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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. 11)*
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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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AMENDMENT NO. 11 TO SCHEDULE 13D
1. NAME OF REPORTING PERSON(S)
Richard H. Pickup, an individual - SS No. ###-##-####
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 - I.D. No. 88-0302506
BP Ventures, LLC, a Nevada limited liability company - I.D. No. 86-0845227
TD Investments, LLC, a Nevada limited liability company - I.D. No.
88-0370064
Pickup Family Trust - I.D. No. 33-6123575
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
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF and WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Richard H. Pickup is an individual residing within and a citizen of the
United States. Each of the reporting entities was organized under and
pursuant to the laws of the State of Nevada.
7. SOLE VOTING POWER
Richard H. Pickup, an individual - 128,820 shares
Dito Devcar Corporation, a Nevada corporation - 4,000,000 shares
Dito Devcar, LP, a Nevada limited partnership -204,000 shares
Dito Caree, LP, a Nevada limited partnership - 1,401,800 shares
TD Investments, LLC, a Nevada limited liability company - 556,818 shares
Pickup Family Trust - 692,000 shares
TMP Charitable Unitrust - 25,000 shares
DRP Charitable Unitrust - 25,000 shares
Pickup Charitable Unitrust II - 70,000 shares
Dito Devcar Foundation - 9,000 shares
8. SHARED VOTING POWER
None
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9. SOLE DISPOSITIVE POWER
Richard H. Pickup - 128,820 shares
Dito Devcar Corporation, a Nevada corporation - 4,000,000 shares
Dito Devcar, LP, a Nevada limited partnership - 204,000 shares
Dito Caree, LP, a Nevada limited partnership - 1,401,800 shares
TD Investments, LLC, a Nevada limited liability company - 556,818 shares
Pickup Family Trust - 692,000 shares
TMP Charitable Unitrust - 25,000 shares
DRP Charitable Unitrust - 25,000 shares
Pickup Charitable Unitrust II - 70,000 shares
Dito Devcar Foundation - 9,000 shares
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Richard H. Pickup, an individual - 128,800 shares
Dito Devcar Corporation, a Nevada corporation - 4,000,000 shares
Dito Devcar, LP, a Nevada limited partnership - 204,000 shares
Dito Caree, LP, a Nevada limited partnership - 1,279,100 shares
TD Investments, LLC, a Nevada limited liability company - 556,818 shares
Pickup Family Trust - 692,000 shares
TMP Charitable Unitrust - 25,000 shares
DRP Charitable Unitrust - 25,000 shares
Pickup Charitable Unitrust II - 70,000 shares
Dito Devcar Foundation - 9,000 shares
Total of all issued and outstanding shares - 7,112,438
12. CHECK BOX IF THE AGGREGATE AMOUNT IN NO. 11 EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN NO. 11
Richard H. Pickup, an individual - .73%
Dito Devcar Corporation, a Nevada corporation - 22.70%
Dito Devcar, LP, a Nevada limited partnership - 1.16%
Dito Caree, LP, a Nevada limited partnership - 7.95%
TD Investments, LLC, a Nevada limited liability company - 3.16%
Pickup Family Trust - 3.93%
TMP Charitable Unitrust - .14%
DRP Charitable Unitrust - .14%
Pickup Charitable Unitrust II - .40%
Dito Devcar Foundation - .05%
Total percentage held by all reporting persons - 40.32%
14. TYPE OF REPORTING PERSON(S)
Richard H. Pickup, an individual - IN
Dito Devcar Corporation, a Nevada corporation - CO
Dito Devcar, LP, a Nevada limited partnership - CO
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AMENDMENT NO. 11 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 11 to a previously filed Schedule 13D, dated June
15, 1995 ("Original Filing"), relates to shares of Common Stock ("Shares") of
Radica Games Limited, a Bermuda corporation ("Radica") whose executive offices
are located at Suite R, 6/Fl.2-12 Au Pui Wan St., Fo Tan, Hong Kong with
Radica's USA offices located c/o Radica Enterprises Limited, 5301 Longley Lane,
suite 157, Reno, Nevada 89511-1806. Shares of Radica are traded on the NASDAQ
over the counter National Market System under the trading symbol of RADA.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 11 is being filed as an amendment to the Original
Filing and is further amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10
heretofore filed. As noted in the Original Filing and each of the amendments
thereto, each of the filing entities herein, specifically, Dito Devcar
Corporation, a Nevada corporation ("Dito") Dito Devcar, LP, a Nevada limited
partnership ("LP"), The DRP Charitable Unitrust ("DRP Trust"), TMP Charitable
Unitrust ("TMP Trust"), Dito Caree, LP, a Nevada limited partnership ("Dito
Caree"), The Pickup Family Trust ("Family Trust"), the Pickup Charitable
Unitrust II ("Charitable Unitrust II"), TD Investments, LLC ("TD Investments"),
and the Dito Devcar Foundation ("Foundation") (collectively, "Reporting
Entities") are record holders of Shares. Each of the Reporting Entities is
directly or indirectly controlled or operating for the benefit of Mr. Richard H.
Pickup.
The total holdings of Shares owned by all the Reporting Entities exceed
10% of the issued and outstanding Shares of Radica. The identity and address of
each reporting person (including entities) is as previously reported.
Over the past five (5) years, none of the filing persons nor any of the
Reporting Entities, nor any trustee of a trust or general partner of a
partnership, nor any manager or member of a limited liability company, nor any
of the officers or directors of any corporation identified in the Original
Filing have been (1) convicted in a criminal proceeding, or (2) been a party to
a civil proceeding of a judicial or administrative body which resulted in a
judgment, decree or final order enjoining future violations of or prohibitions
or mandating activity subject to federal or state securities laws or finding any
violations with respect to such laws.
Although Mr. Richard H. Pickup is the controlling person, trustee or
majority shareholder of each of the Reporting Entities, and it is acknowledged
that he exercises sufficient control in order to consider each of the Reporting
Entities to be treated as a "group," there exists no formal or informal
agreements or understandings, either in writing or orally, between any of the
Reporting Entities and/or Mr. Pickup concerning the Shares nor their holding,
voting or acquisition or disposition of any Shares of Radica.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As previously reported, the Shares are acquired by means of private
capital or working capital of the entities acquiring said Shares and no portions
of said funds have been borrowed. All Shares acquired by the Pickup Family
Trust, Dito Devcar Corporation and Dito Caree LP subsequent to the most recent
amendment to the Original Filing represent working capital or capital
contributions made to those entities.
ITEM 4. PURPOSE OF TRANSACTION
As previously reported, each member of the "group" controlled by Mr.
Pickup has purchased Shares in Radica for investment purposes only and no
agreement, formal or informal, written or oral, has been entered into by and
between any of the filing persons in connection with the information of any
group or any group action. Shares acquired by the Pickup Family Trust, Dito
Devcar Corporation and Dito Caree LP were acquired for investment purposes of
said entities.
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Each of the filing persons retains the election and right of making
further acquisitions and/or dispositions of Radica stock from one or more
sellers or buyers, either through open market or negotiated private
transactions, or disposing of all or any portion of the filing persons' Shares
held in Radica stock, to one or more purchasers, either through open market or
in private negotiated transactions.
None of the filing persons has any present plans or proposals which may
relate to or result in:
A. The acquisition or disposition by any reporting person of any
additional securities of the issuer or the disposition of securities of the
issuer.
B. An extraordinary corporate transaction, such a merger,
reorganization or liquidation involving the issuer or any of its subsidiaries.
C. The sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries.
D. A change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of directors or to
fill any existing vacancies upon the board.
E. Any material change in the present capitalization or dividend policy
of the issuer.
F. Any material change in the issuer's business or corporate structure.
G. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person.
H. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
I. Causing a class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
J. Any action similar to any of those enumerated above.
Although no member of the filing persons has any present plans in
connection with any of the foregoing, none of the foregoing actions by any of
the filing persons, or any member thereof, can be ruled out in the future for
either the short or the long-term.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentage of Shares owned by all of the reporting persons herein
are based upon a total of 17,624,194 Shares of Common Stock of Radica
outstanding as reflected in Radica's most recent report as filed with the
Securities and Exchange Commission.
The interest in Shares and securities of Radica held by each of the
filing persons is as follows:
A. Mr. Richard H. Pickup is currently the beneficial and record holder
of 128,820 Shares, which represents approximately .73% of all the issued and
outstanding shares of Radica.
B. Dito Devcar Corporation is currently the beneficial and record owner
of 4,000,000 Shares, which represents approximately 22.70% of all of the issued
and outstanding Shares of Radica.
C. The DRP Charitable Unitrust is the beneficial and record holder of
25,000 Shares. The DRP Trust holdings constitute approximately .14% of all the
issued and outstanding Shares of Radica. All acquisitions by DRP Charitable
Unitrust are as previously reported.
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D. The TMP Charitable Unitrust is the beneficial and record holder of
25,000 Shares. The TMP Trust holdings constitute approximately .14% of all the
issued and outstanding Shares of Radica.
E. The Pickup Charitable Remainder Unitrust II ("Trust II") is
currently the beneficial and record holder of 70,000 Shares. The holdings of
Trust II constitute approximately .40% of all the issued and outstanding Shares
of Radica.
F. Dito Devcar LP is the beneficial and record holder of 204,000
Shares. LP's holdings constitute approximately 1.16% of all the issued and
outstanding Shares of Radica.
G. TD Investments, LLC is the beneficial and record holder of 556,818
Shares. The holdings of TD Investments LLC constitute approximately 3.16% of all
the issued and outstanding Shares of Radica.
H. The Pickup Family Trust is the beneficial and record holder of
692,000 Shares. The Trust's holdings constitute approximately 3.93% of all the
issued and outstanding Shares of Radica.
I. Dito Caree, LP is the owner of 1,401,800 Shares. The percentage of
Shares held by Dito-Caree, LP represents 7.95% of all the issued and outstanding
Shares of Radica.
J. Dito Devcar Foundation is the owner of 9,000 shares. The percentage
of shares held by the Dito Devcar Foundation represents .05% of all issued and
outstanding shares of Radica.
On August 21, 2000, Dito Caree LP purchased 110,000 shares of Radica
Common Stock at $2.78 per share in the open market.
On July 11, 2000, the Pickup Family Trust and Dito Devcar Corporation
purchased 600,000 shares and 500,000 shares respectively, of Radica Common Stock
at $2.81 per share. These shares were purchased in a privately negotiated
transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships exist with
respect to securities of Radica between any of the reporting persons disclosed
herein or Mr. Richard H. Pickup.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable, no exhibits are to be filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, and correct.
Dated: August 25, 2000 DITO DEVCAR CORPORATION
A Nevada corporation
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, President
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DITO CAREE, L.P.
A Nevada limited partnership
By: Gamebusters, Inc.,
A Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, President
DITO DEVCAR, L.P.
A Nevada limited partnership
By: Gamebusters, Inc.,
A Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, President
THE PICKUP FAMILY TRUST UNDER
DECLARATION OF TRUST,
Dated January 5, 1989
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, Trustee
DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
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DENNIS HARWOOD, Trustee
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
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DENNIS HARWOOD, Trustee
PICKUP CHARITABLE UNITRUST II
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, Trustee
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TD INVESTMENTS, LLC,
A Nevada limited liability company
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, President
/s/ RICHARD H. PICKUP
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RICHARD H. PICKUP
An Individual
DITO DEVCAR FOUNDATION, Inc.
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP
Its: Manager
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