MULTIMEDIA GAMES INC
S-3/A, 1997-10-08
AMUSEMENT & RECREATION SERVICES
Previous: MUNICIPAL INVT TR FD MULTISTATE SERIES 43 DEFINED ASSET FDS, 485BPOS, 1997-10-08
Next: LIBERTY TECHNOLOGIES INC, DEFS14A, 1997-10-08



<PAGE>   1
 
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1997
                                                     REGISTRATION NO. 333-36319
    
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
   
                               AMENDMENT NO. 1
                                      TO
    
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
 
                             MULTIMEDIA GAMES, INC.
             (Exact name of registrant as specified in its charter)
                             ---------------------
 
<TABLE>
<C>                             <C>                             <C>
             TEXAS                 7335 SOUTH LEWIS AVENUE,               74-2611034
(State or other jurisdiction of            SUITE 204                   (I.R.S. Employer
incorporation or organization)       TULSA, OKLAHOMA 74136            Identification No.)
                                        (918) 494-0576
                                 (Address, including zip code,
                                and telephone number, including
                                  area code, of registrant's
                                           principal
                                      executive offices)
</TABLE>
 
                             ---------------------
                       FREDERICK E. ROLL, VICE PRESIDENT
                             MULTIMEDIA GAMES, INC.
                       7335 SOUTH LEWIS AVENUE, SUITE 204
                                 (918) 494-0576
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ---------------------
                                   Copies to:
                                LARRY W. SANDEL
                 HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON
                       320 SOUTH BOSTON AVENUE, SUITE 400
                             TULSA, OKLAHOMA 74103
                                 (918) 594-0400
                             ---------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
 
     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following 
box: [ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:  [X]
 
     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:  [ ]
 
     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:  [ ]
 
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:  [ ]
   
 
    
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 
================================================================================
<PAGE>   2
 
PROSPECTUS
 
                             MULTIMEDIA GAMES, INC.
 
                                 412,000 SHARES
                          COMMON STOCK, $.01 PAR VALUE
 
     This Prospectus relates to 412,000 shares (the "Shares") of Common Stock,
par value $.01 per share (the "Common Stock"), of Multimedia Games, Inc. (the
"Company") which may be offered and sold from time to time by the Selling
Stockholders named herein (the "Selling Stockholders"). See "Put and Call
Agreement".
 
     The Shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, directly or through broker-dealers or
underwriters who may act solely as agents, or who may acquire the Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place through the Nasdaq SmallCap Market or through
privately negotiated transactions, or through underwritten public offerings, or
through a combination of any such methods of sale, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specially negotiated brokerage fees or
commissions may be paid by the Selling Stockholders in connection with such
sales.
 
     The Selling Stockholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commission received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. See "Plan of Distribution".
 
   
     The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"MGAM". On October 7, 1997, the last reported sale price of the Common Stock
was $13.875 per share.
    
 
     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE
5 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS.
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
 
     The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholders. The Company will bear all costs relating to the
registration of the Shares (including filing fees under the Securities Act)
which are estimated to be approximately $20,000.00.
 
   
               THE DATE OF THIS PROSPECTUS IS OCTOBER    , 1997.
    

<PAGE>   3
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SHARES TO WHICH IT RELATES
OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE COMMON STOCK AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ SMALLCAP MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files proxy statements, reports and other information with the
Securities and Exchange Commission (the "Commission"). Such proxy statements,
reports and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices in
Chicago, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and
in New York, Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
In addition, the Commission maintains a Web site that contains proxy statements,
reports and other information filed electronically by the Company with the
Commission which can be accessed over the Internet at http://www.sec.gov. The
Common Stock is quoted on the Nasdaq SmallCap Market. Reports and information
concerning the Company may be inspected at the National Association of
Securities Dealers, Inc., at 1735 K Street, N.W., Washington, D.C. 20006.
 
     This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed on September 24, 1997, as the same may
from time to time be amended, by the Company with the Commission under the
Securities Act. This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the Shares offered hereby. Statements contained
herein concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to a copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
 
     The Company intends to furnish its shareholders with annual reports
containing audited financial statements certified by an independent accounting
firm.
 
                                        2
<PAGE>   4
 
                      DOCUMENTS INCORPORATED 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 Exchange Act, are incorporated herein by reference:
 
          1. the Company's Annual Report on Form 10-KSB for the year ended
     September 30, 1996;
 
          2. the Company's Quarterly Reports on Form 10-QSB for the quarters
     ended December 31, 1996, March 31, 1997, and June 30, 1997 (three reports),
     including Form 10-QSB/A for the quarter ended December 31, 1996;
 
          3. the Company's definitive Proxy Materials for the Annual Meeting of
     Shareholders held on March 29, 1997 as filed with the Commission on March
     6, 1997; and
 
          4. the description of the Company's Common Stock contained in the
     Company's Registration Statement on Form 8-A dated April 22, 1996 including
     any amendments or reports filed for the purpose of updating such
     description.
 
