DDIC » Topics » PART III

These excerpts taken from the DDIC 10-K filed Mar 6, 2009.

PART II

 

Item 5. Market for the Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

PART II

 

Item 5. Market for the Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

PART II

 





Item 5.Market for the Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
STYLE="margin-top:6px;margin-bottom:0px">Market for Common Stock

Our common stock is traded on
the NASDAQ Global Market under the symbol “DDIC.”

The following table sets forth the high and low sales prices per share of our
common stock for the quarterly periods indicated, which correspond to our quarterly fiscal periods for financial reporting purposes.

 






































































































   DDi Corp.
Common Stock
   High  Low

Fiscal Year Ended December 31, 2008:

    

Fourth Quarter

  $5.09  $2.55

Third Quarter

  $6.45  $4.90

Second Quarter

  $6.43  $4.45

First Quarter

  $5.70  $4.07

Fiscal Year Ended December 31, 2007:

    

Fourth Quarter

  $6.98  $5.41

Third Quarter

  $8.03  $5.96

Second Quarter

  $7.99  $6.52

First Quarter

  $7.90  $6.23

As of March 6, 2009, the number of common stockholders of record was 73.

STYLE="margin-top:18px;margin-bottom:0px">Dividend Policy

We have not declared nor paid any
cash dividends on our common stock since January 1996. We have no current intention to pay cash dividends on our common stock, and we anticipate that substantially all of our earnings in the foreseeable future will be used to finance our business.
Our current asset-based revolving credit facility restricts our ability to pay cash dividends on our common stock and restricts our subsidiaries’ ability to pay dividends to us without the lender’s consent. Our future dividend policy will
depend on our earnings, capital requirements and financial condition, as well as requirements of our financing agreements and other factors that our board of directors considers relevant.

STYLE="margin-top:18px;margin-bottom:0px">Share Repurchases

In August 2007, our Board of
Directors (the “Board”) authorized a common stock repurchase program of up to 1,100,000 shares of our common stock in the open market at prevailing market prices or in privately-negotiated transactions. Subsequent to its initial
authorization, the Board increased the number of shares authorized to be repurchased in February, May and August 2008, by 400,000, 500,000 and 1,000,000 shares, respectively, bringing the total number of shares currently authorized to 3,000,000
shares. We repurchased 2,642,533 shares during the year ended 2008 at an average price per share of $5.45 excluding commissions. As of December 31, 2008, we had repurchased a total of 2,946,986 shares since the inception of the program in
August 2007. In February 2009, the Board amended the stock repurchase program to increase the amount of shares of common stock authorized to be repurchased by up to an additional $10 million worth of shares. The stock repurchase program is subject
to applicable legal and regulatory requirements, including obtaining the consent of the lender for our credit facility. If we are unable to obtain the lender’s consent, we would be restricted from repurchasing the additional $10 million worth
of shares recently authorized. The stock repurchase authorization does not have an expiration date, and the stock repurchase program may be modified or discontinued at any time. We will continue to review the value in repurchasing shares after
considering our cash levels and operating needs as well as other uses for our cash that could create greater shareholder value.

No shares
were repurchased during the fourth quarter of 2008.

 


22







Table of Contents


PART II

 





Item 5.Market for the Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
STYLE="margin-top:6px;margin-bottom:0px">Market for Common Stock

Our common stock is traded on
the NASDAQ Global Market under the symbol “DDIC.”

The following table sets forth the high and low sales prices per share of our
common stock for the quarterly periods indicated, which correspond to our quarterly fiscal periods for financial reporting purposes.

 






































































































   DDi Corp.
Common Stock
   High  Low

Fiscal Year Ended December 31, 2008:

    

Fourth Quarter

  $5.09  $2.55

Third Quarter

  $6.45  $4.90

Second Quarter

  $6.43  $4.45

First Quarter

  $5.70  $4.07

Fiscal Year Ended December 31, 2007:

    

Fourth Quarter

  $6.98  $5.41

Third Quarter

  $8.03  $5.96

Second Quarter

  $7.99  $6.52

First Quarter

  $7.90  $6.23

As of March 6, 2009, the number of common stockholders of record was 73.

STYLE="margin-top:18px;margin-bottom:0px">Dividend Policy

We have not declared nor paid any
cash dividends on our common stock since January 1996. We have no current intention to pay cash dividends on our common stock, and we anticipate that substantially all of our earnings in the foreseeable future will be used to finance our business.
Our current asset-based revolving credit facility restricts our ability to pay cash dividends on our common stock and restricts our subsidiaries’ ability to pay dividends to us without the lender’s consent. Our future dividend policy will
depend on our earnings, capital requirements and financial condition, as well as requirements of our financing agreements and other factors that our board of directors considers relevant.

