As filed with the Securities and Exchange Commission on May 21, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADICA GAMES LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda Suite R, 6/Fl. None
(State or other jurisdiction of 2-12 Au Pui Wan St. (I.R.S. Employer
incorporation or organization) Fo Tan, Hong Kong Identification Number)
(852) 2693 2238
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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RADICA ENTERPRISES, LTD.
180 S. Lake Avenue, Suite 440
Pasadena, California 91101
(626) 744-1150
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
FRANK H. GOLAY, JR.
Sullivan & Cromwell
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement, as
determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED BE REGISTERED UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Shares, par value $.01 each 2,815,800 shares $10.03125 $28,245,994 $7,853
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c), based on the average of high and
low stock prices on May 17, 1999.
</FN>
</TABLE>
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
RED HERRING TEXT
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
Subject to Completion, dated May 21, 1999.
2,815,800 Shares
Radica Games Limited
Common Stock
This is an offering of shares of common stock of Radica Games Limited
from time to time by the selling stockholder.
Our common stock is listed on the Nasdaq National Market under the
symbol "RADA." The last reported sales price of the common stock on May 17, 1999
was $10.00 per share.
YOU SHOULD READ THE RISK FACTORS BEGINNING ON PAGE 2 IN THIS PROSPECTUS
BEFORE PURCHASING SHARES OF OUR COMMON STOCK.
The selling stockholder may from time to time offer and sell the shares
held by him directly or through agents or dealers at market prices or on other
sale terms determined by him. To the extent required, we will disclose in a
prospectus supplement the names of any agent or dealer, applicable commissions
or discounts and any other required information with respect to any particular
offer. See "Plan of Distribution."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Our principal executive offices are located at 2-12 Au Pui Wan Street,
Fo Tan, Hong Kong and our telephone number is (852) 2693-2238.
The date of this prospectus is __________, 1999.
<PAGE>
RISK FACTORS
Our common stock involves a significant degree of risk. You should
carefully consider the following risk factors and the other information
contained or incorporated by reference in this prospectus before investing in
our common stock. ANY OF THE FOLLOWING FACTORS, DEPENDING UPON THE SEVERITY AND
CIRCUMSTANCES OF A PARTICULAR OCCURRENCE, COULD RESULT IN A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
RISKS OF MANUFACTURING IN CHINA
Risk of China Losing Most Favored Nation Status or of Changes in Tariff
or Trade Policies. We manufacture in China and export from Hong Kong and China
to the United States and worldwide. Our products sold in the United States are
currently not subject to U.S. import duties. China currently enjoys most favored
nation, or MFN, trade status under U.S. tariff laws, which provides a favorable
category of U.S. import duties. As a result of opposition to certain policies of
the Chinese government and China's growing trade surpluses with the United
States, there has been, and in the future may be, opposition to the extension of
MFN status for China. The loss of MFN status for China, changes in current
tariff structures or adoption in the United States of other trade policies
adverse to China could have an adverse effect on our business.
Chinese Political, Economic and Legal Risks. Our current and future
operations in China and Hong Kong (which became a Special Administrative Region
of China on July 1, 1997) are highly dependent on the Chinese government's
continued support of economic reform programs that encourage private investment,
and particularly foreign private investment. Although the Chinese government has
adopted an "open door" policy with respect to foreign investment, we cannot
assure you that this policy will continue. A change in policies by the Chinese
government could adversely affect our business by, among other things, imposing
confiscatory taxation, restricting currency conversion, imports and sources of
supplies, or expropriating private enterprises. Although the Chinese government
has been pursuing economic reform policies for the past 15 years, we cannot
assure you that the Chinese government will continue to pursue these policies or
that these policies may not be significantly altered, especially in the event of
a change in leadership or other social or political disruption.
China Does Not Have a Comprehensive System of Laws. Enforcement of
existing laws in China may be sporadic and their implementation and
interpretation may be inconsistent. The Chinese judiciary is relatively
inexperienced in enforcing the laws that exist, leading to a higher than usual
degree of uncertainty about the outcome of any litigation. Even where adequate
law exists in China, it may be impossible to obtain swift and equitable
enforcement, or to obtain enforcement of a judgment by a court of another
jurisdiction.
Dependence on Local Government. We operate our factory in China under
agreements with the local government. These agreements and our factory
operations are dependent on our relationship with the local government and
existing trade practices. This relationship could be subject to adverse change
in the future, especially in the event of a change in leadership or other social
or political disruption.
Chinese Taxation. Prior to our 1999 fiscal year, we did not pay any
significant Chinese taxes. We believe that, under current Chinese tax rules and
practice, our activities in China were not subject to
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Chinese taxes, since we were eligible for an exemption from income tax for two
years starting from our first profitable year of operations in China, and
thereafter we were and are eligible for a 50 percent relief from income tax for
the following three years. This exemption and relief are provided under the
Income Tax Law of China. Our subsidiary in China had its first profitable year
in 1997 and became taxable on January 1, 1999 at 12% (half of the current rate)
until December 31, 2001. After that it will be taxed at the full rate of income
tax. In addition, under the existing processing arrangement and in accordance
with the current tax regulations in China, manufacturing income generated in
China is not subject to income taxes. The Chinese tax system is subject to
substantial uncertainties and has been subject to recently enacted changes, the
interpretation and enforcement of which are also uncertain. We cannot assure you
that changes in Chinese tax laws or their interpretation or their application
will not subject us to substantial Chinese taxes in the future.
Limited Infrastructure. Electricity, water, sewage, telephone and other
infrastructure are limited in the locality of our factory. In the past, we have
experienced temporary shortages of electricity and water supply. We have
installed five back-up electrical generators in the factory which can support it
in the event of a power shortage. We cannot assure you that the infrastructure
on which the factory is dependent will be adequate to operate the factory
successfully.
Hong Kong Political, Economic and Legal Risks. We also operate in Hong
Kong. Sovereignty over Hong Kong was transferred from the United Kingdom
Government to the Chinese Government on July 1, 1997, and Hong Kong became a
Special Administrative Region of China. Under the agreements providing for this
transfer, and the Chinese law implementing China's commitments, known as the
Basic Law, the current social and economic systems in Hong Kong are to remain
unchanged for 50 years after the transfer, and Hong Kong is to enjoy a high
degree of autonomy. However, the courts of Hong Kong will have no jurisdiction
over acts of state such as foreign and defense affairs. Laws currently in force,
as they may be amended by the Hong Kong legislature, are to remain in force
except to the extent that they contravene the Basic Law. It is not clear how
future developments in Hong Kong and China may affect the implementation of the
Basic Law. It is possible that the general political and economic position of
Hong Kong, and therefore our business, will be adversely affected by the
exercise of Chinese sovereignty over Hong Kong. In addition, political and
social developments in China have in the past and may in the future adversely
affect the economy of Hong Kong.
DEPENDENCE ON PRODUCT APPEAL AND NEW PRODUCT INTRODUCTIONS; LIMITED RANGE OF
PRODUCTS
Our operating results depend largely upon the appeal of our products to
consumers. Consumer preferences are highly subjective, and we cannot assure you
that consumers will continue to find existing products appealing or will find
new products appealing. Also, notwithstanding our current emphasis on non-casino
games, we continue to offer a relatively limited range of products. This exposes
us to the risks of any narrowly focused business. Changes in consumer
preferences away from the kinds of products we offer could have an adverse
effect on our business.
Some of our products have been recently introduced and although they
may experience good initial sales growth, there is no assurance that initial
success is indicative of significant future sales. As a general matter, we
expect that the sales of any of our products will eventually decline. We cannot
predict how long the product cycle will last for any product. In order to
control costs, and take advantage of the finite shelf space available to us, we
need to delete products from our line periodically. Our
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Our long-term operating results will therefore depend largely upon our
continuing ability to conceive, develop and introduce new appealing products at
competitive prices.
Once a new product is conceived, the principal steps to its
introduction include design, sourcing and testing of the electronic components,
tooling, and purchase and design of graphics and packaging. At any stage in the
process, there may be difficulties or delays in completing the necessary steps
to meet the contemplated product introduction schedule. It is, for example,
common in new product introductions or product revisions to encounter technical
and other difficulties affecting manufacturing efficiency and, at times, the
ability to manufacture at all. These difficulties will typically be corrected or
improved over a period of time with continued manufacturing experience and
engineering efforts. If one or more aspects necessary for introduction of
products are not met in a timely fashion, or if technical difficulties take
longer than anticipated to overcome, the anticipated product introductions will
be delayed, or in some cases may be terminated. Therefore we cannot assure you
that products will be introduced in a timely fashion.
Future products may utilize different technologies and require
knowledge of markets in which we do not presently participate. Significant
delays in the introduction of, or our failure to introduce, new products or
improved products would have an adverse effect on our operating results.
NO ASSURANCE OF CONTINUED GROWTH
There can be no assurance that we will achieve future growth in net
sales and net income or that we will be able to maintain present levels of net
sales and net income. Our current business strategy emphasizes the sale of a
controlled number of products, while representing a more diverse range of
products than in the past. Our products include sports, heritage, action and
casino-theme games, the Girl Tech line and original design manufacturing, or
ODM. In any period, our financial results are likely to vary with the success or
lack of success of newly introduced products, which are inherently uncertain. We
cannot simply rely on continuing sales of existing products.
DEPENDENCE ON MAJOR CUSTOMERS
Historically, a significant portion of our sales has been concentrated
in a few large retail customers. These customer concentrations are disclosed in
the notes to our consolidated financial statements that are incorporated by
reference in this prospectus. Most of our retail customers operate on a
purchase-order basis and we do not have long-term contracts with our retail
customers. While we believe we have good relationships with our major retail
customers, the loss of one or more of these customers would have an adverse
effect on our operating results.
