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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DSI TOYS, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
232968 10 7
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(CUSIP Number)
E. Thomas Martin
MVII, LLC
654 Osos Street
San Luis Obispo, California 93401
(805) 545-7900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 17, 1999
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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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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CUSIP NO. 232968 10 7
- ----------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. THOMAS MARTIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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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
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF
4,625,659(1)
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,417,086(2)(3)(4)
OWNED BY -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
4,625,659(1)
REPORTING -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,042,745(1)(2)(3)(4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.2%
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes 431,421 shares of Common Stock held by direct record ownership and
4,194,238 shares of Common Stock held directly by MVII, LLC, a California
limited liability company ("MVII"), of which
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76.29% of the membership interests are owned by Mr. Martin and his wife, Noreen
Martin, as community property.
(2) Includes 811,086 shares of Common Stock owned by certain shareholders of the
Company that are subject to the Primary Voting Agreement (as defined herein)
with MVII.
(3) Includes 600,000 shares of Common Stock owned by, or payable to, Reiling (as
defined herein) that are subject to the Reiling Voting Agreement (as defined
herein) with MVII. The 600,000 shares of Common Stock include 96,774 shares
which are payable to Reiling upon satisfaction of certain post-closing
conditions in connection with the Merger (as defined herein).
(4) Includes stock options held by certain shareholders of the Company to
purchase an aggregate of 6,000 shares of Common Stock at $8.00 per share
exercisable at any time.
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This Amendment No. 1 (this "Amendment") amends and supplements the
Statement on Schedule 13D relating to the common stock, par value $.01 per share
(the "Common Stock"), of DSI Toys, Inc., a Texas corporation (the "Company")
previously filed on April 21, 1999 by E. Thomas Martin ("Martin").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended as follows:
Martin used personal funds to finance the Common Stock purchase
described in Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended as follows:
On December 17, 1999, Rust Capital, Ltd., a Texas limited partnership
("Rust Capital"), sold 291,421 shares of Common Stock to Martin at $3.00 per
share. Martin purchased such shares pursuant to MVII's right of first refusal
contained in a Shareholders' and Voting Agreement dated April 15, 1999, but
effective as of June 1, 1999, by and among the Company, MVII and certain
shareholders of the Company (the "Primary Voting Agreement"), which was assigned
by MVII to Martin on December 15, 1999.
Prior to the purchase of Common Stock from Rust Capital, Martin and his
wife were the record owners of 140,000 shares of Common Stock. Accordingly,
giving effect to the Rust Capital transaction, Martin has the sole power to vote
and the sole power to dispose of 4,625,659 shares of Common Stock, which
includes 431,421 shares of Common Stock held by direct record ownership and
4,194,238 shares of Common Stock held directly by MVII. Under the terms of the
Primary Voting Agreement, MVII has the shared power to vote 817,086 shares of
Common Stock (including options held by certain shareholders of the Company to
purchase an aggregate of 6,000 shares of Common Stock at $8.00 per share
exercisable at any time). On January 7, 2000, the Company acquired Meritus
Industries, Inc. by means of a merger (the "Merger"). As part of the Merger, a
Shareholders' and Voting Agreement (the "Reiling Voting Agreement") dated
January 7, 2000 was entered into by and among the Company, MVII and Walter S.
Reiling and Susan Reiling (collectively, "Reiling"). Under the terms of the
Reiling Voting Agreement, MVII has the shared power to vote 600,000 shares of
Common Stock (including, for purposes of this Schedule 13D, 96,774 shares of
Common Stock payable by the Company pursuant to the terms and conditions of a
Closing and Holdback Agreement between the Company and Reiling, among others).
Therefore, Martin beneficially owns 6,042,745 shares of Common Stock by virtue
of his record ownership, his controlling interest in MVII, the Primary Voting
Agreement to which MVII is a party, and the Reiling Voting Agreement to which
MVII is a party, representing, in the aggregate, 66.2% of the outstanding Common
Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Amendment:
Exhibit 1. Primary Voting Agreement dated April 15, 1999,
among the Company, MVII and certain shareholders of
the Company (incorporated by reference to Exhibit 1
contained in the Statement on Schedule 13D filed by
the parties to the Voting Agreement on June 10,
1999).
Exhibit 2. Reiling Voting Agreement dated January 7, 2000,
among the Company, MVII and Reiling (incorporated by
reference to Exhibit 3 contained in the Statement on
Schedule 13D filed by Reiling on January 18, 2000).
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SIGNATURES
After reasonable 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.
Dated: January 21, 2000 /s/ E. Thomas Martin
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E. Thomas Martin
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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Exhibit 1. Primary Voting Agreement dated April 15, 1999,
among the Company, MVII and certain shareholders of
the Company (incorporated by reference to Exhibit 1
contained in the Statement on Schedule 13D filed by
the parties to the Voting Agreement on June 10,
1999).
Exhibit 2. Reiling Voting Agreement dated January 7, 2000,
among the Company, MVII and Reiling (incorporated by
reference to Exhibit 3 contained in the Statement on
Schedule 13D filed by Reiling on January 18, 2000).
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