UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13D-2(a)
DDi CORP.
(Name of Issuer)
Common Stock
(Title and Class of Securities)
233162502
(CUSIP Number)
Daniel J. Weber
101 South Hanley Road
St. Louis, Missouri 63105
(314) 746-2217
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
R. Scott Cohen, Esq.
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
April 3, 2012
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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 (Act) 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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(1)
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Names of reporting persons
Viasystems Group, Inc.
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
BK; OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
None
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(8)
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Shared voting power
7,057,075 ((1) and see Item 5)
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(9)
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Sole dispositive power
None
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(10)
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Shared dispositive power
None
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(11)
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Aggregate amount beneficially
owned by each reporting person
7,057,075 ((1) and see Item
5)
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
31.7%(2)
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(14)
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Type of reporting person (see
instructions)
CO
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(1)
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Based on representations made by the Voting Stockholders pursuant to the Voting Agreements (in each case as defined under Item 3 of this Statement), and assumes
full exercise of outstanding options to acquire 1,737,073 shares of Common Stock subject to the Voting Agreements. The actual number of shares of Common Stock (as defined under Item 1 of this Statement) beneficially owned is, subject to certain
limited exceptions, all shares owned as of April 3, 2012 or thereafter issued to or otherwise acquired or owned by the Voting Stockholders prior to the termination of the Voting Agreements.
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(2)
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Based on 20,538,737 shares of Common Stock outstanding as of March 30, 2012, as represented by DDi in the Merger Agreement (as defined under Item 4 of this
Statement), plus an aggregate of 1,737,073 shares of Common Stock issuable upon the full exercise of options subject to the Voting Agreements, as represented by the Voting Stockholders.
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CUSIP No. 233162502
Item 1.
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Security and Issuer
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The class
of equity securities to which this Statement on Schedule 13D (the Statement), relates is the Common Stock, par value $0.001 per share, (the Common Stock) of DDi Corp., a Delaware corporation (DDi). The principal
executive offices of DDi are located at 1220 N. Simon Circle, Anaheim, California 92806.
Item 2.
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Identity and Background
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(a)-(c) This Statement is being filed on behalf of Viasystems Group, Inc., a Delaware corporation (Viasystems). The
address of the principal business office of Viasystems is 101 South Hanley Road, St. Louis, Missouri 63105. The principal business of Viasystems is the provision of complex multilayer printed circuit boards and electro-mechanical solutions.
Certain information concerning the executive officers and directors of Viasystems is set forth in Schedule A hereto and is
incorporated herein by reference.
(d)-(e) During the last five years, neither Viasystems nor, to the knowledge of
Viasystems, any of the executive officers and directors listed on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The information set forth on Schedule A hereto is incorporated
herein by reference.
Item 3.
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Source and Amount of Funds or Other Consideration
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The shares of Common Stock subject to the Voting Agreements, to which this Statement relates, have not been purchased by Viasystems, and thus no funds were used for such purpose. As an inducement for
Viasystems to enter into the Merger Agreement described in Item 4, Lloyd I. Miller and certain of his affiliates, Mikel H. Williams, Michael R. Mathews, Gerald P. Barnes, Wayne T. Slomsky, Jay B. Hunt, Robert J. Amman, Steven Schlepp, Andrew E.
Lietz and Carl R. Vertuca entered into voting agreements, dated as of April 3, 2012 (the Restricted Voting Agreements) with Viasystems with respect to the shares of Common Stock beneficially owned by each such Voting Stockholder (as
defined below), a form of which is attached as Exhibit 2 hereto. Additionally, Bryant R. Riley entered into a voting agreement, dated as of April 3, 2012 (the Riley Voting Agreement, and together with the Restricted Voting
Agreements, the Voting Agreements) with Viasystems with respect to the shares of Common Stock beneficially owned by Mr. Riley as of the record date of the special meeting of DDi stockholders to be held to vote on the proposal to
adopt the Merger Agreement, which is attached as Exhibit 3 hereto. Each of the DDi stockholders party to the Restricted Voting Agreement or the Riley Voting Agreement is referred to herein as a Voting Stockholder, and collectively as the
Voting Stockholders.
Viasystems did not pay additional consideration to the Voting Stockholders in connection
with the execution and delivery of the Voting Agreements. The Voting Agreements are described below in Item 4, which is incorporated herein by reference in response to this Item 3.
CUSIP No. 233162502
Item 4.
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Purpose of Transaction
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Merger Agreement
On April 3, 2012, Viasystems, Victor Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Viasystems (Merger Sub) and DDi entered into an Agreement and Plan of Merger
(the Merger Agreement). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Viasystems has agreed to acquire DDi through a merger of Merger Sub with and into DDi (the Merger), with DDi to be
the surviving corporation (the Surviving Corporation) at the effective time of the Merger (the Effective Time). As a result of the Merger, DDi will become a wholly-owned subsidiary of Viasystems. The Board of Directors of
Viasystems and DDi approved the Merger and Merger Agreement.