     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 Prospectus and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus 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 of this Prospectus 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 of this
Prospectus.
 
     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
written or oral request of such person, a copy of any and all of the information
incorporated herein by reference, other than the exhibits to such information
(unless such exhibits are specifically incorporated by reference into such
information). Requests should be directed to Multimedia Games, Inc. at its
principal executive offices, 7335 South Lewis Avenue, Suite 204, Tulsa, Oklahoma
74136 Attention: Corporate Secretary (918) 494-0576.
 
                             PUT AND CALL AGREEMENT
 
     In August 1996, the Company sold AGN Venturers L.L.C. ("AGN Venturers"),
to the Selling Stockholders. AGN Venturers owns 51% of American Gaming Network
L.L.C. ("AGN") which provides proxy play services to bingo players located of
Indian lands. In consideration of the sale, the Selling Stockholders
contributed $500,000 to AGN and severally guaranteed a $336,000 note due the
Company by AGN. As part of the transaction, the Company and AGN Venturers
entered into a Put and Call Agreement pursuant to which AGN Venturers has the
right to "put" back to the Company the 51% interest in AGN and repay the
$336,000 note in exchange for 278,667 shares of Common Stock. The Put and Call
Agreement further provides that, to the extent AGN Venturers paid a $400,000
note due to a former partner in AGN which was guaranteed by AGN, the Company
would issue to AGN Venturers one share of Common Stock for each $3.00 principal
amount of the note so paid. This Prospectus relates to the 278,667 shares of
Common Stock issuable upon the exercise of the "put" right and to the 133,333
shares of Common Stock issuable upon the payment in full of the $400,000 note.
 
                                        3
<PAGE>   5
 
                                  THE COMPANY
 
     The Company provides satellite linked, high stakes bingo games and
interactive high speed bingo games played on interconnected electronic player
stations to participating bingo halls owned primarily by American Indian tribes
located throughout the United States. The Company also provides proxy play
services to bingo players located off Indian lands through AGN.
 
     Prior to August 1995, the Company's principal business was to conduct high
stakes bingo games under the names MegaBingo, MegaCash and MegaBingo Lite.
MegaBingo and MegaCash games are played simultaneously at multiple bingo halls
using a closed-circuit television satellite link, thereby allowing a greater
number of players to compete against one another for prizes generally larger
than could be offered by a bingo hall acting alone. The participating bingo
halls are owned and operated on behalf of American Indian tribes and are located
in the States of Arizona, California, Kansas, Minnesota, New Mexico, Oklahoma
and South Dakota, among others. MegaBingo Lite provides smaller prizes to
similarly linked Indian bingo halls and is presently delivered to bingo halls
located in the State of Oklahoma. The Company believes that its MegaBingo,
MegaCash and MegaBingo Lite games are the only regularly scheduled multi-hall,
high stakes bingo games in the United States.
 
     In August 1995, the Company introduced MegaMania, a high-speed bingo game
developed by the Company that allows customers to purchase bingo cards and to
play bingo on an interactive electronic player station that requires rapid
decisions and presents game results in a fast-action color video format
featuring graphics and animation accompanied by sound. The stations are
interconnected with other stations at participating bingo halls through the
Company's computer network, thus allowing players to compete against one another
to win a common pooled prize.
 
     The Company's gaming revenues emanate from the proceeds of bingo card
sales, with profits derived from revenues remaining after payment of prizes,
bingo hall commissions and operating expenses. The Company also derives other
revenues from the sale and lease of MegaMania player stations and related
equipment.
 
     AGN accepts orders and purchases bingo cards at Indian bingo halls and
plays those cards at the bingo halls on behalf of proxy play participants who
are located off the Indian lands. To date, revenues from proxy play bingo have
been insignificant. Prior to October 15, 1997, the Company owned at different
times either 49% or 50% of AGN. Pursuant to the exercise of a "put" right
contained in the Put and Call Agreement between the Company and AGN Venturers
which entitles AGN Venturers to "put" to the Company AGN Venturer's 51%
interest in AGN, on October 15, 1997, the Company will own 100% of AGN. See
"Put and Call Agreement."
 
     MegaBingo(R), MegaCash(R), MegaBingo Lite and MegaMania are registered
trademarks and tradenames of the Company, and all references thereto in this
Prospectus shall be deemed to include the applicable tradename or trademark
designation.
 
     Multimedia Games, Inc. was incorporated under the laws of the State of
Texas on August 30, 1991. Unless the context otherwise requires, the term
"Company" includes Multimedia Games, Inc., and its wholly-owned
subsidiaries -- TV Games, Inc., MegaBingo, Inc., and Multimedia Creative
Services, Inc., as well as the activities conducted by the Company through AGN.
The Company's executive offices are located at 7335 South Lewis Avenue, Suite
204, Tulsa, Oklahoma 74136, and its telephone number is (918) 494-0576.
 
