REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
under
The Securities Act of 1933
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Radica Games Limited
(Exact name of registrant as specified in its charter)
Bermuda None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite R, 6th Floor
2-12 Au Pui Wan Street
Fo Tan, Hong Kong
(Address of Principal Executive Offices)
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RADICA GAMES LIMITED 1994 STOCK OPTION PLAN*
(Full title of the plan)
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Radica Enterprises, Ltd.
180 S. Lake Street, Suite 440
Pasadena, CA 91101
(626) 744-1150
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share** Offering Price** Fee
<S> <C> <C> <C> <C>
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Common Stock, par value $0.01 per share 800,000 shares*** $16.875 $13,500,000 $3,983
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<FN>
* Also includes option plan for outside directors (to the extent separately
administered), and Employment Agreement with Mr. Jon N. Bengtson, under
which certain options were granted. All such options are described in the
documents filed or furnished pursuant to the Securities Exchange Act of
1934, as amended, which are incorporated by reference herein.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low prices
of the Common Stock of Radica Games Limited (the "Company") as reported on
The Nasdaq National Market on July 21, 1998.
*** This registration covers additional shares of the Company's Common Stock
for issuance pursuant to the above-mentioned Plan, and should be read in
conjunction with the Company's prior registration statements no. 33-86960
and no. 333-07000. See the Explanatory Statement on the following page.
</FN>
</TABLE>
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EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, this Registration
Statement registers additional securities of the same class as other securities
for which a registration statement, also filed on Form S-8 and relating to the
Company's 1994 Stock Option Plan, is effective. Therefore, this Registration
Statement consists only of the following: the facing page, the required
statement (regarding incorporation by reference) set forth below, the required
opinions and consents, and the signature page. This filing also updates, but
does not change in substance, the letter to holders of stock options set forth
on the following page.
This Registration Statement hereby incorporates by reference the
contents of the Company's earlier registration statements no. 33-86960 and no.
333-07000. After giving effect to this filing, an aggregate of 2,988,000 shares
of the Company's Common Stock have been registered for issuance pursuant to the
Company's 1994 Stock Option Plan and other employee stock options.
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<PAGE>
July __, 1998
RADICA GAMES LIMITED
1994 STOCK OPTION PLAN
Common Stock of Radica Games Limited
(A Bermuda Corporation)
To: Holders of Stock Options
Radica Games Limited (the "Company") has filed three registration
statements (file nos. 33-86960, 333-07000 and 333-_________) (collectively, the
"Registration Statement") under the Securities Act of 1933 with respect to the
exercise by participants of options (the "Options") to purchase the Company's
Common Stock, par value U.S.$0.01 per share (the "Common Stock"), which Options
have been or may be awarded pursuant to the terms of the Company's 1994 Stock
Option Plan, as amended (the "Plan"). Concurrently you are receiving, or you
have previously received, a copy of the Plan, as amended to date, certain
additional disclosures, and a statement of the terms of the Options (if any)
awarded to you (the foregoing, together with any subsequent documentation
relating to the Plan subsequently delivered to you, the "Plan Documents"). This
letter, the Plan Documents and the Incorporated Documents (defined below)
constitute a prospectus (the "Prospectus") covering shares of the Company's
Common Stock that have been registered under the Securities Act of 1933. The
Incorporated Documents are: the description of the Company's Common Stock filed
under the Securities Exchange Act of 1934 (the "Exchange Act") contained in the
Company's Registration Statement on Form 8-A (File No. 0-23696); the Company's
Annual Report on Form 20-F for the fiscal year ended October 31, 1997; and any
further documents (including Form 20-Fs) subsequently filed and, to the extent
(if any) provided therein, any further documents subsequently furnished
(including Form 6-Ks) under the Exchange Act by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act.
Any participant in the Plan may obtain a copy of the Plan Documents and
Incorporated Documents without charge upon written or oral request to the
Company, c/o Radica Enterprises, Ltd., 180 S. Lake Street, Suite 440, Pasadena,
CA 91101, (626) 744-1150, Attention: Administrative Assistant.
THE COMMON STOCK OF RADICA GAMES LIMITED HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Very truly yours,
RADICA GAMES LIMITED
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to the above-mentioned instruction to Form S-8, the only
exhibits required with this filing are the opinions and consents, as listed
below.
Item 8. Exhibits
The following are filed as exhibits to this registration statement:
5.1 Opinion of Conyers Dill & Pearman as to the validity of the
Common Stock.
23.1 Consent of Deloitte Touche Tohmatsu, independent auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Radica
Games Limited certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, on this 20th day of July, 1998.
RADICA GAMES LIMITED
By: /s/ David C. W. Howell
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David C.W. Howell
Executive Vice President, Chief
Financial Officer, Chief Accounting
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of David C.W. Howell, Robert E.