Pursuant to the terms of the Merger Agreement and subject to the
conditions thereof, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares (i) held in treasury of DDi, (ii) owned by Viasystems or Merger Sub or (iii) owned
by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will be converted into the right to receive $13.00 in cash, without interest.
In connection with the Merger Agreement, Viasystems received a commitment for a senior secured bridge loan facility in an aggregate
principal amount of up to $300 million (the Facility) with Goldman Sachs Bank USA, WF Investment Holdings, LLC, Wells Fargo Securities, LLC, Stifel Financial Corporation and Stifel Bank & Trust. Subject to certain customary
terms and conditions, the Facility may be used to fund the Merger and to pay the related fees and expenses. The closing of the Facility and the availability of the loans under the Facility are subject to the satisfaction of certain customary and
other conditions, including entry into definitive loan documentation for the Facility, consummation of the Merger, absence of a default or event of default under material debt of Viasystems and absence of a material adverse effect with respect to
DDi.
Pursuant to the Merger Agreement, at the Effective Time, (i) the directors of Merger Sub will become the directors
of the Surviving Corporation, (ii) the officers of Merger Sub will become the officers of the Surviving Corporation and (iii) the articles of incorporation and bylaws of Merger Sub will become the articles of incorporation and bylaws of
the Surviving Corporation. Following the completion of the Merger, the Common Stock will be delisted from and will no longer be traded on the NASDAQ Global Select Market and will be deregistered under the Securities Exchange Act of 1934, as amended.
The completion of the Merger is subject to various customary conditions, including, among others, (i) obtaining the
approval of DDi stockholders, (ii) obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, and (iii) subject to certain materiality exceptions, the accuracy of the representations and warranties made by
Viasystems and DDi, respectively, and compliance by Viasystems and DDi with their respective obligations under the Merger Agreement.
Voting Agreements
In connection with the execution of the Merger
Agreement, Viasystems entered into the Voting Agreements, pursuant to which the Voting Stockholders agreed, among other things, to vote such persons shares of DDis Common Stock in favor of the adoption of the Merger Agreement and against
any alternative acquisition proposal, or DDis reorganization, recapitalization, liquidation or winding up, and against any action that would frustrate the purposes of, or prevent or delay the consummation of the transactions contemplated by
the Merger Agreement. The Restricted Voting Agreements provide that, prior to the consummation of the Merger (or earlier termination of the Merger Agreement), the Voting Stockholders will not sell shares of Common Stock beneficially owned by them as
of April 3, 2012 or acquired since such date. However, the Riley Voting Agreement does not restrict Mr. Riley from selling or otherwise transfering his shares of Common Stock.
CUSIP No. 233162502
The shares of Common Stock (i) subject to the Restricted Voting Agreements, represent approximately 28.5% of the shares of Common
Stock outstanding as of March 30, 2012, plus the aggregate number of shares of Common Stock issuable upon the full exercise of options subject to the Voting Agreements, and (ii) subject to the Riley Voting Agreement, represent
approximately 3.2% of the shares of Common Stock outstanding as of March 30, 2012, plus the aggregate number of shares of Common Stock issuable upon the full exercise of options subject to the Voting Agreements.
Under the terms of the Voting Agreements, each Voting Stockholder has granted Viasystems an irrevocable proxy with respect to the shares
of Common Stock subject to the Voting Agreements, which proxy allows Viasystems to vote such shares in the manner set forth above.
The Voting Agreements will terminate upon the earliest to occur of (i) the Effective Time and (ii) termination of the Merger Agreement in accordance with its terms.
The foregoing descriptions of the Merger Agreement and the Voting Agreements and the transactions contemplated thereby do not purpose to
be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are incorporated herein by reference.
Except as set forth in this Statement, the Merger Agreement and the Voting Agreements, neither Viasystems nor, to Viasystems knowledge, any person named on Schedule A has any plans or proposals
which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) Based on the
representations of the Voting Stockholders, as a result of the execution of the Voting Agreements, Viasystems may be deemed to beneficially own 7,057,075 shares of Common Stock (including 1,737,073 shares of Common Stock underlying options subject
to the Voting Agreements). Pursuant to the Voting Agreements, the Voting Stockholders have agreed to vote, and have granted to Viasystems an irrevocable proxy to vote, the shares of Common Stock owned by such Voting Stockholder in favor of the
Merger and the Merger Agreement and against any action or agreement that is contrary to the Merger Agreement. As a result, Viasystems may be deemed to have voting power with respect to the Common Stock owned by the Voting Stockholders; provided,
however, that the Riley Voting Agreement does not restrict Mr. Riley from selling or otherwise transfering shares of Common Stock beneficially owned by him at any time, and therefore causing such shares to be no longer subject to the Riley
Voting Agreement or beneficially owned by Viasystems.
The aggregate number of shares of Common Stock that may be deemed to be
beneficially owned by Viasystems constitutes approximately 31.7% of the outstanding shares of Common Stock (based on 20,538,737 shares of Common Stock outstanding as of March 30, 2012, as represented by DDi in the Merger Agreement, plus
1,737,073 shares of Common Stock issuable upon exercise of options subject to the Voting Agreements, as represented by the Voting Stockholders).