                                        4
<PAGE>   6
 
                                  RISK FACTORS
 
     Prospective purchasers of the Shares should carefully consider the
following risk factors as well as the other information contained in this
Prospectus before making an investment in the Shares.
 
GOVERNMENT REGULATION; POSSIBLE ILLEGALITY OF COMPANY ACTIVITIES
 
     In doing business with Indian tribes and participating in tribal gaming
activities, the Company is subject to various Federal regulations and laws
regarding the manner in which business can be transacted. The operation of
gaming on Indian lands is subject to the Indian Gaming Regulatory Act of 1988
(the "Gaming Act"), which also established the National Indian Gaming Commission
("NIGC") with the authority to promulgate rules and regulations to enforce
certain aspects of the Gaming Act and to protect tribal interests involved in
gaming activities. The NIGC has previously given favorable rulings regarding the
Company's Integrated Gaming Service Agreements with the tribes and has
determined them to be service contracts rather than management contracts,
thereby allowing the Company to obtain more favorable terms than would have been
permitted had the agreements been determined to be management contracts. See
"Risk Factors -- Dependance Upon Tribal Contracts." 
 
     In July, 1996, the NIGC issued its opinion that the then version of the
Company's MegaMania game (the "Prior Game") was a Class II rather than a Class
III gaming activity. This opinion was of significance because, generally
speaking, Class II gaming may be conducted on Indian lands if the state in which
the Indian land is located permits such gaming for any purpose by any person.
Class III gaming, on the other hand, which includes gaming such as video casino
games, slot machines, most table games (e.g., blackjack and craps) and keno, may
only be conducted pursuant to a compact reached between the Indian tribe and the
state in which the tribe is located.
 
     In June, 1997, in response to discussions with the Department of Justice
("DOJ") and the NIGC concerning the continued Class II status of the Prior Game,
the Company implemented certain changes to its MegaMania game (the "Present
Game"). These changes generally require the bingo card holder to take certain
actions in order to daub the bingo card and to indicate a bingo win, and also
require the drawing of bingo numbers using a physical ball blower or as a result
of some other human activity rather than the use of electronically randomly
generated numbers. On July 23, 1997, the Acting General Counsel of the NIGC
informed the Company in a written advisory opinion that the Present Game
constituted Class II gaming and that tribes may play the Present Game without
risk of enforcement action by the NIGC. The advisory opinion is not, however,
binding upon the DOJ.
 
     There can be no assurance that the NIGC, either on its own initiative or as
the result of pressure from or cooperation with other agencies such as the DOJ,
will adhere to the terms of its July 23, 1997, advisory opinion or any of their
other opinions previously issued to the Company. There also can be no assurance
that the DOJ or any local U.S. Attorney's office will accept any of the opinions
or actions of the NIGC regarding the Company's activities, and not seek to
challenge the legality of the Company's activities. The Company believes that
its MegaMania game meets all of the requirements of a Class II game of bingo and
that the NIGC has the regulatory authority to make final and binding
determinations on the classification of games.
 
     If adverse determinations or actions are taken by the NIGC, the DOJ or any
local U.S. Attorney's office, the Company intends to vigorously defend its
position that MegaMania is a Class II game. No assurances can be given that the
Company will be successful on the merits. If MegaMania were ultimately
determined to be Class III gaming, the loss of the MegaMania business would
have a material adverse effect upon the Company's financial condition and
results of operation.
 
     There can be no assurance that the NIGC, either on its own initiative or as
the result of pressure from or cooperation with other agencies such as the DOJ,
will not enact additional regulations or reinterpret existing regulations in a
manner that would have a material and adverse effect upon the Company, including
requiring the Company to restructure its existing arrangements with Indian
tribes or requiring changes in the way the Company's games are conducted so that
such games are classified as Class II. Any such restructuring of the Company's
games has the additional risk that such games will no longer appeal to consumers
or be acceptable
 
                                        5
<PAGE>   7
 
to the tribes. There can also be no assurance that the Gaming Act or other
Federal laws will not be amended in response to pressure from state and local
sources in such a manner so as to limit the authority of tribes to self-regulate
Class II gaming or to change the definition of Class II gaming.
 
DEVELOPING OPERATING ENVIRONMENT
 
     The environment in which the Company conducts its business is relatively
new and presents significant operating challenges and uncertainties. The Gaming
Act was adopted in 1988 and the development of the Federal, State and tribal
infrastructure to regulate the proliferation of Indian gaming activities has
occurred only since that time. Important issues concerning the scope and intent
of the Gaming Act remain unresolved, as do issues relating to the jurisdiction
and authority of different Federal, State, local and tribal governments and
agencies. The NIGC was not fully operational until February 1993, and prior to
that the Bureau of Indian Affairs was responsible for certain functions now
performed by the NIGC. As a result, the adoption and implementation of
regulations in furtherance of the Gaming Act have moved cautiously and there is
a comparative lack of case law or interpretation of such regulations or of the
Gaming Act. Moreover, the Company is on the leading edge of the rapid
advancement of technological innovation in gaming, and issues relating, for
example, to the use of technological aids for the playing of games and gaming
on the Internet are either novel or lack historical precedent sufficient to
enable the Company to predict with certainty the outcome of planned actions or
the response of regulatory authorities.
 
