SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Multimedia Games, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
625-453-10-5
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(CUSIP Number)
Emanuel R. Pearlman
Liberation Investment Group LLC
11766 Wilshire Blvd.,
Suite 870
Los Angeles, CA 90025
(310) 479-3434
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 19, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 2
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1 NAME OF REPORTING PERSON
Liberation Investments L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)|_| (b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,294,727
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
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WITH 10 SHARED DISPOSITIVE POWER
1,294,727
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,294,727
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 3
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1 NAME OF REPORTING PERSON
Liberation Investments Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)|_| (b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 439,022
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
439,022
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,022
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.62%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 4
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1 NAME OF REPORTING PERSON
Liberation Investment Group LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)|_| (b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,733,749
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,733,749
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,733,749
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.39%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO,IA
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 5
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1 NAME OF REPORTING PERSON
Emanuel R. Pearlman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)|_| (b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
NUMBER OF
----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,733,749
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,733,749
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,733,749
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.39%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN, HC
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 6
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INTRODUCTION
Item 1. Security and Issuer.
This statement relates to shares of common stock, $0.01 par value per share (the
"Common Stock"), of Multimedia Games, Inc., a Texas corporation (the "Company").
The Company's principal executive offices are located at 206 Wild Basin Road,
Building B, Fourth Floor, Austin, Texas 78746. The number of issued and
outstanding shares of Common Stock as of May 2, 2006, as reported in the
Company's Form 10-Q for the quarter ended March 31, 2006 is 27,143,211.
Item 2. Identity and Background.
(a) This statement on Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"): (i) Liberation
Investments, L.P., a Delaware limited partnership ("LILP"); (ii)
Liberation Investments Ltd. ("LILtd"), a private offshore investment
corporation; (iii) Liberation Investment Group LLC ("LIGLLC"), a Delaware
limited liability company and general partner of LILP and discretionary
investment adviser to LILtd; and (iv) Emanuel R. Pearlman, as Chief
Executive Officer and majority member of LIGLLC.
CFS Company Ltd. ("CFS") is a corporate director of LILtd, and the
information regarding CFS is provided solely by reason of Instruction C to
Schedule 13D. CFS is not a Reporting Person for purposes of this Schedule
13D.
LILP and LILtd are the direct beneficial owners of 1,733,749 shares of
Common Stock. LIGLLC's beneficial ownership is indirect as a result of its
control of LILP and LILtd., and Mr. Pearlman's ownership of the shares
owned by LILP and LILtd is indirect as a result of Mr. Pearlman being the
Chief Executive Officer and majority member of LIGLLC. LIGLLC and Mr.
Pearlman's indirect ownership is reported solely because Rule 13-d(1)(a)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Act"), requires any person who is "directly or indirectly" the beneficial
owner of more than five percent of any equity security of a specific class
to file a Schedule 13D within the specific time period. The answers on
blocks 2 and 3 on pages 4 and 5 above and in response to Item 5 by LIGLLC
and Mr. Pearlman with respect to the shares owned by LILP and LILtd are
given on the basis of the "indirect" beneficial ownership referred to in
such Rule, based on the direct beneficial ownership of the Common Stock by
LILP and LILtd and the relationship of LIGLLC and Mr. Pearlman to LILP and
LILtd.
The Reporting Persons are filing this joint Schedule 13D because they may
be regarded as a group. However, each Reporting Person disclaims
beneficial ownership of the shares owned by the other Reporting Persons
and disclaims membership in a group, and this filing shall not constitute
an acknowledgement that the Reporting Persons constitute a group.
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 7
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(b) The business address for LILP, LIGLLC and Mr. Pearlman is 11766 Wilshire
Blvd, Suite #870, Los Angeles, CA 90025.
The business address for LILtd is P.O. Box 31106 SMB Corporate Centre,
West Bay Road, Grand Cayman, Cayman Islands
The business address for CFS is P.O. Box 31106 SMB Corporate Centre, West
Bay Road, Grand Cayman, Cayman Islands.
(c) The business of (i) LILP is that of a private investment partnership
engaging in the purchase and sale of securities for investment for its own
account; (ii) LILtd is that of a private offshore investment corporation
engaging in the purchase and sale of securities for investment for its own
account; (iii) LIGLLC is to serve as the general partner of LILP and
discretionary investment adviser to LILtd; and (iv) Mr. Pearlman is to
provide discretionary investment management services through LIGLLC, of
which he is the majority member.
The business of CFS is to provide director services.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
CFS has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
CFS has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) (i) LILLP is a Delaware limited partnership; (ii) LILtd is a Cayman
Islands Corporation; (iii) LIGLLC is a Delaware limited liability company;
and (iv) Mr. Pearlman is a United States citizen.
CFS is a Cayman Islands corporation.
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 8
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Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions, if any) of the shares of Common
Stock beneficially owned by the Reporting Persons is $17,870,594.24. The source
of funds for this consideration was working capital of LILP and LILtd.
Item 4. Purpose of Transaction.
The Reporting Persons believe their investment has significant potential for
increased value. Representatives of the Reporting Persons have, on several
occasions, discussed with the Company's management several strategies that the
Company could pursue to increase shareholder value. The Reporting Persons also
delivered a letter to the Company on February 2, 2006, which, among other
things, expressed concern over the Company's stock price and urged the Company
to retain an experienced investment bank to evaluate all strategic alternatives
to maximize shareholder value and to expand the Company's board of directors to
include new independent directors who have strong industry backgrounds and are
sensitive to shareholder concerns. The Reporting Persons have also communicated
to the Company that such new directors should have significant capital markets
expertise. A copy of the letter was included in a press release issued by the
Reporting Persons which is attached to this filing as Exhibit 1. The Company has
yet to inform shareholders of significant progress the Company has made in
implementing any of the Reporting Persons' suggestions. During the period from
February 2, 2006 to date, the Reporting Persons have had numerous contacts with
the Company by telephone, e-mail, and in meetings, and have discussed with
management and certain board members the Company's business and progress toward
addressing the concerns and issues raised by the Reporting Persons. The
Reporting Persons have also provided the Company with the names and backgrounds
of three potential director candidates.
If the Company does not demonstrate to the Reporting Persons that it has made
meaningful progress toward addressing the suggestions and concerns communicated
in their February 2, 2006 letter and subsequent contacts with management and
board members, the Reporting Persons intend to pursue all available
alternatives. Such alternatives could include, without limitation: communicating
with other shareholders of the Company regarding the Company, its business,
prospects and alternatives to maximize shareholder value; nominating one or more
individuals for election to the board; making one or more proposals for adoption
by shareholders (including proposals to improve the Company's governance or to
amend the Company's organizational documents); seeking to call a special meeting
of stockholders to elect directors and/or approve shareholder proposals;
soliciting proxies in support of the election of directors and/or shareholder
proposals at an annual or special meeting of shareholders; and proposing an
extraordinary corporate transaction, such as a merger, reorganization,
recapitalization or liquidation, involving the Company or any of its
subsidiaries, or a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, which transaction may involve the Reporting
Persons or third parties unrelated to the Reporting Persons. The Reporting
Persons may also purchase additional Common Stock in the open market, in
privately negotiated transactions or otherwise; alone or in conjunction with
others, seek to acquire, the Company or substantially all of its assets or
outstanding securities, including by merger, tender offer or stock or asset
purchase; or sell all or a portion of the Common Stock now owned or hereafter
acquired
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 9
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by them. The Reporting Persons may also urge other persons, including,
without limitation, other stockholders of the Company, to take or pursue any of
the foregoing.
The Reporting Persons reserve the right to change their plans or intentions and
to take any and all actions that they may deem appropriate to maximize the value
of their investment in the Company in light of their general investment
policies, market conditions, subsequent developments affecting the Company and
the general business and future prospects of the Company.
Except as set forth above, the Reporting Persons do not have any current
intention, plan or proposal with respect to: (a) the acquisition by any person
of additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange, if any, or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of a registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(1) As of the date hereof, the Reporting Persons have the following
interest in the securities of the Company:
(i) LILP beneficially owns 1,294,727 shares of Common Stock and is the
beneficial owner of 4.77% of the Common Stock.
(ii) LILtd beneficially owns 439,022 shares of Common Stock and is the
beneficial owner of 1.62% of the Common Stock.
(iii) LIGLLC, as the sole general partner of LILP and the sole investment
advisor to LILtd, beneficially owns 1,733,749 shares of Common Stock
and is the beneficial owner of 6.39% of the Common Stock.
(iv) Mr. Pearlman, as the Chief Executive Officer and majority member of
LIGLLC, beneficially owns 1,733,749 shares of Common Stock and is
the beneficial owner of 6.39% of the Common Stock. The Reporting
Persons in the aggregate may be deemed to own an aggregate of 6.39%
of the Common Stock.
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 10
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(2) The table below sets forth for each Reporting Person, the numbers of
shares of Common Stock for which there is sole power to vote or to direct the
vote, shared power to vote or direct the vote, or sole or shared power to
dispose or to direct the disposition.
LILP LILTD LIGLLC Mr.
---- ----- ------ ---
Pearlman
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Sole Power to 0 0 0 0
Vote/ Direct Vote
Shared Power to 1,294,727 439,022 1,733,749 1,733,749
Vote/ Direct Vote
Sole Power to 0 0 0 0
Dispose/ Direct
Disposition
Shared Power to 1,294,727 439,022 1,733,749 1,733,749
Dispose/ Direct
Disposition
(3) There have been no purchases or sales of the Company's stock by the
Reporting Persons within the last sixty days, except that:
(i) On May 18, 2006, (i) LILP purchased 84,000 shares of Common
Stock on the open market, at a price of $11.9336 per share,
and (ii) LILtd purchased 16,000 shares of Common Stock on the
open market, at a price of $11.9336 per share.
(ii) On May 18, 2006, (i) LILP purchased 42,000 shares of Common
Stock on the open market, at a price of $12.0000 per share,
and (ii) LILtd purchased 8,000 shares of Common Stock on the
open market, at a price of $12.0000 per share.
(iii) On May 18, 2006, (i) LILP purchased 84,000 shares of Common
Stock on the open market, at a price of $12.4273 per share,
and (ii) LILtd purchased 16,000 shares of Common Stock on the
open market, at a price of $12.4273 per share.
(iv) On May 19, 2006, (i) LILP purchased 252,000 shares of Common
Stock on the open market, at a price of $12.4885 per share,
and (ii) LILtd purchased 48,000 shares of Common Stock on the
open market, at a price of $12.4885 per share.
(v) On May 24, 2006, (i) LILP purchased 85,000 shares of Common
Stock on the open market, at a price of $11.9621 per share,
and (ii) LILtd purchased
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 11
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15,000 shares of Common Stock on the open market, at a price
of $11.9621 per share.
No person other than each respective owner referred to herein of Common Stock is
known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of such Common Stock.
(4) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Materials to be Filed as Exhibits.
EXHIBIT 1 Press Release, dated February 6, 2006.
EXHIBIT 2 Statement with Respect to Joint Filing of Schedule 13D.
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CUSIP No. 625-453-10-5 SCHEDULE 13D Page 12
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 26, 2006
LIBERATION INVESTMENTS, L.P.
By: Liberation Investment Group LLC, general partner
By: /s/ Emanuel R. Pearlman
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Emanuel R. Pearlman
Chief Executive Officer
LIBERATION INVESTMENTS LTD.
By: /s/ Emanuel R. Pearlman
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Emanuel R. Pearlman
Director
LIBERATION INVESTMENT GROUP LLC
By: /s/ Emanuel R. Pearlman
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Emanuel R. Pearlman
Chief Executive Officer
Emanuel R. Pearlman
/s/ Emanuel R. Pearlman
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