<PAGE> 1
As filed with the Securities and Exchange Commission on March 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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MULTIMEDIA GAMES, INC.
(Exact name of issuer 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.)
__________________________
7335 South Lewis Avenue, Suite 204 74136
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
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1993 Salaried Employee Participation Plan
1994 Employee Stock Option Plan
1994 Director Stock Option Plan
1996 Incentive Stock Plan
(Full title of plan)
---------------------------
Frederick E. Roll
Multimedia Games, Inc.
7335 South Lewis Avenue, Suite 204
Tulsa, Oklahoma 74136
(918) 494-0576
(Name, address and telephone number, including area code, of agent for service)
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
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*
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
($.01 par value) 739,895 ** $6.625 $4,901,804.30 $1,485.40
========================================================================================================================
</TABLE>
*Estimated pursuant to rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the bid and asked
prices of the Registrant's Common Stock on March 6, 1997.
**Includes awards that may be granted pursuant to the 1996 Incentive Stock Plan
and an indeterminate number of shares of Common Stock that may become
issuable pursuant to the antidilution provisions of the Plans.
================================================================================
<PAGE> 3
PROSPECTUS
MULTIMEDIA GAMES, INC.
313,250 SHARES
COMMON STOCK, $.01 PAR VALUE
This Prospectus relates to 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: (i) persons
that are "affiliates" of the Company who may acquire Shares upon the exercise
of options granted under the Company's 1996 Incentive Stock Plan (the "1996
Plan"), 1993 Salaried Employee Participation Plan, 1994 Employee Stock Option
Plan and 1994 Director Stock Option Plan (collectively, the "Plans") or to be
granted under the 1996 Plan, and (ii) persons that are not "affiliates" of the
Company who have acquired Shares upon the exercise of options granted under the
Plans (the "Selling Stockholders"). 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
Small Cap 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 Small Cap Market under the
symbol "MGAM". On March 7, 1997, the last reported sale price of the Common
Stock was $7.375 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. Virtually all of the Selling Stockholders
have entered into agreements, directly or indirectly, with Walsh, Manning
Securities, Inc. that restrict the number of Shares such Selling Stockholder may
sell without the consent of Walsh Manning Securities, LLC ("Walsh Manning") (see
"Selling Stockholders").
The date of this Prospectus is March 11, 1997.
<PAGE> 4
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.
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
Small Cap 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-8 (the "Registration Statement") filed on March 11, 1997, 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.
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<PAGE> 5
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 Report on Form 10-QSB for the three
months ended December 31, 1996; and
3. 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 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.
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<PAGE> 6
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 its 49% interest in
American Gaming Network, L.L.C.
Prior to August 1995, the Company's principal business was to furnish
the marketing and other operating services required in the conduct of high
stakes bingo games conducted under the names MegaBingo, MegaCash and MegaBingo
Lite. MegaBingo and MegaCash are played simultaneously using a closed-circuit
television satellite link at several independently owned bingo halls located in
the States of Arizona, California, Kansas, Minnesota, New Mexico, Oklahoma and
South Dakota, among others, operated primarily on behalf of American Indian
tribes. MegaBingo Lite provides smaller prizes to similarly linked Indian
bingo halls and is presently delivered to bingo halls located in the State of
Oklahoma.
In August 1995, the Company introduced MegaMania, an interactive
high-speed bingo game developed by the Company that is played on electronic
player stations interconnected among participating Indian bingo halls.
MegaBingo(R), MegaCash(R), MegaBingo Lite(TM) and MegaMania(TM) 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 the
"Company" includes Multimedia Games, Inc., and its subsidiaries - TV Games,
Inc., MegaBingo, Inc., and Multimedia Creative Services, Inc., as well as the
activities conducted by the Company through its 49% interest in American Gaming
Network, L.L.C. ("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.
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<PAGE> 7
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.
PENDING INVESTIGATION
On October 16, 1996, the Company was advised by the Office of the U.S.
Attorney in Tulsa, Oklahoma (the "U.S. Attorney"), that the Company was part
of a criminal investigation to determine whether, in the opinion of the U.S.