(c) Except for the Merger Agreement, the Voting Agreements and the transactions contemplated by those agreements, neither Viasystems nor, to Viasystems knowledge, any person named on Schedule A, has
effected any transaction in the Common Stock during the past 60 days.
CUSIP No. 233162502
(d) Neither Viasystems nor, to Viasystems knowledge, any person named on Schedule A, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities of DDi.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The information set forth in Items 3, 4 and 5 of this Statement and the Exhibits to this Statement are hereby incorporated by reference
herein.
Item 7.
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Material to Be Filed as Exhibits
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Exhibit 99.1
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Agreement and Plan of Merger, dated as of April 3, 2012, by and among DDi Corp., Viasystems Group, Inc. and Victor Merger Sub Corp. (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K of Viasystems Group, Inc., filed on April 4, 2004).
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Exhibit 99.2
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Form of Voting Agreement, dated as of April 3, 2012 (with Schedule of Signatories attached).
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Exhibit 99.3
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Voting Agreement, dated as of April 3, 2012, between Bryant R. Riley and Viasystems Group, Inc.
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CUSIP No. 233162502
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: April 13, 2012
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VIASYSTEMS GROUP, INC.
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By:
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/s/ Christopher R. Isaak
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Name:
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Christopher R. Isaak
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Title:
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Vice President, Corporate Controller and
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Chief Accounting Officer (Principal
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Accounting Officer)
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CUSIP No. 233162502
EXHIBIT INDEX
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Exhibit 99.1
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Agreement and Plan of Merger, dated as of April 3, 2012, by and among DDi Corp., Viasystems Group, Inc. and Victor Merger Sub Corp. (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K of Viasystems Group, Inc., filed on April 4, 2004).
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Exhibit 99.2
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Form of Voting Agreement, dated as of April 3, 2012 (with Schedule of Signatories attached).
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Exhibit 99.3
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Voting Agreement, dated as of April 3, 2012, between Bryant R. Riley and Viasystems Group, Inc.
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CUSIP No. 233162502
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
VIASYSTEMS GROUP, INC.
The following table sets forth the name, citizenship and present principal occupation or employment of each executive officer and
director of Viasystems Group, Inc. Unless otherwise indicated, the business address of each such person is c/o Viasystems Group, Inc., 101 South Hanley Road, St. Louis, Missouri 63105.
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Name
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Present Principal Occupation
or
Employment
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Citizenship
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Board of Directors
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Michael D. Burger
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President, Chief Executive Officer and a member of the board of directors of Cascade Microtech, Inc., a provider of electrical measurement and semiconductor testing
technology
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USA
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Timothy L. Conlon
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President and Chief Operating Officer of Viasystems Group, Inc.
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USA
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Robert F. Cummings, Jr.
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Vice Chairman of Investment Banking at JP Morgan Chase & Co.; director of Corning Incorporated
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USA
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Kirby A. Dyess
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Principal at Austin Capital Management LLC, an early stage investment firm
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USA
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Peter R. Frank
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Senior Managing Director at Black Diamond Capital Management, L.L.C., an alternative asset management firm
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USA
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Jack D. Furst
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Founder of Oak Stream Investors, a private investment firm; affiliate of HM Capital Partners LLC, a private equity firm
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USA
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Edward Herring
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Partner at HM Capital Partners LLC, a private equity firm
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USA
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William McCormick
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Director of several privately held companies, including the Advisory Board of Aequitas Capital Management and UCA Holdings, Inc.
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USA
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Dominic J. Pileggi
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Chief Executive Officer and Chairman of the board of directors of Thomas & Betts Corporation
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USA
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John K. Pruellage
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Member and Chairman of the law firm Lewis, Rice & Fingersh, L.C.
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USA
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David M. Sindelar
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Chief Executive Officer of Viasystems Group, Inc.
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USA
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Christopher J. Steffen
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Chairman of Viasystems; director of W.R. Grace & Co., Platinum Underwriters Holdings, Ltd. and Accelrys, Inc.
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USA
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Executive Officers
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Brian W. Barber
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Senior Vice President Operations Printed Circuit Board & Supply Chain Management of Viasystems Group, Inc.
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USA
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Timothy L. Conlon
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President and Chief Operating Officer of Viasystems Group, Inc.
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USA
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CUSIP No. 233162502
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Name
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Present Principal Occupation
or
Employment
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Citizenship
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Christopher R. Isaak
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Vice President, Corporate Controller and Chief Accounting Officer
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USA
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Richard B. Kampf
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Senior Vice President of Sales & Marketing of Viasystems
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USA
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Gerald G. Sax
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Senior Vice President and Chief Financial Officer of Viasystems Group, Inc.
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USA
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David M. Sindelar
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Chief Executive Officer of Viasystems Group, Inc.
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USA
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Daniel J. Weber
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Vice President and General Counsel of Viasystems Group, Inc.
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USA
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Kelly E. Wetzler
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VP and Treasurer of Viasystems Group, Inc.
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USA
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