As filed with the Securities and Exchange Commission on January 24, 2005.
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 (IRS Employer
Incorporation or Organization) Identification Number)
SUITE V, 6TH FLOOR
2-12 AU PUI WAN STREET
FO TAN, HONG KONG
(Address, including zip code, of registrant's principal executive offices)
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RADICA GAMES LIMITED 2004 OMNIBUS EQUITY INCENTIVE PLAN
(Full Title of Plan)
Radica Enterprises, Ltd.
180 S. Lake Street, Suite 440
Pasadena, CA 91101
(626) 744-1150
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Frank H. Golay, Jr., Esq.
Sullivan & Cromwell, LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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Common Stock, $.01 par value............... 500,000 $8.33 $4,165,000 $491
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(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE IN
ACCORDANCE WITH RULE 457(H) AND 457(C) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, 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 JANUARY 19, 2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed with the Securities and
Exchange Commission by the Company and are incorporated herein by reference to
the extent not superseded by reports or other information subsequently filed:
(1) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2003;
(2) The Company's reports on Form 6-K for the months of June, September
and December, 2004;
(3) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed by the Company pursuant to
Section 12(g) of the Securities Exchange Act, and any amendment or reports filed
that update the description.
Please note that all other documents and reports filed by the Company
under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934, as amended, following the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remain unsold of this
offering will be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents with the Securities and
Exchange Commission.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any subsequently filed document which also is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement shall not be deemed to constitute a part of this registration
statement except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's common stock to be offered under this Registration
Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 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
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when they are granted relief by the Supreme Court of Bermuda in certain
proceedings arising under Section 281 of the Act.
The Company has adopted provisions in its Bye-laws which provide that
it shall indemnify its officers and directors except in cases of willful
negligence, willful default, fraud or dishonesty. It has also entered or will
enter into indemnification agreements with each of its directors and officers to
provide them with the maximum indemnification allowed under the Bye-laws of the
Company and the Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
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4.1 Memorandum of Association of the Company. (1)
4.2 Bye-Laws of the Company. (2)
4.3 Certificate of Incorporation on Change of Name of the
Company. (3)
4.4 Radica Games Limited 2004 Omnibus Equity Incentive Plan. (4)
5.1 Opinion of Conyers Dill & Pearman as to the validity of the
Common Stock.
23.1 Consent of KPMG.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1 Power of Attorney (included at page 4).
(1) Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form F-1, File No. 33-75794, filed by the Company with the
Securities and Exchange Commission.
(2) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form F-1, File No. 33-75794, filed by the Company with the
Securities and Exchange Commission.
(3) Incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form F-1, File No. 33-75794, filed by the Company with the
Securities and Exchange Commission.
(4) Incorporated by reference to Exhibit 4.14 to the Company's Annual Report on
Form 20-F for the year ended December 31, 2003, File No. 0-23696, filed by
the Company with the Securities and Exchange Commission.
ITEM 9. UNDERTAKINGS.
(a) The 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement.
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Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
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 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.
(b) The undersigned registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(h) 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, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 January 21, 2005.
RADICA GAMES LIMITED
By /s/ David C.W. Howell
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Name: David C.W. Howell
Title: President Asia Operations,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of David C.W. Howell, Patrick S.
Feely and Jon N. Bengtson, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Jon N. Bengtson Chairman of the Board and Director January 21, 2005
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Jon N. Bengtson
/s/ Patrick S. Feely Chief Executive Officer and Director January 21, 2005
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Patrick S. Feely
/s/ David C.W. Howell President, Asia Operations, Chief Financial January 21, 2005
--------------------------- Officer, Director
David C. W. Howell
/s/ Craig D. Storey Chief Accounting Officer January 21, 2005
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Craig D. Storey
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/s/ Timothy R. Busch Director January 21, 2005
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Timothy R. Busch
/s/ Albert J. Crosson Director January 21, 2005
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Albert J. Crosson
/s/ Theodore J. Eischeid Director January 21, 2005
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Theodore J. Eischeid
/s/ James J. O'Toole Director January 21, 2005
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James J. O'Toole
/s/ Peter L. Thigpen Director January 21, 2005
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Peter L. Thigpen
/s/ Patrick S. Feely Duly authorized representative in the United January 21, 2005
--------------------------- States
Radica Enterprises, Ltd.
By: Patrick S. Feely
Director
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Memorandum of Association of the Company. (1)
4.2 Bye-Laws of the Company. (2)
4.3 Certificate of Incorporation on Change of Name of the
Company. (3)
4.4 Radica Games Limited 2004 Omnibus Equity Incentive Plan. (4)
5.1 Opinion of Conyers Dill & Pearman as to the validity of the
Common Stock.
23.1 Consent of KPMG.
23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1 Power of Attorney (included at page 4).
(1) Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form F-1, File No. 33-75794, filed by the Company with the
Securities and Exchange Commission.
(2) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form F-1, File No. 33-75794, filed by the Company with the
Securities and Exchange Commission.
(3) Incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form F-1, File No. 33-75794, filed by the Company with the
Securities and Exchange Commission.
(4) Incorporated by reference to Exhibit 4.14 to the Company's Annual Report on
Form 20-F for the year ended December 31, 2003, File No. 0-23696, filed by
the Company with the Securities and Exchange Commission.