Registration No. 333-___________
As filed with the Securities and Exchange Commission on April 8, 2004
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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MULTIMEDIA GAMES, INC.
(Exact name of registrant as specified in its charter)
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Texas 74-2611034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
206 Wild Basin Road
Building B, Fourth Floor
Austin, Texas 78746
(Address of principal executive offices, with ZIP code)
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2003 Outside Directors Stock Option Plan
2002 Stock Option Plan
(Full title of plan)
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Craig S. Nouis
Vice President and Chief Financial Officer
Multimedia Games, Inc.
206 Wild Basin Road, Building B, Fourth Floor
Austin, Texas 78746
(512) 334-7500
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered(1) registered(2) offering price per share(3) aggregate offering price(3) registration fee
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2003 Outside Directors Stock Option Plan
Common Stock 1,000,000 $22.95 $22,950,000.00 $ 2,907.77
Par Value $.01
2002 Stock Option Plan
Common Stock 453,000 $12.75 $5,775,750.00 $ 731.79
Par Value $01 947,000 $22.95 $21,733,650.00 $ 2,753.65
TOTALS 2,400,000 $50,459,400.00 $ 6,393.21
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(1) The securities to be registered include options to acquire Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options under the 2002 Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to the remaining shares
under the 2002 Stock Option Plan and all of the shares under the 2003
Outside Directors Stock Option Plan, the $22.95 price is based upon the
average of the high and low prices of our common stock on April 7, 2004, as
reported by The Nasdaq National Market.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information required by Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. Such documents are not required to be and
are not filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule 428(b),
and any additional information about the Plan and its administrators are
available without charge by contacting:
Multimedia Games, Inc.
206 Wild Basin Road,
Building B, Fourth Floor
Austin, Texas 78746
(512) 334-7500
Attn: Craig S. Nouis,
Vice President and Chief Financial Officer
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
We hereby incorporate by reference in this registration statement the
following documents:
(a) Our latest annual report on Form 10-K pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended,
containing audited financial statements for our fiscal year ended
September 30, 2003 as filed with the Commission on December 29,
2003 (File Number 000-28318).
(b) All other reports we have filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (a) above.
(c) The description of our common stock contained in our Registration
Statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description Of Securities
Not applicable.
Item 5. Interests Of Named Experts And Counsel
None.
Item 6. Indemnification Of Directors And Officers
Section 7.06 of the Texas Miscellaneous Corporation Laws authorizes a
corporation to provide in its Articles of Incorporation that a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for acts or omissions in the director's duty
as a director. While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, or for any transaction from
which the director derives an improper personal benefit, or any acts or
omissions for which the liability of a director is expressly provided under
Texas law. As permitted by the statute, we have adopted a provision in our
Articles of Incorporation which eliminates the personal liability of our
directors to the company and our stockholders for monetary damages for acts or
omissions in the director's duty as a director to the fullest extent permissible
under Texas law.
Article 2.02 of the Texas Business Corporation Act authorizes a corporation
to indemnify its directors, officers, employees, or agents in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the Securities Act. Our bylaws authorize us to indemnify any of our present or
former directors, officers, employees, or agents, or any persons serving in
similar posts in another organization at our request, against expenses,
judgments, fines, and amounts paid in settlement incurred by such person in
connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
fullest extent not prohibited by the Texas Business Corporation Act, public
policy or other applicable law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling our company
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit No. Title
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4.1(1) 2003 Outside Directors Stock Option Plan
4.2(2) 2002 Stock Option Plan
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (included in Signatures)
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(1) Incorporated herein by reference to Appendix B of our Definitive Proxy
Statement on Schedule 14A filed with the Commission on January 6, 2004.
(2) Incorporated herein by reference to Exhibit 10.13 of our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2003, filed with the
Commission on May 15, 2003.
Item 9. Undertakings
(a) 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
to;
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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. 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 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) include any additional or changed 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 (a)(1)(i) and (a)(1)(ii)
do not apply if 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 15(d) or 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
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.
(c) 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 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.
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 the City of Austin, State of Texas on the 8th day of April, 2004.
MULTIMEDIA GAMES, INC.
By: /s/ Craig S. Nouis
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Name: Craig S. Nouis
Title: Vice President and Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Craig S. Nouis and Clifton E. Lind, and each of
them singly, 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 (including his or her capacity as a
director or officer of Multimedia Games, Inc.) 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 in
and about the premises, as fully to 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 any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Clifton E. Lind
--------------------- President, Chief Executive
Clifton E. Lind Officer and Director Dated: April 8, 2004
/s/ Craig S. Nouis
--------------------- Vice President and
Craig S. Nouis Chief Financial Officer Dated: April 8, 2004
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Rob Repass
--------------------- Director Dated: April 8, 2004
Rob Repass
/s/ Thomas W. Sarnoff
--------------------- Chairman of the Board
Thomas W. Sarnoff and Director Dated: April 8, 2004
/s/ John Winkelman
--------------------- Director Dated: April 8, 2004
John Winkelman