<PAGE>
As filed with the Securities and Exchange Commission on May 18, 2000
File No. 333-_______
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 (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 HOLDINGS CORP.-DYNAMIC CIRCUITS 1996 STOCK OPTION PLAN
DETAILS HOLDINGS CORP.-DYNAMIC CIRCUITS 1997 STOCK OPTION PLAN
-----------------------------
(Full Title of the Plans)
Joseph 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
<TABLE>
<CAPTION>
======================================================================================================
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
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par
Value $0.01 7,598,588 shares $0.34-$21.79 $94,748,172 $25,013.52
======================================================================================================
</TABLE>
(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.
Exhibit Index on Page II-6
Page 1 of 6 Pages.
<PAGE>
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
<PAGE>
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).
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).
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)
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
II-3
<PAGE>
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
<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 Anaheim, California on this the 18th day of May, 2000.
DDi Corp.
By: /s/ JOSEPH P. GISCH
-----------------------------
Name: Joseph P. Gisch
Title: Chief Financial Officer
Each person whose signature appears below constitutes and appoints Bruce D.
McMaster and Joseph P. Gisch, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 to be filed by DDi Corp., and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
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 dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/S/ BRUCE D. MCMASTER President, Chief Executive May 18, 2000
- -------------------------- Officer (Principal Executive
Bruce D. McMaster Officer) and Director
/S/ JOSEPH P. GISCH Chief Financial Officer May 18, 2000
- -------------------------- (Principal Financial
Joseph P. Gisch and Accounting Officer)
/S/ PRESCOTT ASHE Director May 18, 2000
- --------------------------
Prescott Ashe
/S/ CHRISTOPHER BEHRENS Director May 18, 2000
- --------------------------
Christopher Behrens
/S/ MARK R. BENHAM Director May 18, 2000
- --------------------------
Mark R. Benham
- -------------------------- Director May __, 2000
Edward W. Conard
/S/ CHARLES D. DIMICK
- -------------------------- Director May 18, 2000
Charles D. Dimick
- -------------------------- Director May __, 2000
David Dominik
/S/ STEPHEN G. PAGLIUCA Director May 18, 2000
- --------------------------
Stephen G. Pagliuca
- -------------------------- Director May __, 2000
Stephen M. Zide
</TABLE>
II-5
<PAGE>
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).
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).
II-6
<PAGE>
Exhibit 5
May 18, 2000
DDi Corp.
1220 Simon Circle
Anaheim, CA 92806
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, on or
about the date hereof for the registration of 7,598,588 shares of Common Stock,
$.01 par value (the "Shares"), of DDi Corp., a Delaware corporation (the
"Company"). The Shares are issuable under the Company's 2000 Equity Incentive
Plan, the Employee Stock Purchase Plan, the 1997 Details, Inc. Equity Incentive
Plan, the Details Holdings Corp.-Dynamic Circuits 1996 Stock Option Plan and the
Details Holdings Corp.-Dynamic Circuits 1997 Stock Option Plan (each a "Plan"
and together the "Plans").
We are familiar with the actions taken by the Company in connection with
the Plans. For purposes of our opinion, we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary.
Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received therefor by the Company in
accordance with the terms of the applicable Plan, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of Shares while the Registration Statement is in effect.
Very truly yours,
/S/ Ropes & Gray
----------------------------
Ropes & Gray
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 2000 relating to the
consolidated financial statements of DDi Corp. which appears in the Registration
Statement on Form S-1 (File No. 333-95623) as filed and amended on April 14,
2000.
PricewaterhouseCoopers LLP
Costa Mesa, California
May 15, 2000