TRIBAL REGULATION
 
     Each Federally recognized Indian tribe has the standing of a sovereign
nation. As such, without approval from the tribes, the tribes cannot be sued or
otherwise held accountable under any but tribal laws. Each tribe which is a
party to the Company's integrated service agreements has waived its sovereign
immunity to the Company as it relates to equipment used in the conduct of games
or to the revenues of the gaming facility. Although the Company has never
experienced any difficulties in this regard, there can be no assurance that a
particular tribe will not invoke its sovereign immunities with respect to
obligations and/or contracts with the Company which could have the effect of
rendering the Company's contracts unenforceable.
 
     In addition, gaming on Indian lands is generally closely administered by
tribal officials. Most tribes have established a regulatory framework to
administer the conduct of gaming on Indian lands. These regulations generally
include licensing and approval procedures and reporting and audit requirements.
Not all constituencies within each Indian tribe view gaming favorably, and
changes in officials have in the past, and could in the future, result in a more
difficult environment in which to conduct the Company's business at a particular
tribe. Moreover, perceptions and attitudes concerning the integrity and morality
of gaming are highly sensitive matters with most tribes and seemingly minor or
irrelevant matters, including rumor and innuendo about practices or personnel
employed by the Company, can and have been used by competing tribal
constituencies as a basis for changing or attempting to change existing
relationships between tribes and their vendors. The Company expects this
environment to continue in the future but believes that its sensitivity to these
matters, and the personnel and policies it has in place, will enable it to
effectively manage the issues that will inevitably arise.
 
DEPENDANCE UPON TRIBAL CONTRACTS
 
     Virtually all of the Company's revenues are derived from contracts with
Indian tribes. The Company has written agreements with approximately 45 Indian
tribes that provide the Company with the exclusive right to conduct bingo
operations in their respective Indian lands, of which approximately 15 contracts
are on a month-to-month basis. No assurances can be given that any of such
contracts will be renewed upon the expiration of their term or that, if renewed,
the terms and conditions thereof will be favorable to the Company, nor can any
assurances be given that a tribe or tribes will not cancel any of such
agreements prior to the expiration of their stated term. A failure to renew such
contracts upon terms favorable to the Company or the cancellation of a
significant number of such contracts would have a material adverse effect upon
the Company's business and results of operations.
 
                                        6
<PAGE>   8
 
FUTURE FINANCING
 
     The Company's future business plans are dependent upon its ability to find
financing on a timely basis, particularly for the purchase and installation of
additional MegaMania player stations and related equipment. To date, the Company
has financed such activities primarily through the issuance of equity 
securities, lease financing arrangements and from operations. Uncertainties
relating to the legality of MegaMania as a Class II bingo game and to the
ability of lenders to secure and enforce rights on Indian lands, have made it
more difficult for the Company to locate, and more expensive for the Company to
obtain, equipment and lease rental financing from the more traditional sources
of such funds. Because of these and other factors, any additional financing
will likely involve the issuance of equity related securities which could
result in substantial dilution to the Company's then existing shareholders. Any
inability to obtain additional financing when needed could have a material
adverse effect on the Company's ability to achieve its planned objectives and
any expectations of the market as to the Company's future performance.        

CUSTOMER DEMAND; COMPETITION
 
     The Company's product development and marketing activities are based upon
the Company's assessment of customer demand for gaming services in
establishments in which the Company provides services. Significant changes in
customer demand or preference for gaming products in a given geography,
including competing gaming and other leisure activities, could have an adverse
impact on the Company's business and results of operations. Significant
competition to the Company's MegaMania game should be expected based upon the
continuing popularity of that game.
 
TECHNOLOGICAL INNOVATION
 
     The Company believes that an important factor to its future success will
include its continued development of new products that appeal to the tastes of
consumers and the introduction of such products in a timely manner. Successful
product development and introduction depends upon a number of factors, including
the identification of products expected to appeal to consumer preferences and
the timely completion of design and testing. Importantly, any new or modified
gaming products will be designed and operated to meet the requirements of Class
II gaming. The Company expects to continue to solicit the approval of the NIGC
that any new or modified gaming products meet the requirements of Class II
gaming so the interpretations and policies of the NIGC with respect to the
requirements for Class II gaming will also affect the timing and nature of any
new products; however, the Company does not always expect to be able to obtain
such approval prior to the introduction of new products. As a result of these
and other factors, there can be no assurance that the Company will continue to
develop and introduce new products in a timely manner that will achieve
commercial success.
 