DEPENDENCE ON SUPPLIERS AND SUBCONTRACTORS
We are dependent on suppliers for the components and parts that we
assemble to produce our products. We generally purchase the specific liquid
crystal displays, or LCDs, and semiconductor chips for any particular product
model from a single supplier. While we believe that there are alternative
sources for all of our supplies, an interruption of the supply of LCDs,
semiconductor chips or other supplies from a supplier could result in
significant production delays.
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CONCENTRATED MANUFACTURING FACILITIES
A disruption of operations at our factory due to fire, labor dispute,
dispute with the local government or otherwise, would have an adverse effect on
our operating results. If a disruption occurs, we believe that we could
partially mitigate its effect by increasing the use of subcontractors to
assemble our products, but there can be no assurance that we would be able to do
so. Any disruption would likely result in production delays, increased costs and
difficulties in maintaining quality control.
NO ASSURANCE OF SUCCESS IN NEW BUSINESS
In order to sustain growth, we intend to expand into related
businesses, including original design manufacturing of products for third
parties. To date these efforts have only been successful in the case of our
manufacturing for the Hasbro Games Group. While several of our executives have
experience in manufacturing other products in the United States, we cannot
assure you that we will be able to perform additional original design
manufacturing in China successfully.
RISKS OF INTERNATIONAL BUSINESS
In the past, most of our sales have been in the United States. In the
future, we intend to enter additional markets and to expand our sales and other
operations outside the United States. International operations are subject to
inherent risks, including:
o recessions in economies outside the United States,
o limited protection of intellectual property rights in some
countries,
o political instability,
o unexpected changes in regulatory requirements and tariffs,
o difficulties in staffing and managing foreign operations,
o the possibility of subsidization of our competitors and the
nationalization of business,
o longer payment cycles,
o greater difficulty in accounts receivable collection, and
o potentially adverse tax consequences.
To the extent our products are priced and paid for in foreign
currencies, gains and losses on the conversion into U.S. dollars of receivables
and payables arising from international operations could in the future
contribute to fluctuations in our results of operations. Additionally,
fluctuations in exchange rates could affect demand for our products.
DEPENDENCE ON KEY PERSONNEL
We depend upon the expertise and services of our senior management
personnel. The loss of the services of senior executives would have an adverse
effect on our business.
SEASONALITY
We experience a seasonal pattern in our operating results and working
capital requirements. We typically generate more of our sales in the period
leading up to traditional gift season. We expect this
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seasonal pattern to continue but to become less pronounced as retailers
increasingly sell our products year round and original design manufacturing
orders increase. Our operating results may also fluctuate during the year due to
other factors such as the timing of the introduction of new products. The market
price of our common stock has been and may be subject to significant
fluctuations in response to variations in quarterly operating results and other
factors.
COMPETITION
The gifts and games business is highly competitive. We currently face
direct competition from a number of other producers of handheld electronic
games, the barriers for new producers to enter these markets are relatively low
and we expect that we will face increased competition in the future. Some
competitors offer products at lower prices, are better established in the toy
and games industry and are larger than we are. In addition, with respect to
original design manufacturing, we compete with a number of substantially larger
and more experienced manufacturers. As we enter other markets and businesses, we
expect to face new competition.
INTELLECTUAL PROPERTY RISKS
From time to time, other companies and individuals may assert exclusive
patent, copyright, trademark and other intellectual property rights to
technologies or marks that are important to the electronic handheld and
mechanical games industry generally or to our business specifically. We will
evaluate each claim relating to our products and, if appropriate, will seek a
license to use the protected technology. There can be no assurance that we will
be able to obtain licenses to intellectual property of third parties on
commercially reasonable terms, if at all. In addition, we could be at a
disadvantage if our competitors obtain licenses for protected technologies on
more favorable terms than we do. If we or our suppliers are unable to license
protected technology used in our products, we could be prohibited from marketing
those products or may have to market products without desirable features. We
could also incur substantial costs to redesign our products or to defend any
legal action taken against us. If our products should be found to infringe
protected technology, we could be enjoined from further infringement and
required to pay damages to the infringed party. Any of the foregoing could have
an adverse effect on our results of operations and financial condition.
CHANGING CONSUMER PREFERENCES
The toy market is characterized by changing consumer preferences and
frequent new product introductions which reduce the length of product life
cycles. We cannot assure you that any of our current products or product lines
will be popular with consumers for any period of time. Furthermore, sales of our
existing products are expected to decline over time and may decline at rates
faster than we expect. To succeed, we must continually enhance existing product
lines and develop new products and product lines. Historically, a significant
portion of our sales each year was derived from new products. Failure of our
existing and new products and product lines to achieve and sustain market
acceptance and to produce acceptable margins would have an adverse effect on our
results of operations and financial condition.
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INCREASED TAXATION
We cannot predict whether our tax rates will remain as low as they have
been in the past as tax regulations and their application or interpretation in
the various jurisdictions where we operate are always subject to change. We
anticipate that taxes paid in China will increase after December 31, 1998.
PRODUCT "KNOCK OFFS"
Occasionally in the toy industry successful products are "knocked off"
or copied. While we strive to protect our intellectual property, there can be no
guarantee that knock offs will not have a significant negative effect on our
business.
