- Current report filing (8-K)
25 May 2012 - 6:17AM
Edgar (US Regulatory)
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): May 24, 2012
DDi Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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000-30241
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06-1576013
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1220 N. Simon Circle
Anaheim, California
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92806
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (714) 688-7200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 24, 2012, DDi Corp. (the “Company”) held a special meeting of stockholders. The Company solicited proxies with respect to three proposals. The results of the voting were as follows:
Proposal 1: Adoption of the Agreement and Plan of Merger, dated as of April 3, 2012 (“Merger Agreement”), by and among
Viasystems Group, Inc., a Delaware corporation, Victor Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Viasystems, and DDi Corp., as such agreement may be amended from time to time.
This proposal was approved with the following vote:
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For
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Against
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Abstain
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Broker
Non-Vote
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15,667,732
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314,668
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17,645
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0
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Proposal 2: Approval of the adjournment of the special meeting of DDi Corp.’s stockholders to a later date, if
necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the Merger Agreement at the time of the special meeting.
In light of the fact that Proposal 1 was approved, it was not necessary to vote on Proposal 2. Final results of votes solicited for
Proposal 2 were:
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For
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Against
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Abstain
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Broker
Non-Vote
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14,936,837
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1,042,717
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20,491
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0
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Proposal 3: Approval, on an advisory (non-binding) basis, of certain compensation that may be paid or become payable
to DDi Corp.’s named executive officers in connection with the merger.
This proposal was approved with the following
vote:
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For
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Against
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Abstain
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Broker
Non-Vote
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12,322,567
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3,287,861
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389,617
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0
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On May 24, 2012, the
Company issued a press release announcing that the Company’s stockholders had approved the adoption of the proposed merger agreement among the Company, Viasystems Group, Inc. and Victor Merger Sub Corp. A copy of the press release is filed as
Exhibit 99.1 and incorporated herein by reference in its entirety.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated May 24, 2012
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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.
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DDi CORP.
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Date: May 24, 2012
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By:
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/s/ Kurt E. Scheuerman
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Kurt E. Scheuerman
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Vice President & General Counsel
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated May 24, 2012
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