ACCUMULATED DEFICIT; UNCERTAIN PROFITABILITY
 
     Although the Company achieved net income of $40,000 in the fiscal year
ended September 30, 1996 (as compared to $505,000 in the prior fiscal year), and
net income of $442,000 for the nine months ended June 30, 1997(as compared to
$237,000 in the comparable nine month period of the prior year), the Company has
incurred an accumulated deficit of $2,236,000 since its inception in August 1991
through June 30, 1997. No assurances can be given that the Company will be able
to maintain profitable operations in the future. In addition, such profits, if
any, are not expected to be commensurate or proportional with any increases in
revenues as the Company expects to continue to experience significant general
and administrative expenses associated with addressing the regulatory and other
operating uncertainties facing the Company in the developing operating
environment in which the Company conducts its business.
 
                                        7
<PAGE>   9
 
PRIZE FULFILLMENT
 
     The prizes awarded under the Company's bingo games are based upon attaining
an assumed level of gross game receipts and statistical assumptions as to the
frequency of winners. To date, the Company has not experienced a "game deficit"
where prize allocations have exceeded game revenues; however, no assurances can
be given that the Company will not experience abnormally high rates of jackpot
prize wins in the future.
 
SIGNIFICANT OUTSTANDING OPTIONS AND WARRANTS
 
     As of June 30, 1997, there were outstanding immediately exercisable stock
options to purchase an aggregate of 193,750 shares of Common Stock at exercise
prices ranging from $1.50 to $4.00 per share, immediately exercisable warrants
to purchase an aggregate of 248,916 shares of Common Stock at exercise prices
ranging from $2.00 to $6.60 per share, and shares of the Company's Series A
Preferred Stock that are immediately convertible into 527,210 shares of Common
Stock. In addition to the Shares offered hereby which are issuable pursuant to
the Put and Call Agreement, there were outstanding additional warrants to
purchase 2,042,143 shares of Common Stock at an exercise price of $8.00 per
share which become exercisable on November 7, 1997, options to purchase 471,250
shares of Common Stock at exercise prices ranging from $1.50 to $5.70 per share
that are generally exercisable in equal annual increments over the next four
years commencing in October 1997, and warrants to purchase 77,000 shares of
Common Stock at $10.00 and $11.00 per share that become exercisable in May and
June, 1998. To the extent that such options, warrants and Series A Preferred
Stock are exercised or converted, dilution to the Company's shareholders will
occur. Moreover, the terms upon which the Company will be able to obtain
additional equity capital may be adversely affected, since the holders of such
options, warrants and Series A Preferred Stock can be expected to exercise or
convert them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms more favorable to the Company than the
exercise terms provided in such securities.
 
CONTINUED NASDAQ QUOTATION
 
     The Company's Common Stock is quoted on the Nasdaq SmallCap Market;
however, there can be no assurance that the Company will meet the criteria for
continued quotation on Nasdaq. The minimum continued quotation criteria include,
among other things, that the Company have total assets of at least $2,000,000
and capital and surplus of at least $1,000,000; that the minimum bid price for
the Common Stock be $1.00 per share; and that the minimum market value of the
"public float" (i.e., the shares held by non-insiders) of the Common Stock be at
least $1,000,000. If the Company's Common Stock were excluded from Nasdaq, it
would adversely affect the price of the Common Stock and the ability of holders
to sell shares of Common Stock.
 
     In the event that the Company is unable to satisfy Nasdaq's continued
quotation criteria, trading, if any, in the Common Stock would thereafter be
conducted in the "pink sheets" or the NASD's Electronic Bulletin Board. In the
absence of the Common Stock being quoted on Nasdaq, or the Company having
$2,000,000 in net tangible assets, trading in the Common Stock would be covered
by Rule 15g-9 promulgated under the Exchange Act for non-Nasdaq and non-exchange
listed securities. Under such rule, broker-dealers who recommend such securities
to persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale. Securities are
exempt from this rule if the market price is at least $5.00 per share.
 
     The Commission has adopted regulations that generally define a penny stock
to be any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. Such exceptions include an equity security listed
on Nasdaq and an equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three (3) years, (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three (3) years, or (iii)
average revenue of at least $6,000,000 for the preceding three (3) years. Unless
an exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.
 
                                        8
<PAGE>   10
 
     If the Company's Common Stock was subject to the regulations on penny
stocks, the market liquidity for the Common Stock would be severely and
adversely affected by limiting the ability of broker-dealers to sell the Common
Stock in the public market. There is no assurance that trading in the Company's
securities will not be subject to these or other regulations that would
adversely affect the market for such securities.
 