BAD DEBTS AND RETURNS
We do credit checks on our customers, but we do not ordinarily require
our customers to provide security for their obligations. It is always possible
that a customer will default on a payment owed to us. A default could have a
significant negative effect on our operating results. It is industry practice
for retailers to hold back payments on slow moving stock or to request markdowns
or returns on such stock. It is our policy to only take back defective product.
While we can enforce this policy under normal industry conditions, we may not be
able to enforce this policy in all cases. We were unable to do so in the
downturn of the casino games market. Therefore, returns could negatively affect
our operating results.
CONTROL BY EXISTING SHAREHOLDERS
The Company's largest shareholders including Mr. Robert E. Davids, the
selling shareholder in this prospectus, and a group that consists of Dito Devcar
Corporation and certain related persons, and management and other large
shareholders, own beneficially in the aggregate a majority of our outstanding
common stock. Assuming that they were in agreement, these persons would have the
power to elect our directors and to approve or disapprove all other matters
requiring shareholder approval regardless of the vote of any other shareholders.
DIFFICULTIES IN ENFORCING CIVIL LIABILITIES
We are a Bermuda holding company, and most of our assets are located
outside the United States. In addition, many of our directors, officers and the
experts named herein are resident outside the United States (principally in Hong
Kong), and all or a substantial portion of their assets are or may be located
outside the United States. As a result, it may not be possible for investors to
effect service of process within the United States upon them, or to enforce
against them or us judgments obtained in the United States courts predicated
upon the civil liability provisions of the United States securities laws. Among
other things, we understand that there is doubt about the enforceability in
Bermuda and Hong Kong, in original actions or in actions for enforcement of
judgments of United States courts, of civil liabilities predicated solely upon
the United States securities laws.
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<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
At April 30, 1999, we had 18,236,194 shares of common stock
outstanding. We estimate that approximately half of these shares were previously
sold in registered offerings or in transactions under Rule 144, and therefore
are tradable without restriction, other than any shares purchased by our
"affiliates". The remaining shares owned by existing shareholders are restricted
securities under the Securities Act of 1933, and may be sold only pursuant to a
registration, including this one, or an applicable exemption, including Rule
144. Most of these restricted shares are currently eligible for sale pursuant to
Rule 144, subject to the limitations of that rule. Market sales of shares by
existing shareholders or the availability of shares for future sale may depress
the market price of our common stock.
YEAR 2000 COMPLIANCE RISKS
The Year 2000 compliance issue arises from the fact that a significant
percentage of the software utilized by businesses relies on two-digit date codes
to perform computations and decision-making functions. Commencing on January 1,
2000, these computer programs may fail from an inability to interpret date codes
properly, misinterpreting "00" as the year 1900 rather than 2000. We have
completed an evaluation of both our information technology systems and our
non-technology systems, such as equipment containing microprocessors. We believe
that all information technology and non-technology systems in our corporate head
office in Hong Kong and in our subsidiary offices have been modified to address
the Year 2000 issue. These major systems include the BPCS manufacturing software
in Hong Kong and China, and the Solomon software used to run the U.S.
distribution operation in Radica USA. To assist with this process we have
contracted with Commercial Software Services Ltd in Hong Kong to assist in
upgrading and testing of systems. We do not believe that the costs associated
with implementing our Year 2000 compliance plan for our corporate offices are
material to our financial condition or operations. We estimate these total costs
at approximately $200,000, of which approximately $65,000 had been expended by
the end of our 1998 fiscal year.
We are in the process of compiling information concerning the Year 2000
compliance of our key suppliers and customers through the process of issuing
questionnaires and monitoring responses. In the event that any of our key
suppliers or customers do not successfully and timely achieve Year 2000
compliance, our business or operations could be adversely affected. Our Year
2000 compliance plan includes encouraging and/or requiring Year 2000 compliance
by all key suppliers.
While we seek to ensure that we have no business interruptions as a
result of the Year 2000 computer problem, it is possible that we will suffer
some disruption either as a result of our own systems or those of our suppliers
or customers.
FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
include, but are not limited to, statements about our industry, plans,
objectives, expectations, intentions and assumptions and other statements that
are not historical facts. The words "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate" and similar expressions are generally intended to
identify forward-looking statements. Because these
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forward-looking statements involve risks and uncertainties, including those
described in this "Risk Factors" section, actual results may differ materially
from those expressed or implied by these forward-looking statements. We do not
intend to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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<PAGE>
OUR COMPANY
Radica, incorporated in December 1993, is a Bermuda company
headquartered in Hong Kong. We conduct business primarily through our operating
subsidiaries. We design, develop, manufacture and distribute of a variety of
electronic handheld and mechanical games.
We are a leading seller of handheld electronic games in the United
States and several other worldwide markets. We began our business with casino
handheld and table top game products and then diversified to other handheld
electronic game categories including sports, heritage and action games. In 1998
our largest category in sales was fishing games.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered by the selling stockholder.
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DESCRIPTION OF CAPITAL STOCK
Our authorized share capital consists of 100,000,000 shares of common
stock, par value $0.01 per share. As of April 30, 1999, 18,236,194 shares of
common stock were outstanding. The following statements are summaries of certain
provisions of our Memorandum of Association, Bye-laws and the Companies Act 1981
of Bermuda.
GENERAL
Certificates representing the common stock are issued in registered
form. Shareholders who are non-residents of Bermuda for exchange control
purposes may freely hold and vote their shares. The common stock is not entitled
to any sinking fund or redemption rights. Shareholders do not have any
pre-emptive rights.
VOTING RIGHTS
Each share of common stock is entitled to one vote on all matters upon
which the common stock is entitled to vote. Voting at any meeting of
shareholders is by show of hands unless a poll is demanded. A poll may be
demanded by the chairman of the meeting, by at least three shareholders who are
present in person or by proxy, or by shareholders who are present in person or
by proxy and who hold an aggregate amount of shares (a) which represent at least
10% of the voting rights of all shares of common stock entitled to vote at the
meeting or (b) as to which the total consideration paid for such shares is equal
to at least 10% of the total sum paid for all shares of common stock entitled to
vote at the meeting.
A quorum required for a meeting of shareholders consists of at least
two shareholders present in person or by proxy. Shareholders meetings are
convened upon advance notice of at least five days.
Any action to be taken by the shareholders requires the affirmative
vote of a majority of the votes attaching to the shares of common stock at a
meeting of shareholders, other than certain matters requiring a special
resolution as provided in our Bye-laws. The shareholders do not have cumulative
voting rights. Shareholders have the power to elect directors, appoint auditors
and make changes in the amount of our authorized share capital. Any change in
the rights relating to the common stock requires the adoption of a resolution at
a meeting by the holders of a majority of the shares of common stock or, if by
written consent, by the holders of at least 75% of the shares of common stock.
DIVIDENDS
The holders of shares of common stock are entitled to receive on a pro
rata basis such dividends and distributions as may be declared by our board of
directors. Dividends may be paid out of the profits and distributions out of
contributed surplus, unless there are reasonable grounds for believing that (i)
we are, or after the payment would be, unable to pay our liabilities as they
become due; or (ii) the realisable value of our assets would thereby be less
than the aggregate of our liabilities and our issued share capital and share
premium accounts.
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WINDING UP
If we are wound up, the liquidator may, with the approval of the
shareholders, divide among the shareholders in cash or in kind the whole or any
part of our assets. The liquidator may vest our assets in trustees upon such
trusts for the benefit of the shareholders as the liquidator, with the approval
of the shareholders, thinks fit. No shareholder shall be compelled to accept any
shares or other securities which would subject the shareholder to liability.
MISCELLANEOUS
Share certificates registered in the names of two or more persons are
deliverable to any one of them named in the share register, and if two or more
persons tender a vote, the vote of the person whose name first appears in the
share register will be accepted to the exclusion of any other. Dividends which
are declared will be paid on a pro rata basis and notices given, in the case of
joint holders, to each of the joint holders named in the share register.
The transfer agent and registrar for our common stock is U.S. Stock
Transfer Corporation.
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SELLING SHAREHOLDER
Mr. Robert E. Davids, a director and long-time officer, and one of our
principal shareholders, is the selling shareholder in this offering. Pursuant to
a Shareholders Agreement, dated as of January 12, 1994, as amended, Mr. Davids
(and one other shareholder) have certain registration rights and this prospectus
has been prepared and filed in accordance with that agreement.
This table provides information about Mr. Davids and the shares that
may be offered by him, as of April 30, 1999.
<TABLE>
<CAPTION>
BENEFICIAL BENEFICIAL
OWNERSHIP OWNERSHIP AFTER
PRIOR TO OFFERING OFFERING
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NUMBER NUMBER
NAME AND ADDRESS OF OF OF SHARES NUMBER
BENEFICIAL OWNER SHARES PERCENT TO BE SOLD* OF SHARES PERCENT
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<S> <C> <C> <C> <C> <C>
Robert E. Davids 2,865,800 15.7% 2,815,800 50,000 .3%
Suite R, 6th Floor
2-12 Au Pui Wan Street
Fo Tan, Hong Kong
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<FN>
* Assuming that all of the shares that are registered are sold.
</FN>
</TABLE>
Mr. Davids is a director and the chairman of the executive committee of
Radica. The foregoing also includes shares held by Mr. Davids as trustee for a
family trust.
- 13 -
<PAGE>
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by Mr.
Davids of up to 2,815,800 shares of common stock.
Mr. Davids may sell shares of common stock from time to time directly
to purchasers. Alternatively, he may from time to time offer the shares of
common stock to or through dealers or agents, and they may receive compensation
in the form of commissions or discounts from Mr. Davids or commissions from the
purchasers for whom they may act as an agent. Mr. Davids and any dealers or
agents that participate in the distribution may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, and any profits and
commissions or discounts received by them may be considered to be underwriting
compensation under the Securities Act. Mr. Davids may also dispose of the shares
by writing options on the shares or by settling short sales of the shares.
Mr. Davids may distribute the shares from time to time in one or more
underwritten transactions at a fixed price, at market prices prevailing at the
time of sale or at negotiated prices. An underwritten offering may be on a "best
efforts" or a "firm commitment" basis. In connection with an underwritten
offering, underwriters or agents may receive compensation in the form of
discounts, concessions or commissions from Mr. Davids or commissions from the
purchasers. Underwriters may sell shares of common stock to or through dealers,
and dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the purchasers.
At the time a particular offer of shares of common stock is made, a
prospectus supplement, if required, will be distributed that will set forth the
names of any underwriters, dealers or agents, any commissions or discounts, and
any other required information. The shares of common stock may be sold from time
to time at varying prices determined at the time of sale.
Mr. Davids may also sell the shares of common stock pursuant to Rule
144 under the Securities Act.
In some states the shares of common stock may be sold only through
registered or licensed brokers or dealers.
Mr. Davids will pay the expenses incident to the registration, offering
and sale of the shares, which are estimated at approximately $40,000. We have
agreed to indemnify Mr. Davids and any underwriters and their controlling
persons against liabilities under the Securities Act.
- 14 -
<PAGE>
VALIDITY OF COMMON STOCK
The validity of the common stock offered by this prospectus has been
passed upon by Conyers Dill & Pearman, our Bermuda counsel.
EXPERTS
Our audited consolidated financial statements included in our Annual
Report on Form 20-F for the fiscal year ended October 31, 1998, which are
incorporated by reference in this prospectus, have been examined by Deloitte
Touche Tohmatsu, Hong Kong, independent auditors, and have been incorporated by
reference in reliance on the report of that firm, given on their authority as
experts in auditing and accounting.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission a
registration statement on Form F-3. This prospectus is a part of the
registration statement and does not contain all of the information in the
registration statement. Wherever a reference is made in this prospectus to a
contract or other document, please be aware that such reference is not
necessarily complete and that you should refer to the exhibits that are a part
of the registration statement for a copy of the contract or other document. You
may review a copy of the registration statement at the SEC's public reference
room in Washington, D.C., as well as through the SEC's internet site.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, and we file reports and other information with the SEC.
All documents filed by us may be accessed electronically without fees by means
of the SEC's web site on the internet at http://www.sec.gov. You may also read
and copy these documents at the public reference facilities of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Our filings with the SEC
are also available to the public at prescribed rates by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges. In addition, similar information can be
inspected and copied at the offices of the National Association of Securities
Dealers, inc., 1735 K Street, Washington, D.C. 20006.
- 15 -
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information incorporated by reference is
considered part of this prospectus, and any information filed by us with the SEC
after the date of this prospectus will automatically update and supersede this
information. We incorporate by reference the following documents filed with the
SEC:
o Our annual report on Form 20-F for the year ended October 31, 1998.
o Our transition report on Form 20-F for the two months ended
December 31, 1998.
o Our report on Form 6-K for the month of March 1999.
We also incorporate by reference documents filed with or furnished to
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this prospectus and prior to the termination of the
offering. These include:
o All subsequent annual reports filed on Form 20-F, Form 40-F or Form
10-K, and all subsequent filings on Forms 10-Q and 8-K filed by us
pursuant to the Exchange Act.
o All subsequent reports on Form 6-K furnished by us pursuant to the
Exchange Act that contain financial statements, and all of other
subsequent reports on Form 6-K unless we state in the report that
it is not being incorporated by reference into this prospectus.
We will provide without charge to each person to whom a prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference other than exhibits to those documents. Requests
should be addressed to: David C.W. Howell, President Asia Operations, Chief
Financial Officer and Chief Accounting Officer, Radica Games Limited, Suite R,
6/Fl., 2-12 Au Pui Wan St., Fo Tan, Hong Kong (telephone: (852) 2693 2238).
WE HAVE NOT AUTHORIZED ANYBODY TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING, EXCEPT FOR THE CONTENTS OF
THIS PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT. YOU SHOULD NOT RELY ON
ANY OTHER INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES OF COMMON STOCK OFFERED BY THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE ANY OFFER OR SOLICITATION RESPECTING THOSE SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THAT OFFER OR
SOLICITATION. THIS PROSPECTUS, ANY PROSPECTUS SUPPLEMENT AND ANY DOCUMENTS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, SPEAK AS OF THEIR RESPECTIVE
DATES. THERE MAY BE CHANGES AFFECTING OUR BUSINESS AND OUR COMPANY AFTER THE
DATES OF THOSE DOCUMENTS.
- 16 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting compensation, are:
Filing fee for registration statement......................... $ 7,853
Legal fees and expenses....................................... 20,000
Accounting fees and expenses.................................. 10,000
Miscellaneous................................................. 2,147
---------
Total.................................................... $ 40,000
=========
The selling shareholder will pay the above expenses of this offering.
Item 15. Indemnification of Directors and Officers.
Section 98 of the Companies Act 1981 of Bermuda (the "Act") provides
generally that a Bermuda company may indemnify its directors, officers and
auditors against any liability which by virtue of Bermuda law otherwise would be
imposed on them, except in cases where such liability arises from the willful
negligence, willful default, fraud or dishonesty of which such officer, director
or auditor may be guilty in relation to the company. Section 98 further provides
that a Bermuda company may indemnify its directors, officers and auditors
against any liability incurred by them in defending any proceedings, whether
civil or criminal, in which judgment is awarded in their favor or in which they
are acquitted or when they are granted relief by the Supreme Court of Bermuda in
certain proceedings arising under Section 281 of the Act.
We have adopted provisions in our Bye-laws which provide that we shall
indemnify our officers and directors to the maximum extent permitted under the
Act. We have also entered or will enter into indemnification agreements with
each of our directors and officers to provide them with the maximum
indemnification allowed under our Bye-laws and the Act.
The Shareholders Agreement referred to in the prospectus provides that
in connection with the exercise of registration rights the selling shareholders
and the underwriters, if any, will indemnify our directors and officers against
certain civil liabilities, including liabilities under the Securities Act.
Item 16. Exhibits.
4.1 Memorandum of Association*
4.2 Bye-laws*
II-1
<PAGE>
4.3 Certificate of Incorporation on Change of Name*
4.4 Specimen Share Certificate*
5 Opinion of Conyers Dill & Pearman
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5)
24 Power of Attorney (included on page II-4 )
- --------------------
* Incorporated by reference to Registration Statement on Form F-1, File
No. 33-75794, filed by the Registrant.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the
II-2
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering of the
securities registered hereby. Financial Statements and information otherwise
required by Section 10(a)(3) of the Securities Act of 1933 need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such
financial statements and information are contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described under
Item 15 above, or otherwise, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<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 F-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, on this 18th day of May, 1999.
RADICA GAMES LIMITED
By: /s/ David C. Howell
---------------------------
David C.W. Howell
President Asia Operations, 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, 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 "Securities Act"), and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration under the Securities 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, any related Rule 462(b) 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 such Registration
Statements and to any and all instruments and documents filed as part of or in
connection with such Registration Statements 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 May 18, 1999 by the following persons
in the capacities indicated.
Name Title
- ---- -----
/s/ Patrick Feely
- ----------------------
Patrick Feely Chief Executive Officer and Director
/s/ Robert E. Davids
- ----------------------
Robert E. Davids Chairman of the Executive Committee and Director
II-4
<PAGE>
/s/ Jon N. Bengtson
- ------------------------
Jon N. Bengtson Chairman of the Board and Director
/s/ David C.W. Howell
- ------------------------
David C.W. Howell President Asia Operations, Chief Financial Officer,
Chief Accounting Officer and Director
/s/ Lam Siu Wing
- ------------------------
Lam Siu Wing Executive Vice President, Engineering and Director
/s/ James O'Toole
- ------------------------
James O'Toole Director
/s/ Millens W. Taft, Jr.
- ------------------------
Millens W. Taft, Jr. Director
/s/ Peter Thigpen
- ------------------------
Peter Thigpen Director
/s/ Henry Hai-Lin Hu
- ------------------------
Henry Hai-Lin Hu Director
/s/ Jon N. Bengtson
- ------------------------
Radica Enterprises, Ltd. Duly authorized representative in the United States
By: Jon N. Bengtson
Assistant Secretary
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Memorandum of Association*
4.2 Bye-laws*
4.3 Certificate of Incorporation on Change of Name*
4.4 Specimen Share Certificate*
5 Opinion of Conyers Dill & Pearman
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5)
24 Power of Attorney (included on page II-4 )
- ------------------
* Incorporated by reference to Registration Statement on Form F-1, File
No. 33-75794, filed by the Registrant.
