As filed with the Securities and Exchange Commission on October 18, 2002
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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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.)
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8900 Shoal Creek Blvd., Suite 300 78757
Austin, Texas (Zip Code)
(Address of principal executive offices)
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Ad Hoc Stock Options
(Full title of plan)
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Craig S. Nouis, Vice President and Chief Financial Officer
Multimedia Games, Inc.
8900 Shoal Creek Blvd., Suite 300
Austin, Texas
(512) 371-7100
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE* FEE*
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Common Stock,
($.01 par value) 696,500** $ 21.65 $15,079,225 $1,388.00
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* Estimated pursuant to rule 457(c).
** Includes an indeterminate number of shares of Common Stock that may become
issuable pursuant to the antidilution provisions of the individual option
agreements that collectively evidence such Plan.
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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 (the "Securities Act"). 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.
8900 Shoal Creek Boulevard, Suite 300
Austin, Texas 78757
(512) 371-7100
Craig S. Nouis, Vice President and Chief Financial Officer
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents previously filed with the Commission by the Company
(Commission File No.0-28318) for purposes of the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended September
30, 2001.
2. The Company's Quarterly Report on Form 10-Q for the three months ended
December 31, 2001.
3. The Company's Current Report on Form 8-K filed with the SEC on March 11,
2002.
4. The Company's Current Report on Form 8-K filed with the SEC on April 18,
2002.
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5. The Company's Current Report on Form 8-K filed with the SEC on April 23,
2002.
6. The Company's Quarterly Report on Form 10-Q for the three and six months
ended March 31, 2002;
7. The Company's Current Report on Form 8-K filed with the SEC on May 30,
2002.
8. The Company's Quarterly Report on Form 10-Q for the three and nine
months ended June 30, 2002;
9. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated April 22, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference will be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Item 4. Description Of Securities
Not applicable.
Item 5. Interests Of Named Experts And Counsel
None
Item 6. Indemnification Of Directors And Officers
The Company's By-Laws authorize the Company to indemnify any present or
former director, officer, employee, or agent of the Company, or a person serving
in a similar post in another organization at the request of the Company, against
expenses, judgments, fines, and amounts paid in settlement incurred by him 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. Article 202 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has 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
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indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 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
4.1 Form of Ad Hoc Stock Option Agreement that collectively
evidence the Ad Hoc 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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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
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(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 18th day of October,
2002.
MULTIMEDIA GAMES, INC.
By: /s/ Craig S. Nouis
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Name: Craig S. Nouis
Title: Vice President and Chief Financial Officer
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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/ Gordon T. Graves Chairman of the Board,
------------------------------ Chief Executive Officer
Gordon T. Graves and Director Dated: October 18, 2002
/s/ Clifton E. Lind President, Chief Operating
------------------------------ Officer and Director Dated: October 18, 2002
Clifton E. Lind
/s/ Craig S. Nouis Vice President and Chief Financial Dated: October 18, 2002
------------------------------ Officer (Principal Financial Officer
Craig s. Nouis and Principal Accounting Officer)
/s/ Rob Repass Director Dated: October 18, 2002
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Rob Repass
/s/ Thomas W. Sarnoff Director Dated: October 18, 2002
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Thomas W. Sarnoff
/s/ Martin A. Keane Director Dated: October 18, 2002
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Martin A. Keane
/s/ John Winkelman Director Dated: October 18, 2002
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John Winkelman
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Ad Hoc Stock Option Agreement that collectively
evidence the Ad Hoc 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)