ABSENCE OF DIVIDENDS
 
     The Company has never declared or paid any cash dividends on its Common
Stock. The Company intends to retain its earnings, if any, to finance the growth
and development of its business and therefore does not anticipate paying any
cash dividends on its Common Stock in the foreseeable future.
 
SHARES AVAILABLE FOR FUTURE SALE; SALES BY AFFILIATES
 
     Of the 4,303,990 shares of Common Stock outstanding at June 30, 1997,
3,221,217 shares are either held by nonaffiliates and are freely traded in the
public market or are currently registered under the Securities Act for sale to
the public by the holders thereof. The remaining 1,082,773 shares may be deemed
"restricted securities" as that term is defined under the Securities Act, and in
the future may be sold pursuant to a registration under the Securities Act, in
compliance with Rule 144 under the Securities Act, or pursuant to another
exemption therefrom. Rule 144 provides that, in general, a person holding
restricted securities for a period of one year may, every three months
thereafter, sell in brokerage transactions an amount of shares which does not
exceed the greater of one percent (1%) of the Company's then outstanding Common
Stock or the average weekly trading volume of the Common Stock during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitations by a person
who is not an affiliate of the Company and was not an affiliate at any time
during the 90 day period prior to sale and who has satisfied a two year holding
period. Virtually all of such 1,082,773 restricted shares have been held for
more than one year and are, therefore, eligible for immediate sale under Rule
144, subject to the volume limitations described above.
 
     In addition, 527,210 shares of Common Stock are issuable upon conversion of
the Series A Preferred Stock and are eligible for resale under Rule 144 without
regard to such volume limitations, except as to 416,755 of such shares that are
held by affiliates of the Company. The Company has also currently registered
665,000 shares under the Securities Act for sale to the public that are issuable
upon the exercise of outstanding stock options and 2,042,143 warrants and the
shares of Common Stock underlying the warrants under the Securities Act for sale
to the public on behalf of certain selling securityholders.
 
AUTHORIZATION OF PREFERRED STOCK
 
     The Company's Certificate of Incorporation authorizes the issuance of
"blank check" preferred stock with such designation, rights and preferences as
may be determined from time to time by the Board of Directors. The Company has
designated a class of shares of preferred stock as Series A Cumulative
Convertible Preferred Stock (the "Series A Preferred Stock"). As of June 30,
1997, there were 109,192 shares of Series A Preferred Stock outstanding, of
which 80,175 shares are owned by Gordon T. Graves, the Chairman and Chief
Executive Officer of the Company, and his affiliated company, and an aggregate
of 5,880 shares are owned by four other officers or directors of the Company.
The Series A Preferred Stock has a liquidation preference of $10 per share plus
accrued and unpaid dividends and is currently convertible, at the option of the
holder, at a rate of five shares of Common Stock for each one share of Series A
Preferred Stock. The holders of the Series A Preferred Stock have the right to
elect a majority of the Board of Directors in the event the Company is in
arrears in the payment of two consecutive quarterly dividend payments. Although
the Company has never been in arrears in the payment of two consecutive
quarterly dividends, it has historically remained in arrears as to one quarterly
dividend payment. The Board of Directors is empowered, without shareholder
approval, to make additional issuances of preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock. In
the event of additional issuances, the preferred stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the
 
                                        9
<PAGE>   11
 
Company. Although the Company has no present intention to issue any additional
shares of its preferred stock, there can be no assurance that the Company will
not do so in the future.
 
                           FORWARD LOOKING STATEMENTS
 
     This Prospectus and the information incorporated herein by reference
contains various "forward-looking statements" within the meaning of Federal and
state securities laws, including those identified or predicated by the words
"believes," "anticipates," "expects" or similar expressions. Such statements are
subject to a number of uncertainties that could cause the actual results to
differ materially from those projected. Such factors include, but are not
limited to, those described under "Risk Factors". Given these uncertainties,
prospective purchasers are cautioned not to place undue reliance upon such
statements.
 
                                USE OF PROCEEDS
 
     The Company will not receive any of the proceeds from the sale of any of
the Shares by the Selling Stockholders.
 
                              SELLING STOCKHOLDERS
 
     The following table sets forth for each Selling Stockholder, as of June 30,
1997, the number of shares of Common Stock beneficially owned by such Selling
Stockholder prior to this offering, the maximum number of Shares to be offered
and sold from time to time by such Selling Stockholder and the number of shares
of Common Stock to be beneficially owned by such Selling Stockholder after this
offering. Except as otherwise indicated, the number of shares to be offered and
sold constitute all of the shares of Common Stock beneficially owned by the
Selling Stockholder.
 