Davids, Patrick Feely and Jon N. Bengtson, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to do any and all things
and execute any and all instruments that such attorney may deem necessary or
advisable under the Securities Act of 1933 (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration under the Act of the Common Stock of the
Company, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign his name in his respective capacity
to this Registration Statement and/or such other form or forms as may be
appropriate to be filed with the Commission as any of them may deem appropriate
in respect of such Common Stock, to any and all amendments, including
post-effective amendments, to this Registration Statement and to any and all
instruments and documents filed as part of or in connection with this
Registration Statement and any and all amendments hereto, including
post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 20, 1998 by the following persons
in the capacities indicated.
Name Title
/s/ Robert E. Davids
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Robert E. Davids Vice Chairman, Chief Executive Officer
and Director
/s/ Jon N. Bengtson
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Jon N. Bengtson Chairman of the Board and Director
/s/ Patrick Feely
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Patrick Feely President, Chief Operating Officer and
Director
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<PAGE>
/s/ David C.W. Howell
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David C.W. Howell Executive Vice President, Chief Financial
Officer, Chief Accounting Officer and
Director
/s/ Lam Siu Wing
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Lam Siu Wing Vice President, Engineering and Director
/s/ James O'Toole
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James O'Toole Director
/s/ Millens W. Taft, Jr.
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Millens W. Taft, Jr. Director
/s/ Patrick Feely
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Radica Enterprises, Ltd. Duly authorized representative
By Patrick Feely in the United States
President
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Exhibit 5.1
Conyers Dill & Pearman
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BERMUDA BARRISTERS & ATTORNEYS
3408 Two Exchange Square.
8 Connaught Place. Central. Hong Kong
Telephone: (853) 2534 7106
Facsimile: (852) 2845 0268
E-mail: [email protected]
10 July, 1998
Radica Games Limited
Suite R, 6th Floor
Valiant Industrial Centre
2-12 Au Pui Wan Street
Fo Tan
Shatin
Hong Kong
Dear Sirs,
Radica Games Limited (the "Company")
We have acted as special Bermuda legal counsel to the Company in
connection with the registration of 800,000 ordinary shares of the Company, par
value US$0.01 per share (the "Shares") under the United States Securities Act of
1933 (the "Securities Act"), as described in the registration statement on Form
S-8 (the "Registration Statement") filed with the United States Securities and
Exchange Commission (the "Securities and Exchange Commission") on or about the
date hereof.
For the purposes of giving this opinion, we have examined the following
documents:
(1) a facsimile copy of the final form of the Registration Statement
as provided to us by the Company on 10 June, 1998;
(2) a copy of the Company's Amended and Restated 1994 Stock Option
Plan including the 1997 and 1998 amendments to such plan
effective as of 9 April, 1997 and 6 April, 1998 (the "Plan"); and
(3) a copy of minutes of the annual shareholders meeting of the
Company held on 6 April, 1998 and facsimile copies of resolutions
in writing passed by the directors of the Company effective as of
6 April, 1998 approving, inter alia, such amendments to the Plan
and authorising the directors of the Company to issue Shares
under and in accordance with the Plan.
We have also reviewed the memorandum of association and bye-laws of the
Company, minutes of meetings of and resolutions in writing passed by the members
and directors of the Company and such other
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Radica Games Limited
10 July, 1998
Page 2
documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinion set forth below.
We have assumed that (i) the minutes of meetings and resolutions in
writing referred to herein are full and accurate records of resolutions passed,
inter alia, in meetings duly convened and held in accordance with the bye-laws
of the Company and that such resolutions have not been amended or rescinded and
are in full force and effect, (ii) there is no provision of the law of any
jurisdiction, other than Bermuda, which would have any implication in relation
to the opinion expressed herein, (iii) all options granted pursuant to the Plan
will be exercisable at a price at least equal to the par value of the Shares,
(iv) the Shares fall within the existing authorised share capital of the Company
and (v) no resolution has been passed by the members of the Company to limit or
otherwise fetter the powers granted to the directors of the Company by the
bye-laws of the Company to issue any unissued shares of the Company on such
terms and conditions as they may determine.
We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. Subject as
mentioned below, this opinion is issued solely for your benefit and is not to be
relied upon by any other person, firm or entity or in respect of any other
matter.
On the basis of and subject to the foregoing, we are of the opinion
that the Shares have been duly authorized, and when issued, delivered and paid
for in the manner described in the Plan, will be validly issued, fully paid and
non-assessable (meaning that no further sums are payable to the Company with
respect to the holding of such Shares).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
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Conyers Dill & Pearman
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Radica Games Limited
We consent to the incorporation by reference in this Registration Statement of
Radica Games Limited on Form S-8 of our report dated December 17, 1997,
appearing in the Annual Report on Form 20-F of Radica Games Limited for the year
ended October 31, 1997.
/s/ Deloitte Touche Tohmatsu
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DELOITTE TOUCHE TOHMATSU
Hong Kong
July 20, 1998
