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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT 18
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RADICA GAMES LIMITED
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
G73-42H107
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(CUSIP Number)
RICHARD H. PICKUP, 2321 ALCOVA RIDGE DR., LAS VEGAS, NEVADA 89134
(702) 240-5100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25, 2006
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(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 Sections 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 Section 24.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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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CUSIP No. G 73 4210 7 Page 2 of 8 Pages
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Richard H. Pickup, an individual - SS - (571-34-7386)
Dito Devcar Corporation, a Nevada Corporation - I.D. No. 88-0294385
Dito Devcar, LP, a Nevada limited partnership - I.D. No. 88-0294387
Dito Caree, LP, a Nevada limited partnership LP, - I.D. No. 88-0302506
TD Investments, LLC, a Nevada limited liability company -
I.D. No. 86-0370064
Pickup Family Trust - SS - (571-34-7386)
TMP Charitable Unitrust - I.D. No. 88-6055770
DRP Charitable Unitrust - I.D. No. 88-6055771
Pickup Charitable Unitrust II - I.D. No. 33-0563297
Dito Devcar Foundation - No. 68-0314645
Plus Four Equity Partners LP - I.D. No. 88-0499778
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2 Check the Appropriate Box if a Member of a Group*
a [X]
b [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF and WC
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) OR 2(e) [ ]
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6 Citizenship or Place of Organization
Richard H. Pickup is an individual residing within and a citizen of the
United States. Each of the entities was organized under and pursuant to the
laws of the State of Nevada.
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7 Sole Voting Power
9,077,200
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NUMBER OF 8 Shared Voting Power
SHARES
BENEFICIALLY NONE
OWNED BY ----------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING
PERSON WITH 9,077,200
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10 Shared Dispositive Power
NONE
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,077,200
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12 Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares 8 (See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
46.77%(1)
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14 TYPE OF REPORTING PERSON (See Instructions)
Richard H. Pickup, an individual - IN
Dito Devcar Corporation, a Nevada Corporation - CO
Dito Devcar, LP, a Nevada limited partnership - CO
Dito Caree, LP, a Nevada limited partnership, LP, - CO
TD Investments, LLC, a Nevada limited liability company - CO
Pickup Family Trust - CO
TMP Charitable Unitrust - CO
DRP Charitable Unitrust - CO
Pickup Charitable Unitrust II - CO
Plus Four Equity Partners LP - CO
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(1) PERCENTAGE IS CALCULATED BASED UPON 19,405,736 SHARES OF COMMON STOCK
OUTSTANDING BASED UPON REPORTS BY RADICA GAMES LTD.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock of Radica Games
Limited, a Bermuda company ("Radica"). The principal executive offices of Radica
are located at Suite V, 6/Fl., 2-12 Au Pui Wan St., Fo Tan, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 18 is filed as an amendment to an originally filed
Schedule 13D dated June 15, 1995, and which Schedule has been previously amended
by 17 separate Amendments. The identity of each of the filing entities, Richard
H. Pickup; Dito Devcar Corporation, a Nevada corporation; Dito Devcar, L.P., a
Nevada limited partnership; Dito Caree, L.P., a Nevada limited partnership; TD
Investments, LLC., a Nevada limited liability company; The Pickup Family Trust;
TMP Charitable Unitrust; DRP Charitable Unitrust; Pickup Charitable Unitrust II
and Plus Four Equity Partners LP, have been identified in previous Amendments to
the Schedule 13D. It is to be noted that the holdings of Mr. Richard H. Pickup,
as an individual, are included in and are represented by shares of Radica
registered in the name of "The Richard H. Pickup Employee MMP PL" (and are those
shares reported previously as being held by Mr. Richard H. Pickup by reason of
the fact that the plan is established by Mr. Pickup and he is the sole
beneficiary of that plan). The 80,200 shares identified in the Voting Agreement,
as discussed herein below, held by "The Richard H. Pickup Employee MMP PL" are
those shares previously being reported in this Schedule as being held by Mr.
Richard H. Pickup, as an individual.
Each of the reporting persons herein shall be collectively referred to as
the "Pickup Group."
This Amendment No. 18 is filed to disclose the execution by certain
entities and members of The Pickup Group of a Voting Agreement between those
identified entities and Mattel Foreign Holdings, Ltd., a Bermuda exempted
company ("Mattel Foreign Holdings") (the "Voting Agreement"). On July 25, 2006,
an Agreement and Plan of Amalgamation ("Amalgamation Agreement") was entered
into among Mattel Foreign Holdings, Mattel Enterprise, Ltd., a Bermuda exempt
company, Mattel, Inc., a Delaware corporation, solely with respect to Section
6.13 thereof, and Radica. Although none of the Pickup Group were a party to that
Amalgamation Agreement, it was a condition of executing and entering into that
Agreement that there be simultaneously executed a Voting Agreement between
certain of the Amalgamation Agreement and Mattel Foreign Holdings.
3
Those entities of the Pickup Group entering into the Voting Agreement,
together with the number of Radica shares (Shares") held by each entity, are as
follows:
Dito Devcar Corporation 4,500,000 shares
Dito Caree, L.P. 1,600,000 shares
Pickup Charitable Unitrust II 50,000 shares
Pickup Family Trust
dated January 5, 1980 1,568,900 shares
Richard H. Pickup(1)
and
The Richard H. Pickup Employee MMP PL
(Shares of that Plan being previously reported
as holdings of Richard H. Pickup, the sole
beneficiary of said plan) 80,200 shares
Said entities hold a total of 7,799,100 Shares representing 40.2% of the
outstanding Shares of Radica (based upon Radica's report of 19,405,736 currently
outstanding Shares).
Although certain members of the Pickup Group have increased the number of
Shares held by them subsequent to Amendment No. 17, all of said acquisitions
have been made in open market transactions, by utilization of funds of the
acquiring entities, and none of the parties to the Voting Agreement have
acquired any additional shares of Radica subsequent to Amendment No. 17.
During the past five years, neither the reporting entities identified
herein, nor a trustee of any trust or member or manager of any limited liability
company or partnership identified herein nor any officer or director of any
reporting corporation identified herein has been (1) convicted in any criminal
proceeding, or (2) been a party to any civil proceeding of a judicial or
administrative body which resulted in any judgment, decree or final order
enjoining future violations of or prohibitions or mandating activities subject
to federal securities laws or finding any violation with respect to such laws.
--------
1 All Shares held by this entity are the shares included in the MMP PL entity.
4
ITEM 3. SOURCE AND AMOUNT OF FUND OR OTHER CONSIDERATION
As stated above, the acquisition of additional Shares by members of the
Pickup Group subsequent to Amendment No. 17 (which represents acquisition of
approximately 40,000 Shares) were all acquired in open market transactions by
the utilization of private funds by each of the entities and no acquisitions
represented the utilization of any borrowed funds.
Those entities entering into the Voting Agreement, representing certain
members of the Pickup Group, did enter into that agreement in order to
accommodate and facilitate the execution of the Amalgamation Agreement and the
execution of the Voting Agreement by those members of the Pickup Group executing
the Voting Agreement deemed it in their own best interests to execute in order
to facilitate execution of the Amalgamation Agreement. No consideration was paid
or received nor is there any expectation of payment or receipt of any additional
consideration (other than receipt as a shareholder of those proceeds to be paid
under the Amalgamation Agreement upon its close) for the execution, delivery or
performance of the Voting Agreement by any member of the Pickup Group.
ITEM 4. PURPOSE OF TRANSACTION
As noted above, it is the purpose of this Amendment No. 18 to disclose the
existence and execution by certain members of the Pickup Group of the Voting
Agreement identified above.
Concurrently with the execution of the Amalgamation Agreement, Richard H.
Pickup, Dito Devcar Corporation, Dito Caree Limited Partnership, Pickup Family
Trust dated January 5, 1980, The Richard H. Pickup Employee MMP PL and Pickup
Charitable Unitrust, II (collectively, the "Shareholders") and Mattel Foreign
Holdings entered into the Voting Agreement with respect to an aggregate of
7,799,100 shares of Common Stock (the "Covered Shares") beneficially owned by
Shareholders. Pursuant to the Voting Agreement, each Shareholder agrees that at
any annual, special or other meeting of the shareholders of Radica, and at any
adjournment or postponement thereof, and in connection with any action of the
shareholders of Radica taken by written consent, such Shareholder will:
(i) appear in person or by proxy at such meeting or otherwise cause such
Shareholder's Covered Shares to be counted as present at such meeting
for the purpose of calculating a quorum; and
(ii) vote (or cause to be voted) all of such Shareholder's Covered Shares,
in accordance with applicable procedures to ensure that such shares
are duly counted for the purposes of recording the results of such
vote:
5
(a) in favor of the approval of the terms of the Amalgamation
Agreement, the Amalgamation (as defined in the Amalgamation
Agreement), the transactions contemplated thereby and any other
actions required in furtherance thereof, and
(b) against (I) any Acquisition Proposal (as defined in the
Amalgamation Agreement), (II) any proposal for any
recapitalization, reorganization, liquidation, dissolution,
amalgamation, merger, sale of assets or business combination
between Radica and any other person (other than the Amalgamation
Agreement, the Amalgamation and the transactions contemplated
thereby), (III) any material change in the capitalization or
corporate structure of Radica or any of its subsidiaries (other
than the Amalgamation Agreement, the Amalgamation or the
transactions contemplated thereby), or any amendment to Radica's
memorandum of association or bye- laws, or (IV) any action that
would reasonably be expected to (A) result in a breach in any
material respect of any covenant, representation or warranty or
any other obligation or agreement of Radica under the
Amalgamation Agreement or of such Shareholder under the Voting
Agreement, (B) preclude fulfillment of any condition under the
Amalgamation Agreement to the obligations of any party thereto to
consummate the Amalgamation, or (C) impede, interfere or be
inconsistent with, delay, postpone, discourage or adversely
affect the transactions contemplated by the Amalgamation
Agreement or the Voting Agreement.
