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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DDi MERGER CO.*
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
- ------------------------------------- 06-1576013
(State of Incorporation or -------------------------------------
Organization) (I.R.S. employer identification no.)
1220 Simon Circle, Anaheim, 92806
California -------------------------------------
- ------------------------------------- (Zip Code)
(Address of Principal Executive
Offices)
If this form relates to the
registration of a class of
securities pursuant to Section 12(g)
of the Exchange Act and is effective
pursuant to General Instruction
A.(d), please check the following
box. [_]
If this form relates to the
registration of a class of
securities pursuant to Section 12(g)
of the Exchange Act and is effective
pursuant to General Instruction
A.(c), please check the following
box. [_]
Securities Act registration statement file number to which this form
relates: 333-95623
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------------------------- -------------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
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* Upon the closing of the Registrant's initial public offering, the Registrant
will change its name to "DDI Corp."
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Common Stock, par value $.01 per share,
as included under the caption "Description of Capital Stock" in the Prospectus
forming a part of the Registrant's Registration Statement on Form S-1, filed
with the Securities and Exchange Commission on January 28, 2000 under the
Securities Act of 1933, as amended, (Registration No. 333-95623), including
exhibits, and as may be subsequently amended from time to time (the
"Registration Statement"), is hereby incorporated herein by reference.
Item 2. Exhibits.
The following exhibits, forming a part of the Registrant's Registration
Statement on Form S-1, as may be amended from time to time, are hereby
incorporated by reference:
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Exhibit Description
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<C> <S>
3.1 Delaware Certificate of Incorporation of the Registrant.
3.2 Delaware By-laws of the Registrant.
4.1 Stockholders Agreement dated as of March 31, 2000, by and among the
Registrant and the stockholders named therein.
Form of certificate representing shares of common stock, $.01 par
4.2 value per share.
</TABLE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DDi Corp.
By: /s/ Bruce D. McMaster
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Name: Bruce D. McMaster
Title: Chief Executive Officer
Dated: April 6, 2000
DDi Merger Co.
By: /s/ Bruce D. McMaster
----------------------
Name: Bruce D. McMaster
Title: Chief Executive Officer
Dated: April 6, 2000
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