STYLE="margin-top:18px;margin-bottom:0px">Share Repurchases

In August 2007, our Board of
Directors (the “Board”) authorized a common stock repurchase program of up to 1,100,000 shares of our common stock in the open market at prevailing market prices or in privately-negotiated transactions. Subsequent to its initial
authorization, the Board increased the number of shares authorized to be repurchased in February, May and August 2008, by 400,000, 500,000 and 1,000,000 shares, respectively, bringing the total number of shares currently authorized to 3,000,000
shares. We repurchased 2,642,533 shares during the year ended 2008 at an average price per share of $5.45 excluding commissions. As of December 31, 2008, we had repurchased a total of 2,946,986 shares since the inception of the program in
August 2007. In February 2009, the Board amended the stock repurchase program to increase the amount of shares of common stock authorized to be repurchased by up to an additional $10 million worth of shares. The stock repurchase program is subject
to applicable legal and regulatory requirements, including obtaining the consent of the lender for our credit facility. If we are unable to obtain the lender’s consent, we would be restricted from repurchasing the additional $10 million worth
of shares recently authorized. The stock repurchase authorization does not have an expiration date, and the stock repurchase program may be modified or discontinued at any time. We will continue to review the value in repurchasing shares after
considering our cash levels and operating needs as well as other uses for our cash that could create greater shareholder value.

No shares
were repurchased during the fourth quarter of 2008.

 


22







Table of Contents


PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

Information regarding our executive officers is set forth in Part I of this report under “Item 1. Business — Executive Officers of the Registrant.” In addition, the information set forth under the captions “Election of Directors,” “Information About the Board of Directors and Committees of the Board” and “Transactions with Management and Others — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our Annual Meeting of Stockholders to be held in 2009 (the “Proxy Statement”), which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2008, is incorporated herein by reference.

 

Item 11. Executive Compensation.

Except as specifically provided, the information set forth under the captions “Compensation of Executive Officers” and “Information About the Board of Directors and Committees of the Board — Compensation of Directors” in the Proxy Statement is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The disclosure contained in Part II, Item 5 under “Equity Compensation Plan Information” is incorporated herein by reference. Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information set forth under the captions “Transactions with Management and Others” and “Information About the Board of Directors and Committees of the Board” in the Proxy Statement is incorporated herein by reference.

 

Item 14. Principal Accountant Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Selection of Independent Registered Public Accounting Firm - Relationship of the Company with Independent Registered Public Accounting Firm” in the Proxy Statement.

 

67


Table of Contents

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

Information regarding our executive officers is set forth in Part I of this report under “Item 1. Business — Executive Officers of the Registrant.” In addition, the information set forth under the captions “Election of Directors,” “Information About the Board of Directors and Committees of the Board” and “Transactions with Management and Others — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our Annual Meeting of Stockholders to be held in 2009 (the “Proxy Statement”), which will be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2008, is incorporated herein by reference.

 

Item 11. Executive Compensation.

Except as specifically provided, the information set forth under the captions “Compensation of Executive Officers” and “Information About the Board of Directors and Committees of the Board — Compensation of Directors” in the Proxy Statement is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The disclosure contained in Part II, Item 5 under “Equity Compensation Plan Information” is incorporated herein by reference. Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information set forth under the captions “Transactions with Management and Others” and “Information About the Board of Directors and Committees of the Board” in the Proxy Statement is incorporated herein by reference.

 

Item 14. Principal Accountant Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Selection of Independent Registered Public Accounting Firm - Relationship of the Company with Independent Registered Public Accounting Firm” in the Proxy Statement.

 

67


Table of Contents

PART III

 





Item 10.Directors, Executive Officers and Corporate Governance.

FACE="Times New Roman" SIZE="2">Information regarding our executive officers is set forth in Part I of this report under “Item 1. Business — Executive Officers of the Registrant.” In addition, the information set forth
under the captions “Election of Directors,” “Information About the Board of Directors and Committees of the Board” and “Transactions with Management and Others — Section 16(a) Beneficial Ownership Reporting
Compliance” in our definitive proxy statement for our Annual Meeting of Stockholders to be held in 2009 (the “Proxy Statement”), which will be filed with the SEC within 120 days of the end of our fiscal year ended
December 31, 2008, is incorporated herein by reference.

 





Item 11.Executive Compensation.

SIZE="2">Except as specifically provided, the information set forth under the captions “Compensation of Executive Officers” and “Information About the Board of Directors and Committees of the Board — Compensation of
Directors” in the Proxy Statement is incorporated herein by reference.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The disclosure contained in Part II, Item 5 under “Equity Compensation Plan Information” is incorporated herein by reference. Information
regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 





Item 13.Certain Relationships and Related Transactions, and Director Independence.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information set forth under the captions “Transactions with Management and Others” and “Information About the Board of Directors and
Committees of the Board” in the Proxy Statement is incorporated herein by reference.

 





Item 14.Principal Accountant Fees and Services.

FACE="Times New Roman" SIZE="2">Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Selection of Independent Registered Public Accounting
Firm - Relationship of the Company with Independent Registered Public Accounting Firm” in the Proxy Statement.