Exhibit 5
Conyers Dill & Pearman
Bermuda Barristers & Attorneys
3408 Two Exchange Square, 8 Connaught Place
Central, Hong Kong
Telephone: (852) 2524 7106 Facsimile: (852) 2845 9268 E-mail: [email protected]
14 May, 1999
Radica Games Limited
Suite R, 6th Floor
2-12 Au Pui Wan Street
Fo Tan
Hong Kong
Dear Sirs
RADICA GAMES LIMITED (THE "COMPANY")
We have acted as special Bermuda legal counsel to the Company in
connection with the offering for sale by Mr. Robert E. Davids, the selling
shareholder named in the prospectus contained in the registration statement on
Form F-3 of the Company (the "Registration Statement") of 2,815,800 existing
ordinary shares in the Company (the "Sale Shares"), par value US$0.01 per Sale
Share as described in the Registration Statement to be 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
copies/facsimile copies of the following documents:
(i) the final draft of the Registration Statement provided to us by
the Company and the prospectus contained therein;
(ii) minutes of a meeting of the provisional directors of the Company
held on 21 December, 1993 resolving, inter alia, the issue and
allotment of 18,752 ordinary shares of US$1.00 each;
(iii) unanimous written resolutions of the directors of the Company
executed as of 22 February, 1994;
<PAGE>
Radica Games Limited
14 May, 1999
Page 2
(iv) minutes of a meeting of the directors of the Company held on
28 March, 1994 resolving the transfer of 100 shares of US$1.00
each from Mr. Robert Eugene Davids to Mr. Ronald M. Karls as
trustee of The Davids Melange Trust;
(v) resolutions adopted at a meeting of the board of directors of the
Company held on 17 April, 1994 resolving, inter alia, the issue
and allotment of 1,245,000 new shares of ordinary stock of the
Company pursuant to a recapitalisation of the Company which
included: (i) the increase in the authorised capital of the
Company to 100,000,000 shares of common stock; (ii) the change in
the par value of common stock to US$0.01 per share; and (iii) a
9-for-1 stock dividend and a 100-for-1 stock split so that each
outstanding share of common stock, par value US$1.00 per share,
became 1,000 shares of common stock, par value US$0.01 per share;
(vi) resolutions of all the members of the Company effective as of
6 May, 1994 resolving, inter alia, an increase in the authorized
share capital of the Company from US$20,000 to US$1,000,000 by
the creation of an additional 98,000,000 new shares (the
"Shares") of a par value of US$0.01 each and the capitalisation
of US$179,973 standing to the credit of the contributed surplus
account of the Company by the issue of 17,997,300 Shares to the
members of the Company pro rata;
(vii) resolutions in writing of all the directors of the Company
effective as of 6 May, 1994 concerning, inter alia, the
reorganisation of the share capital of the Company referred to
in (vi) above;
(viii) resolutions of the board of directors of the Company faxed to
us on 5 May, 1994 pertaining to the appointment of U.S. Stock
Transfer Corporation as Transfer Agent, Registrar and Dividend
Disbursing Agent of the Company;
(ix) resolutions in writing of all the directors of the Company
effective 17 December, 1995 resolving a share repurchase plan;
(x) an affirmation pursuant to section 42A of the Companies Act
1981 of Bermuda (the "Companies Act") dated 9 April, 1996
signed by two directors of the Company concerning the purchase
of 2,100,000 Shares by the Company;
(xi) resolutions in writing of all the directors of the Company
effective 22 December, 1997 resolving a share repurchase plan;
(xii) an affirmation pursuant to section 42A of the Companies Act
dated 23 January, 1998 signed by two directors of the Company
concerning the purchase of 33,000 Shares by the Company;
<PAGE>
Radica Games Limited
14 May, 1999
Page 3
(xiii) an affirmation pursuant to section 42A of the Companies Act
dated 6 April, 1998 signed by two directors of the Company
concerning the purchase of 827,400 Shares by the Company;
(xiv) an affirmation pursuant to section 42A of the Companies Act
dated 8 July, 1998 signed by two directors of the Company
concerning the purchase of 96,300 Shares by the Company;
(xv) an affirmation pursuant to section 42A of the Companies Act
dated 7 October, 1998 signed by two directors of the Company
concerning the purchase of 1,147,100 Shares by the Company;
(xvi) an affirmation pursuant to section 42A of the Companies Act
dated 20 January, 1999 signed by two directors of the Company
concerning the purchase of 506,600 Shares by the Company;
(xvii) an affirmation pursuant to section 42A of the Companies Act
dated 22 April, 1999 signed by two directors of the Company
concerning the purchase of 334,800 Shares by the Company;
(xviii) the register of members of the Company as of 30 April, 1999
provided to us by US Stock Transfer Corporation; and
(xix) copies of share certificates issued by the Company (the "Share
Certificates") representing the Sale Shares.
We have also reviewed the memorandum of association and bye-laws of the
Company and such other 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 (i) that the resolutions referred to herein are full
and accurate records of resolutions duly passed by the directors, or as the case
may be, members of the Company in accordance with the bye-laws of the Company
and that such resolutions have not been amended or rescinded and remain in full
force and effect; (ii) that 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) that the Registration Statement, when
filed, will be in substantially the same form as that examined by us for
purposes of this opinion; (iv) the genuineness and authenticity and the
conformity to the originals of all copies of documents submitted to us,
including the Share Certificates.
<PAGE>
Radica Games Limited
14 May, 1999
Page 4
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 Sale Shares were duly authorised for issue by the Company at the time
they were issued and have been validly issued and, as far as the Company is
concerned, are fully paid and non-assessable (meaning no further sums are
payable to the Company with respect to the Sale Shares).
We express no opinion on the title in relation to the Sale Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Common Shares" in 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 US Securities Act of 1933, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Radica Games Limited on Form F-3 of the report of Deloitte Touche Tohmatsu dated
December 15, 1998, appearing in the Annual Report on Form 20-F of Radica Games
Limited for the year ended October 31, 1998, and to the reference to Deloitte
Touche Tohmatsu under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ DELOITTE TOUCHE TOHMATSU
Hong Kong
May 19, 1999