<TABLE>
<CAPTION>
                                                                 SHARES                   SHARES
                                                              BENEFICIALLY   SHARES    BENEFICIALLY
                                                              OWNED PRIOR     BEING    OWNED AFTER
                                                              TO OFFERING    OFFERED   OFFERING(1)
                            NAME                                 NUMBER      NUMBER       NUMBER
                            ----                              ------------   -------   ------------
<S>                                                           <C>            <C>       <C>
Alliance Capital Investors..................................     123,600     123,600          --
Baystate Development Trust..................................      73,266      20,600      52,666
Gordon T. Graves(2).........................................   1,084,620      41,200   1,043,420
Jericho Capital Corp........................................      20,600      20,600          --
Lawrence Kaplan(3)..........................................     215,575      41,200     174,375
Stanley A. Kaplan...........................................      97,400      41,200      56,200
Michael Miller..............................................     112,450      41,200      71,250
OK Associates Pension Trust.................................      41,200      41,200          --
The Holding Company.........................................      41,200      41,200          --
                                                               ---------    --------   ---------
          Total.............................................   1,809,911     412,000   1,397,911
                                                               =========    ========   =========
</TABLE>
 
- ---------------
 
(1) Assumes the sale of all Shares offered hereby. Does not include shares of
    Common Stock that are subject to rights to purchase that are not exercisable
    within the next 60 days. Based upon 4,303,990 shares of Common Stock
    outstanding on June 30, 1997.

(2) Mr. Graves is the Chairman of the Board and Chief Executive Officer of the
    Company. Does not include 90,600 shares as to which Mr. Graves disclaims
    beneficial ownership, consisting of: (i) 44,100 shares owned of record by
    Cynthia Graves, Mr. Graves' wife, and (ii) 46,500 shares beneficially owned
    by the Gordon Graves Grandchildren Trust.

(3) Lawrence Kaplan is an advisor to the Company's Board of Directors. Does not
    include 22,500 shares held of record by Mr. Kaplan's spouse, as to which Mr.
    Kaplan disclaims beneficial ownership.



                                        10
<PAGE>   12
 
                              PLAN OF DISTRIBUTION
 
     The Company will not receive any proceeds from the sale of the Shares by a
Selling Stockholder. Each of the Selling Stockholders may sell his, her or its
Shares directly or through broker-dealers or underwriters who may act solely as
agents, or who may acquire shares as principals. The Shares may be sold from
time to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest to the Selling Stockholders. The distribution of
the Shares may be effected in one or more transactions that may take place
through the Nasdaq SmallCap Market, including block trades or ordinary broker's
transactions, or through privately negotiated transactions, or through an
underwritten public offering, or through a combination of any such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales.
 
     The aggregate proceeds to the Selling Stockholders from the sale of the
Shares will be the purchase price of the Shares sold less the aggregate agents'
commissions and underwriters' discounts, if any, and other expenses of issuance
and distribution not borne by the Company. The Selling Stockholders and any
dealers or agents that participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Shares by them and any commissions received by any
such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
 
     The Selling Stockholders may effect transactions by selling the Shares
directly or through broker-dealers acting either as principal or as agent, and
such broker-dealers may receive compensation in the form of usual and customary
or specifically negotiated underwriting discounts, concessions or commissions
from the Selling Stockholders.
 
     The Company will bear all of the expenses of registration of the Common
Stock under the Federal and state securities laws, including filing fees. Such
expenses payable by the Company are currently estimated to be $20,000.
 
     The Company has advised the Selling Stockholders that the anti-manipulative
provisions of Regulation M under the Exchange Act may apply to their sales in
the market, has furnished each Selling Stockholder with a copy of Regulation M
and has informed them of the need for delivery of copies of this Prospectus.
There can be no assurance that any of the Selling Shareholders will sell any of
the shares of Common Stock offered by them hereunder.
 
                        INDEPENDENT PUBLIC ACCOUNTANTS
 
     The consolidated balance sheet of the Company as of September 30, 1996, and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for each of the two years in the period ended September
30, 1996, incorporated by reference in this Prospectus and in the Registration
Statement of which this Prospectus forms a part, have been incorporated herein
in reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of said firm as experts in accounting and auditing.
 
     With respect to the unaudited interim financial information as of and for
the periods ended December 31, 1996, March 31, 1997, and June 30, 1997,
incorporated by reference in this Prospectus, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report included in the Company's quarterly reports on Form 10-QSB for the
quarters ended December 31, 1996, March 31, 1997, and June 30, 1997, and
incorporated by reference herein, states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their report on the unaudited interim financial information because
that report is not a "report" or a "part" of the registration statement prepared
or certified by the accountants within the meaning of Sections 7 and 11 of the
Act.
 
                                       11
<PAGE>   13
 
                                 LEGAL MATTERS
 
     The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Hall, Estill, Hardwick, Gable, Golden & Nelson, PC,
Tulsa, Oklahoma. Attorneys who are shareholders or employed by Hall, Estill,
Hardwick, Gable, Golden & Nelson, PC who have provided advice with respect to
this offering in the aggregate own less than $50,000 in value of the Company's
securities.
 
              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES
 
     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 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 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.
 