 


67







Table of Contents


PART III

 





Item 10.Directors, Executive Officers and Corporate Governance.

FACE="Times New Roman" SIZE="2">Information regarding our executive officers is set forth in Part I of this report under “Item 1. Business — Executive Officers of the Registrant.” In addition, the information set forth
under the captions “Election of Directors,” “Information About the Board of Directors and Committees of the Board” and “Transactions with Management and Others — Section 16(a) Beneficial Ownership Reporting
Compliance” in our definitive proxy statement for our Annual Meeting of Stockholders to be held in 2009 (the “Proxy Statement”), which will be filed with the SEC within 120 days of the end of our fiscal year ended
December 31, 2008, is incorporated herein by reference.

 





Item 11.Executive Compensation.

SIZE="2">Except as specifically provided, the information set forth under the captions “Compensation of Executive Officers” and “Information About the Board of Directors and Committees of the Board — Compensation of
Directors” in the Proxy Statement is incorporated herein by reference.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The disclosure contained in Part II, Item 5 under “Equity Compensation Plan Information” is incorporated herein by reference. Information
regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 





Item 13.Certain Relationships and Related Transactions, and Director Independence.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information set forth under the captions “Transactions with Management and Others” and “Information About the Board of Directors and
Committees of the Board” in the Proxy Statement is incorporated herein by reference.

 





Item 14.Principal Accountant Fees and Services.

FACE="Times New Roman" SIZE="2">Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Selection of Independent Registered Public Accounting
Firm - Relationship of the Company with Independent Registered Public Accounting Firm” in the Proxy Statement.

 


67







Table of Contents


These excerpts taken from the DDIC 10-K filed Feb 29, 2008.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

Information regarding our executive officers is set forth in Part I of this report under “Item 1. Business — Executive Officers of the Registrant.” The information set forth under the captions “Election of Directors,” “Information About the Board of Directors and Committees of the Board” and “Transactions with Management and Others — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement (the “Proxy Statement”) for the Annual Meeting of Stockholders to be held in 2008, is incorporated herein by reference. The Proxy Statement will be filed with the SEC no later than 120 days after the close of fiscal 2007.

 

Item 11. Executive Compensation.

Except as specifically provided, the information set forth under the captions “Compensation of Executive Officers” and “Information About the Board of Directors and Committees of the Board — Compensation of Directors” in the Proxy Statement is incorporated herein by reference. The Proxy Statement will be filed with the SEC not later than 120 days after the close of fiscal 2007.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement. The Proxy Statement will be filed with the SEC no later than 120 days after the close of fiscal 2007.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information set forth under the captions “Transactions with Management and Others” and “Information About the Board of Directors and Committees of the Board” in the Proxy Statement is incorporated herein by reference. The Proxy Statement will be filed with the Commission not later than 120 days after the close of fiscal 2007.

 

Item 14. Principal Accounting Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Relationship of the Company with Independent Registered Public Accounting Firm” in the Proxy Statement. The Proxy Statement will be filed with the SEC not later than 120 days after the close of fiscal 2007.

 

65


Table of Contents


PART III

 






Item 10.
Directors, Executive Officers and Corporate Governance.

FACE="Times New Roman" SIZE="2">Information regarding our executive officers is set forth in Part I of this report under “Item 1. Business — Executive Officers of the Registrant.” The information set forth under the
captions “Election of Directors,” “Information About the Board of Directors and Committees of the Board” and “Transactions with Management and Others — Section 16(a) Beneficial Ownership Reporting
Compliance” in our definitive proxy statement (the “Proxy Statement”) for the Annual Meeting of Stockholders to be held in 2008, is incorporated herein by reference. The Proxy Statement will be filed with the SEC no later than
120 days after the close of fiscal 2007.

 






Item 11.
Executive Compensation.

SIZE="2">Except as specifically provided, the information set forth under the captions “Compensation of Executive Officers” and “Information About the Board of Directors and Committees of the Board — Compensation of
Directors” in the Proxy Statement is incorporated herein by reference. The Proxy Statement will be filed with the SEC not later than 120 days after the close of fiscal 2007.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 






Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the
caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement. The Proxy Statement will be filed with the SEC no later than 120 days after the close of fiscal 2007.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 






Item 13.
Certain Relationships and Related Transactions, and Director Independence.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information set forth under the captions “Transactions with Management and Others” and “Information About the Board of Directors and
Committees of the Board” in the Proxy Statement is incorporated herein by reference. The Proxy Statement will be filed with the Commission not later than 120 days after the close of fiscal 2007.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 






Item 14.
Principal Accounting Fees and Services.

FACE="Times New Roman" SIZE="2">Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the caption “Relationship of the Company with Independent Registered Public Accounting
Firm” in the Proxy Statement. The Proxy Statement will be filed with the SEC not later than 120 days after the close of fiscal 2007.

 


65







Table of Contents


Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki