of the Company's Common Stock, at a price of $26.48 per share, pursuant
to an Underwriting Agreement with Credit Suisse First Boston ("CSFB"), as
representative of several underwriters, dated October 10, 2000 (the
"Underwriting Agreement"). The shares were sold on two dates. On October 11,
2000, Fund V sold 121,083 shares of the Company's Common Stock, Fund V-B sold
297,511 shares of Common Stock, BCIP sold 51,906 shares of Common Stock and BCIP
Trust sold 41,922 shares of Common Stock to CSFB. Payment was by wire and the
transaction closed on October 16, 2000.
On October 16, 2000, also pursuant to the Underwriting Agreement, the
Reporting Persons sold additional shares of the Company's Common Stock to CSFB.
Fund V sold 98,387 shares of Common Stock, Fund V-B sold 256,837 shares of
Common Stock, BCIP sold 88,185 shares of Common Stock and BCIP Trust sold 38,448
shares of Common Stock, each at a price of $26.48 per share. The transfer was
by physical delivery of the certificates at the offices of counsel for the
Reporting Persons; payment was made by wire and the transaction closed on
October 19, 2000.
7 of 10
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(d) No person other than the Reporting Persons may have the right to receive
or the power to direct the receipt of dividends from or the proceeds from the
sale of the securities that are the subject of this filing.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
The responses to Item 5 and Item 7 of this Schedule 13D and the Exhibits to
this Schedule 13D are incorporated herein by reference.
Except for the agreements described herein, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item
2, and any other person, with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
I Joint Filing Agreement dated October 31, 2000 by and between the Reporting
Persons.
II Underwriting Agreement dated October 10, 2000 (previously filed as Exhibit
1.1 to S-1/A filed October 10, 2000)
8 of 10
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: October 31, 2000
BAIN CAPITAL FUND V, L.P.
BAIN CAPITAL FUND V-B, L.P.
By Bain Capital Partners V, L.P., its general partner
By Bain Capital Investors V, Inc., its general partner
By /s/ Stephen G. Pagliuca
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Stephen G. Pagliuca
Managing Director
BCIP ASSOCIATES
BCIP TRUST ASSOCIATES, L.P.
By /s/ Stephen G. Pagliuca
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Stephen G. Pagliuca
Authorized Partner
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AGREEMENT REGARDING THE JOINT FILING
OF AMENDMENT NO. 1 TO SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Amendment No. 1 to
Schedule 13D to which this Exhibit is attached, and the Amendment No. 1 to
Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Amendment No. 1
to Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Date: October 31, 2000
BAIN CAPITAL FUND V, L.P.
BAIN CAPITAL FUND V-B, L.P.
By Bain Capital Partners V, L.P., its general partner
By Bain Capital Investors V, Inc., its general partner
By /s/ Stephen G. Pagliuca
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Stephen G. Pagliuca
Managing Director
BCIP ASSOCIATES
BCIP TRUST ASSOCIATES, L.P.
By /s/ Stephen G. Pagliuca
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Stephen G. Pagliuca
Authorized Partner
