FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2006
Commission File Number: 0-23696
RADICA GAMES LIMITED
(Translation of registrant's name into English)
Suite V, 6/F., 2-12 Au Pui Wan Street, Fo Tan, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or 40-F
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________
Contents:
1. Press Release dated September 29, 2006 regarding obtaining
shareholder approval at the special general meeting of
shareholders related to the Agreement and Plan of
Amalgamation, dated July 25, 2006, among Mattel Foreign
Holdings, Ltd, Mattel Enterprises, Ltd, Radica Games Limited
and, solely with respect to Section 6.13, Mattel, Inc.
This Report on Form 6-K shall be deemed to be incorporated by reference
into the Registrant's Registration Statements on Form S-8 (No. 33-86960, No.
333-7000, No. 333-59737, 333-61260 and 333-122248) and on Form F-3 (No. 333-7526
and No. 333-79005).
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RADICA GAMES LIMITED
Date: September 29, 2006 /s/ Patrick S. Feely
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Patrick S. Feely
Chief Executive Officer
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[MATTEL LOGO] [RADICA GAMES LOGO]
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For Immediate Release CONTACTS: NEWS MEDIA SECURITIES ANALYSTS
Lisa Marie Bongiovanni, Mattel Mike Salop, Mattel
310-252-3524 310-252-2703
Patrick S. Feely David C.W. Howell
Chief Executive Officer, Radica Chief Financial Officer, Radica
626-744-1150 (Hong Kong)
852-2688-4201
RADICA SHAREHOLDERS APPROVE ACQUISITION BY MATTEL
EL SEGUNDO, Calif., September 29, 2006 -- Mattel, Inc. (NYSE:MAT) and Radica
Games Limited (NASDAQ:RADA) today announce that Radica's shareholders have
approved the amalgamation between Radica and a subsidiary of Mattel.
Approximately 99% of the votes cast at today's special general meeting of Radica
shareholders approved the amalgamation. The affirmative vote of the holders of
three-fourths of the Radica common stock voting at the special general meeting
was necessary to approve the amalgamation. Today's approval of the amalgamation
by Radica's shareholders satisfies one of the remaining conditions to the
closing of the amalgamation. Mattel announced on August 31, 2006 that, with
respect to Mattel's proposed acquisition of Radica, the Federal Trade Commission
granted early termination of the waiting period imposed by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and that the German Federal
Cartel Office terminated the waiting period pursuant to the German Act Against
Restraints of Competition. The closing of the transaction is subject to
additional customary closing conditions, but Mattel and Radica anticipate
closing the transaction on October 3, 2006. Upon the closing of the transaction,
each outstanding share of Radica's common stock will be converted into the right
to receive $11.55 in cash. The proposed acquisition was first announced on July
26, 2006, and is described in more detail in the proxy statement furnished by
Radica to the Securities and Exchange Commission on Form 6-K on August 24, 2006.
ABOUT RADICA
Radica is a Bermuda company headquartered in Hong Kong. Radica had revenues in
2005 of approximately $163 million and maintains a Dallas-based design and
marketing office, as well as a state-of-the-art manufacturing facility in China.
Radica markets its products through subsidiaries in the United States, the
United Kingdom, Canada and Hong Kong. Radica employs over 6,000 people worldwide
in its group of companies. Internationally Radica sells products in
approximately 30 countries.
ABOUT MATTEL
Mattel, Inc., (NYSE: MAT, www.mattel.com) is the worldwide leader in the design,
manufacture and marketing of toys and family products, including Barbie(R), the
most popular fashion doll ever introduced. The Mattel family is comprised of
such best-selling brands as Hot Wheels(R), Matchbox(R), American Girl(R) and
Tyco(R) R/C, as well as Fisher-Price(R) brands (www.fisher-price.com), including
Little People(R), Rescue Heroes(R), Power Wheels(R) and a wide array of
entertainment-inspired toy lines. With worldwide headquarters in El Segundo,
Calif., Mattel employs more than 25,000 people in 42 countries and sells
products in more than 150 nations
RADICA SHAREHOLDERS APPROVE ACQUISITION BY MATTEL/PAGE 2
throughout the world. Mattel's vision is to be the world's premier toy brands --
today and tomorrow.
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Note: Forward-looking statements with respect to the completion of the
transaction and the financial condition, results of operations and business of
the companies are subject to certain risks and uncertainties that could cause
actual results to differ materially from those set forth in such statements.
These include, without limitation: uncertainty as to whether and in what
timeframe the transaction will be completed, the failure of either party to meet
the closing conditions set forth in the definitive agreement; the ability to
retain key personnel both before and after the transaction closes; ongoing
relations between Radica and its suppliers, customers and other parties; costs
and other issues with respect to integrating Radica, its products and its
employees into Mattel and achieving expected synergies; dependence on the timely
development, manufacture, introduction and customer acceptance of new products;
the seasonality of the toy business; customer concentration and pricing;
significant changes in buying and payment patterns of major customers, including
as a result of bankruptcy and store closures; adverse changes in general
economic conditions in the U.S. and internationally, including adverse changes
in the retail environment, employment and the stock market; order predictability
and supply chain management; the impact of competition, including from private
label toys, on revenues and margins; the supply and cost of raw materials
(including oil and resin prices), components, employee benefits and various
services; the effect of currency exchange rate fluctuations on reportable
income; risks associated with acquisitions and mergers; the possibility of
product recalls and related costs; risks associated with foreign operations;
negative results of litigation, governmental proceedings or environmental
matters; changes in law and regulations; possible work stoppages, slowdowns or
strikes; possible outbreaks of SARS, bird flu or other diseases; political
developments and the threat or occurrence of war or terrorist acts; the
possibility of catastrophic events; the inherent risk of Mattel and Radica new
initiatives; and other risks and uncertainties as may be detailed from time to
time in public announcements and SEC filings. This release contains
forward-looking statements within the meaning of federal securities laws.
Readers are cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in their
entirety to the cautionary statements contained in this press release. Neither
Mattel nor Radica updates forward-looking statements and expressly disclaims any
obligation to do so.