The Voting Agreement also contains certain restrictions on transfer with
respect to Covered Shares and certain non-solicitation provisions with respect
to the Shareholders, among other provisions. The Voting Agreement will terminate
upon the earlier to occur of (i) the effective time of the Amalgamation and (ii)
the date that is nine months following the termination of the Amalgamation
Agreement, provided that if Radica enters into a definitive agreement with
respect to an Acquisition Proposal during such nine month period, the Voting
Agreement will terminate upon the consummation or termination of such definitive
agreement. The Voting Agreement will terminate automatically if the Amalgamation
Agreement is terminated by mutual written consent of Mattel Foreign Holdings and
Radica or if the Amalgamation Agreement is terminated under certain other
circumstances set forth in the Voting Agreement. The Shareholders have also
granted Mattel Foreign Holdings an irrevocable proxy to vote the Covered Shares
in accordance with the Voting Agreement.
The foregoing descriptions of the Amalgamation Agreement and Voting
Agreement are qualified in their entirety by reference to the text of each such
Agreement which is attached as an exhibit to Mattel, Inc., a Delaware
corporation's Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 26, 2006.
6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As previously reported, in prior Amendments, all shares are owned of record
by each of the reporting entities (excepting that the shares of record of The
Richard H. Pickup Employee MMP PL have previously been reported as being owned
by Richard H. Pickup, an individual, who is the sole beneficiary of said plan
and is the sole beneficial owner).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Despite the acknowledgement of the existence of a "Group" between each of
the reporting entities, there exists no agreements or understandings, either in
writing or orally, between any of the entities and/or Mr. Pickup concerning
shares held by such entity nor the holding, voting or acquisition or disposition
of any of the shares of Radica excepting the provisions and restrictions of the
Voting Agreement as disclosed hereinabove.
Except as may be restricted by the terms of the Voting Agreement (under
which the holding and/or purchase or sale of Radica shares held by parties to
that Voting Agreement among The Pickup Group is materially restricted), each of
the filing persons retains the election and right of making further acquisitions
and/or dispositions of shares of Radica from one or more sellers or buyers,
either through open market or negotiated private transactions or disposing of
all or any portion of the filings, persons or shares held in stock of Radica to
one or more purchasers either through open market or in privately negotiated
transactions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. The Voting Agreement dated as of July 25, 2006, by and among Mattel
Foreign Holdings, Ltd., a Bermuda exempted company, Dito Devcar Corporation,
Dito Caree a limited partnership, Pickup Family Trust, dated January 5, 1980,
Richard H. Pickup Employee MMP PL, Richard H. Pickup and Pickup Charitable
Unitrust II which is incorporated by reference to an exhibit filed with Mattel,
Inc.'s Current Report on form 8-K filed with the Securities and Exchange
Commission on July 26, 2006.
7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.
February 7, 2006
DITO DEVCAR CORPORATION
A Nevada corporation
By: /s/ RICHARD H. PICKUP
-------------------------------
Richard H. Pickup
President
DITO DEVCAR, L.P.
A Nevada limited partnership
By: Gamebusters, Inc.,
a Nevada corporation
Its General Partner
By: /s/ JOSEPH W. MOODY
-------------------------------
Joseph W. Moody
President
DITO CAREE, L.P.
A Nevada limited partnership
By: Gamebusters, Inc.,
a Nevada corporation
Its General Partner
By: /s/ JOSEPH W. MOODY
-------------------------------
Joseph W. Moody
President
THE PICKUP FAMILY TRUST UNDER
DECLARATION OF TRUST,
Dated January 5, 1989
By: /s/ RICHARD H. PICKUP
-------------------------------
Richard H. Pickup
Trustee
DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
-------------------------------
Dennis Harwood
Trustee
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
-------------------------------
Dennis Harwood
Trustee
PICKUP CHARITABLE UNITRUST II
By: /s/ RICHARD H. PICKUP
-------------------------------
Richard H. Pickup
Trustee
TD INVESTMENTS, LLC,
A Nevada limited liability company
By: /s/ JOSEPH W. MOODY
-------------------------------
Joseph W. Moody
President
PLUS FOUR EQUITY PARTNERS LIMITED
PARTNERSHIP.
A Nevada limited partnership
By: Plus Four Management, LLC,
A Nevada limited liability company
Its: Sole Partner
By: /s/ Todd M. Pickup
-------------------------------
Todd M. Pickup, Manager
By: /s/ Joseph W. Moody
-------------------------------
Joseph W. Moody, Manager
RICHARD H. PICKUP
/s/ Richard H. Pickup
-----------------------------------
An Individual
8