                                       12
<PAGE>   14
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following are the estimated expenses in connection with the
distribution of the securities being registered:
 
<TABLE>
<S>                                                           <C>
Securities and Exchange Commission Registration Fee.........  $ 1,670.00 
Accounting Fees and Expenses................................    4,000.00
Attorneys' Fees and Expenses................................    5,000.00
Printing Fees and Expenses..................................    1,500.00
Blue Sky Fees and Expenses..................................    1,000.00
Nasdaq Listing Fees.........................................    4,120.00
Miscellaneous...............................................    2,710.00
                                                              ----------
          Total.............................................  $20,000.00
                                                              ==========
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     See "Disclosure of Commission Position on Indemnification For Securities
Act Liabilities" in the Prospectus.
 
     The directors and officers of the Company are entitled to indemnification
by the Selling Stockholders against any cause of action, loss, claim, damage, or
liability to the extent it arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in this
Registration Statement and the Prospectus contained herein, as the same shall be
amended or supplemented, made in reliance upon or in conformity with written
information furnished to the Company by such Selling Shareholder.
 
ITEM 16. EXHIBITS
 
   
<TABLE>
<S>                      <S>
             5.1         -- Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson (previously filed)
            15.1         -- Letter regarding unaudited interim financial information
            23.1         -- Consent of Coopers & Lybrand L.L.P.
            23.2         -- Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson
                            (included in Exhibit 5.1) (previously filed)
            25.1         -- Power Of Attorney (previously filed)
</TABLE>
    
 
ITEM 17. 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
 
                                      II-1
<PAGE>   15
 
        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.
 
                                      II-2
<PAGE>   16
 
                                   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-3 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 7th
day of October, 1997.
    
 
                                            MULTIMEDIA GAMES, INC.
 
                                            By:  /s/ GORDON T. GRAVES
                                            ------------------------------------
                                                Name: Gordon T. Graves
                                              Title: Chairman of the Board
 
   

    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
    
 
   
<TABLE>
<CAPTION>
                        NAME                                           TITLE                       DATED
                        ----                                           -----                       -----
<C>                                                      <S>                                 <C>
 
               /s/ GORDON T. GRAVES                      Chairman of the Board Chief         October 7, 1997
- -----------------------------------------------------      Executive Officer and Director
                  Gordon T. Graves
 
                          *                              President and Director              October 7, 1997
- -----------------------------------------------------
                 Larry D. Montgomery
 
              /s/ FREDERICK E. ROLL                      Vice President and Chief Financial  October 7, 1997
- -----------------------------------------------------      Officer
                  Frederick E. Roll
 
                          *                              Vice President and Director         October 7, 1997
- -----------------------------------------------------
                  Daniel J. Sarnoff
 
                          *                              Director                            October 7, 1997
- -----------------------------------------------------
                    Gregory Stern
 
*by:           /s/ FREDERICK E. ROLL                     
- -----------------------------------------------------    
                   Attorney-In-Fact

</TABLE>
    
 
                                      II-3
<PAGE>   17
 
                               INDEX TO EXHIBITS
 
   
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
 
           5.1           -- Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson (previously filed)
          15.1           -- Letter regarding unaudited interim financial information
          23.1           -- Consent of Coopers & Lybrand L.L.P.
          23.2           -- Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson
                            (included in Exhibit 5.1) (previously filed)
          25.1           -- Power of Attorney (previously filed)
</TABLE>
    


<PAGE>   1
 
EX-15.1
 
MULTIMEDIA GAMES, INC. AND SUBSIDIARIES
LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
 


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
   
          RE:  MULTIMEDIA GAMES, INC. 
               REGISTRATION ON FORM S-3 (File No. 333-36319)
    
 
We are aware that our reports dated February 7, 1997, May 6, 1997 and July 31,
1997, on our reviews of the interim financial information of Multimedia Games,
Inc. for the periods ended December 31, 1996, March 31, 1997, and June 30, 1997,
are incorporated by reference in the Prospectus constituting part of this
Registration Statement on Form S-3. Pursuant to Rule 436 (C) under the
Securities Act of 1933, these reports should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
 
COOPERS & LYBRAND L.L.P.
 
Tulsa, Oklahoma
   
October 8, 1997
    
 

<PAGE>   1
 
EX-23.1
 
Consent of Coopers & Lybrand L.L.P.
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 (File No. 333-36319) of our
report dated December 18, 1996, on our audits of the consolidated financial
statements of Multimedia Games, Inc. and subsidiaries as of September 30, 1996
and for the years ended September 30, 1996 and 1995, which report is included
in the Company's annual report on Form 10-KSB for the year ended September 30,
1996. We also consent to the reference to our firm under the caption
"INDEPENDENT PUBLIC ACCOUNTANTS." 
    
 
COOPERS & LYBRAND L.L.P.
 
Tulsa, Oklahoma
   
October 8, 1997
    
 
 


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission