<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FINAL AMENDMENT TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DSI TOYS, INC.
(Name of Subject Company)
MVII, LLC
E. THOMAS MARTIN
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
232968 10 7
(CUSIP Number of Class of Securities)
E. THOMAS MARTIN
MVII, LLC
654 OSOS STREET
SAN LUIS OBISPO, CALIFORNIA 93401
(805) 545-7900
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidder)
With copies to:
J. TODD MIROLLA, ESQ. GREGG R. CANNADY, ESQ.
ANDRE, MORRIS & BUTTERY CARRINGTON, COLEMAN, SLOMAN &
1304 PACIFIC STREET BLUMENTHAL, L.L.P.
SAN LUIS OBISPO, CA 93401 200 CRESCENT COURT, SUITE 1500
(805) 543-4171 DALLAS, TX 75201
(214) 855-3067
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------- ----------------------
$7,008,000 $1,401.60
- ---------------
* Estimated solely for purposes of calculating the amount of filing fee. The
Transaction Valuation assumes the purchase of 1,600,000 shares of Common Stock,
par value $.01 per share, of the Subject Company at the offer price of $4.38 net
per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the aggregate value of cash offered by MVII, LLC for such number of shares.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
<PAGE> 2
Amount Previously Paid: $1,401.60
Filing Party: MVII, LLC, E. Thomas Martin
Form or Registration No.: Schedule 14D-1
Date Filed: April 21, 1999
2
<PAGE> 3
CUSIP NO. 232968 10 7
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MVII, LLC
77-0509866
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [ ]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
CALIFORNIA
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,133,202 (See Introduction and Sections 9, 11 and 12 of the Offer to
Purchase dated April 21, 1999, filed as Exhibit (a)(1) hereto)*
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7) APPROXIMATELY:
61%*
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON:
OO
- ---------------
* Includes an aggregate of 2,358,491 shares of Common Stock, par value $.01 per
share (the "Common Stock" or "Shares"), of DSI Toys, Inc., a Texas corporation
(the "Company"), purchased by MVII, LLC, a limited liability company formed
under the laws of the State of California (the "Purchaser"), for an aggregate
purchase price of $5 million (at $2.12 per share) pursuant to the terms of the
Stock Purchase and Sale Agreement dated April 15, 1999, between the Purchaser
and the Company (the "Stock Purchase Agreement"). Also includes 1,600,000 Shares
validly tendered and not withdrawn in the Offer (as defined herein) and accepted
for payment by the Purchaser for $4.38 per Share from the Company's
shareholders. Also includes 1,174,711 Shares currently held by certain
management shareholders of the Company and a limited partnership controlled by a
management shareholder (the "Management Shareholders") that the Purchaser has
the right to vote, subject to certain exceptions, pursuant to the terms of the
Shareholders' and Voting Agreement dated April 15, 1999, among the Purchaser,
the Company and the Management Shareholders.
E. Thomas (Tom) Martin and his wife, Noreen Martin (collectively, the
"Martins"), own ninety-nine percent (99%) of the membership interests in the
Purchaser as community property and their address is 654 Osos Street, San Luis
Obispo, California 93401. The Martins are the record owners of 140,000 shares of
Common Stock and beneficially own, through their control of the Purchaser,
5,273,202 Shares. The Martins purchased 3,500 Shares on February 23, 1999, in an
open market transaction at a price of $2.44 per Share. Joseph Whitaker and his
wife, Myraline Whitaker (collectively, the "Whitakers"), own one percent (1%) of
the membership interests in the Purchaser as community property and their
address is 5615 Ladybird Lane, LaJolla, California 92037. The Whitakers
beneficially own 2,000 shares of Common Stock.
3
<PAGE> 4
CUSIP NO. 232968 10 7
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
E. Thomas Martin
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [ ]
(B) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F): [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,273,202 (See Introduction and Sections 9 and 11 of the Offer to Purchase
dated April 21, 1999, filed as Exhibit (a)(1) hereto)*
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES: [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7) APPROXIMATELY:
63%*
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON:
IN
- --------------------------------------------------------------------------------
* E. Thomas (Tom) Martin is the beneficial and record owner of 140,000 shares of
the Common Stock, $.01 par value per share (the "Common Stock" or "Shares"), of
DSI Toys, Inc., a Texas corporation (the "Company"). Tom Martin and his wife,
Noreen Martin (collectively, the "Martins"), own ninety-nine percent (99%) of
the membership interests of MVII, LLC, a limited liability company formed under
the laws of the State of California (the "Purchaser"). Tom Martin is the sole
Manager and the President of the Purchaser. The Purchaser currently beneficially
owns 5,133,202 Shares, which Shares consist of: (i) an aggregate of 2,358,491
Shares purchased by the Purchaser for an aggregate purchase price of $5 million
(at $2.12 per Share) pursuant to the terms of the Stock Purchase and Sale
Agreement dated April 15, 1999, between the Purchaser and the Company (the
"Stock Purchase Agreement"); (ii) 1,600,000 Shares validly tendered and not
withdrawn in the Offer (as defined herein) and accepted for payment by the
Purchaser for $4.38 per share from the Company's shareholders; and (iii)
1,174,711 Shares currently held by certain management shareholders of the
Company and a limited partnership controlled by a management shareholder (the
"Management Shareholders") that the Purchaser has the right to vote, subject to
certain exceptions, pursuant to the terms of the Shareholders' and Voting
Agreement dated April 15, 1999 (the "Shareholders' Agreement"), among the
Purchaser, the Company and the Management Shareholders. Tom Martin, through his
control of the Purchaser, beneficially owns 5,133,202 Shares that are
beneficially owned by the Purchaser.
The Martins purchased 3,500 shares on February 23, 1999, in an open market
transaction at a price of $2.44 per Share. The Martins' address is 654 Osos
Street, San Luis Obispo, California 93401. Joseph Whitaker and his wife,
Myraline Whitaker (collectively, the "Whitakers"), own one percent (1%) of the
membership interests in the Purchaser as community property and their address is
5615 Ladybird Lane, LaJolla, California 92037. The Whitakers beneficially own
2,000 shares of Common Stock.
4
<PAGE> 5
This Final Amendment to the Tender Offer Statement on Schedule 14D-1
and Schedule 13D (the "Final Amendment") relates to the offer by MVII, LLC, a
limited liability company formed under the laws of the State of California (the
"Purchaser"), to purchase up to 1,600,000 shares of common stock, $.01 par value
per share (the "Common Stock" or "Shares"), of DSI Toys, Inc., a Texas
corporation (the "Company"), at a price of $4.38 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Purchaser's
Offer to Purchase, dated April 21, 1999, as amended (the "Offer to Purchase"),
and in the related Letter of Transmittal (which together constitute the
"Offer"). Defined terms used but not otherwise defined herein shall have the
meanings set forth in the Offer to Purchase. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 is hereby amended and supplemented
to add the following:
"As the Purchaser announced on May 26, 1999, the Offer expired at
5:00 p.m., New York City time, on Tuesday, May 25, 1999. The Purchaser
has been advised by the Depositary on a final basis that 5,036,215
Shares (including Shares tendered pursuant to notices of guaranteed
delivery) were validly tendered and not withdrawn pursuant to the
Offer. Accordingly, the final proration factor is 31.77%. On May 26,
1999, the Purchaser accepted for payment 1,600,000 Shares in the
Offer. On June 1, 1999, the Purchaser also acquired 1,792,453 Shares
of the Company's Common Stock (the Second Funding Shares) as
contemplated by the Stock Purchase Agreement for $3.8 million, or
$2.12 per Share. As a result of these transactions and because of its
rights under the Shareholders' Agreement, the Purchaser owns of record
3,958,491 Shares (47% of the Company's Common Stock), and beneficially
owns 5,133,202 Shares (61% of the Company's Common Stock). By virtue
of his control of the Purchaser and his personal record ownership of
140,000 Shares, E. Thomas Martin is the beneficial owner of 5,273,202
Shares or 63% of the Company's Common Stock. A copy of the press
release issued with respect to the foregoing is attached hereto as
Exhibit (a)(11) and is incorporated herein by reference."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
1. The information set forth in Item 11 is hereby amended and
supplemented by adding the following exhibit:
(a)(11) -- Text of Press Release, dated June 2, 1999, issued by
the Company and the Purchaser.
5
<PAGE> 6
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MVII, LLC
By: /s/ E. THOMAS MARTIN
-------------------------------------
Name: E. Thomas Martin
Title: Manager
Dated: June 2, 1999
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ E. THOMAS MARTIN
-------------------------------------
E. Thomas Martin
Dated: June 2, 1999
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(a)(1)* -- Offer to Purchase dated April 21, 1999.
(a)(2)* -- Letter of Transmittal.
(a)(3)* -- Notice of Guaranteed Delivery.
(a)(4)* -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5)* -- Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6)* -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7)* -- Form of Summary Advertisement as published in the New York Times on
April 21, 1999.
(a)(8)* -- Text of Press Release, dated April 15, 1999, issued by the Company
and Purchaser.
(a)(9)* -- Text of Press Release, dated April 21, 1999, issued by the Purchaser.
(a)(10)* -- Text of Press Release, dated May 26, 1999, issued by the Purchaser.
(a)(11) -- Text of Press Release, dated June 2, 1999, issued by the Company and
the Purchaser.
(b) -- None.
(c)(1)* -- Stock Purchase and Sale Agreement dated April 15, 1999, between the
Company and the Purchaser.
(c)(2)* -- Form of Side Letter Agreement dated April 15, 1999, between the
Purchaser and certain management shareholders and a limited partnership
controlled by a management shareholder.
(c)(3)* -- Shareholders' and Voting Agreement dated April 15, 1999, among the
Purchaser, the Company and certain management shareholders and a limited
partnership controlled by a management shareholder.
(c)(4)* -- Registration Rights Agreement dated April 15, 1999, among the
Company, the Purchaser, and certain management shareholders and a limited
partnership controlled by a management shareholder.
(c)(5)* -- Form of Irrevocable Proxy dated April 15, 1999, between the Purchaser
and certain management shareholders and a limited partnership controlled by
a management shareholder.
(d) -- None.
(e) -- Not applicable.
(f) -- None.
</TABLE>
* Previously filed.
7
<PAGE> 1
EXHIBIT (a)(11)
DSI TOYS AND MVII, LLC COMPLETE STOCK TRANSACTION;
MVII, LLC ANNOUNCES FINAL PRORATION FACTOR IN ITS
TENDER OFFER FOR SHARES OF DSI TOYS
HOUSTON, TEXAS, June 2, 1999 --- DSI Toys, Inc. (Nasdaq: DSIT) and
MVII, LLC, a California limited liability company controlled by E. Thomas
Martin, are pleased to announce that they have completed the second of two
transactions pursuant to the Stock Purchase and Sale Agreement dated April 15,
1999, between MVII and DSI, which resulted in a $5 million investment by MVII in
DSI common stock. In yesterday's closing, MVII purchased 1,792,453 shares of
DSI's common stock for $3.8 million. On April 15, 1999, as provided in the Stock
Purchase Agreement, MVII purchased 566,038 shares of DSI common stock for $1.2
million.
MVII also announced that it has been advised by its depositary,
American Stock Transfer & Trust Company, that on a final basis 5,036,215 shares
of common stock of DSI were validly tendered and not withdrawn on or prior to
the 5:00 p.m., May 25, 1999, expiration date of MVII's $4.38 per share cash
tender offer for DSI common stock, resulting in a final pro-ration factor of
31.77%. On May 26, 1999, MVII accepted for payment 1,600,000 shares of common
stock of DSI.
As a result of the tender offer and the $5 million investment in DSI
common stock, MVII has made a total investment in DSI common stock of $12
million. MVII currently is the record owner of more than 47% of DSI's
outstanding shares. MVII has nominated four individuals to serve on the DSI's
six member board, and DSI's shareholders have approved the appointment of MVII's
nominees.
At yesterday's closing, DSI also accepted the resignations of Messrs.
Crosby, Smith, Conrad and Neitz from its board and these vacancies have been
filled by Messrs. E. Thomas Martin, Robert L. Burke, Joseph S. Whitaker, and
John McSorley. DSI also announced the appointment of E. Thomas Martin as
Chairman of its board of directors. Mr. Martin's appointment adds a new
dimension to the Company's management, as he has over 25 years of experience in
the toy and media industries. He recently sold Martin Media LP and related
entities for $610 million to Chancellor Media Corp. Prior to his tenure in
outdoor advertising, Mr. Martin spent ten years with Mattel, Inc. in their
product development and marketing divisions.
DSI Toys, Inc. designs, develops, markets and distributes high quality,
value-priced toys and children's consumer electronics. Core product categories
are juvenile audio products (include Tech-Link(TM) and Digi-Tech(TM)
walkie-talkies, pre-teen audio products and Kawasaki(R) musical toys), girls'
toys (including dolls, play sets and accessories), and boys' toys (including
Kawasaki(R) and Burnin' Thunder(TM) radio control vehicles, BlockMen(TM)
construction sets, and western and military action toys). The Company's web
sites can be reached at http://www.DSIToys.com and http://www.blockmen.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: Statements in this press release that are not historical facts,
including statements about plans and expectations regarding products and
opportunities, demand and acceptance of new and existing products, capital
resources, and future financial condition and results are forward-looking.
Forward-looking statements involve risks and uncertainties, which may cause
DSI's actual results in future periods to differ materially and adversely from
those expressed. These uncertainties and risks include changing consumer
preferences, lack of success of new products, loss of DSI's customers,
competition, and other factors discussed from time to time in DSI's filings with
the Securities and Exchange Commission.
###