Attorney, the Company's MegaMania bingo game constituted Class II or Class III
gaming, as defined by the Indian Gaming Regulatory Act of 1988 (the "Gaming
Act"). MegaMania has been designed and is operated as a Class II game within
the definition of bingo set forth in the Gaming Act. In a written opinion
dated July 10, 1996, the Company was informed by the National Indian Gaming
Commission ("NIGC"), of the NIGC's determination that MegaMania constituted a
Class II game. The Company has relied on the NIGC's opinion in conducting its
operations and believes that the NIGC made its determination with a complete
and accurate understanding of the facts and the applicable law. The Company is
unaware of any circumstances that would have caused the investigation by the
U.S. Attorney or on what basis the U.S. Attorney could conclude that MegaMania
is not a Class II game.
The Gaming Act classifies games that may be played on Indian land into
three categories. Class I gaming includes traditional Indian social and
ceremonial games and is regulated only by the tribes. Class II gaming includes
bingo, pull-tabs, lotto, punch boards, tip jars, instant bingo, certain card
games played under limited circumstances and other games similar to bingo if
those games are played at the same location where bingo is played. Class III
gaming consists of all forms of gaming that are not Class I or Class II, such
as video casino games, slot machines, most table games (e.g., blackjack and
craps) and keno.
Generally speaking, Class II gaming may be conducted on Indian lands if
the state in which the Indian reservation is located permits such gaming for
any purpose by any person. Class III gaming, on the other hand, may only be
conducted pursuant to a compact reached between the Indian tribe and the state
in which the tribe is located.
No assurances can be given that the U.S. Attorney will not conclude that
MegaMania is Class III gaming. If the U.S. Attorney does reach such a
conclusion, 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 is 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.
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),
the Company has incurred an accumulated deficit of $2,574,000 since its
inception in August 1991 through September 30, 1996. For the three months
ended December 31, 1996, the Company reported a net loss of $190,000 as
compared to net income of $68,000 in the comparable period of the prior year.
No assurances can be given that the Company will be able to attain or 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 anticipates experiencing
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<PAGE> 8
significant start-up costs related to the expansion of its MegaMania game, as
well as increases in general and administrative expenses associated with
satisfying the regulatory and other operating uncertainties facing the Company
in the developing operating environment in which the Company conducts its
business.
GOVERNMENT REGULATION
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 reservations is subject to the Gaming Act which also
established the 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. On July 10, 1996, the NIGC issued its opinion that the Company's
MegaMania game is a Class II rather than a Class III gaming activity. There
can be no assurance however, that the NIGC 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 the tribes or requiring changes
in the way the Company's games are conducted so that such games are classified
as Class II. There also can be no assurances that the pending investigation by
the U.S. Attorney will not have a material and adverse effect upon the Company
by requiring the Company to discontinue its MegaMania game or restructuring the
game to meet the U.S. Attorney's definition of a Class II game. Any such
restructuring of the Company's games has the additional risk that such games
will no longer appeal to consumers or be acceptable 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. Fundamental issues concerning the scope and
intent of the Gaming Act remain unresolved. 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 electronic games or 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.
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
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<PAGE> 9
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 with
agencies 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
Native Indian tribes. The Company has written agreements with approximately 50
Native Indian tribes that provide the Company with the exclusive right to
conduct bingo operations in their respective Indian lands. 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.
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.
FUTURE FINANCING
The Company's future business plans are dependent upon its ability to
find financing on a timely basis with which to fund the Company's activities,
including the placement of additional MegaMania player stations and related
equipment and the development of new products. Any inability to obtain
additional financing when needed could have a material adverse effect on the
Company's ability to achieve its long-term objectives. Moreover, any
additional financing may involve substantial dilution to the Company's then
existing shareholders.
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
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<PAGE> 10
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.
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 January 31, 1997, there were outstanding immediately exercisable
stock options to purchase an aggregate of 154,418 shares of Common Stock at
exercise prices ranging from $1.50 to $2.75 per share, and outstanding
immediately exercisable warrants to purchase an aggregate of 395,970 shares of
Common Stock at exercise prices ranging from $1.50 to $6.60 per share. In
addition, there were outstanding additional warrants to purchase an aggregate
of 2,042,143 shares of Common Stock at an exercise price of $8.00 per share
that become exercisable on August 12, 1997, and additional stock options to
purchase 332,582 shares of Common Stock at exercise prices ranging from $1.50
to $4.75 per share, that are generally exercisable in equal annual increments
over the next four years commencing in October 1997 and an option exercisable
commencing in August 1997 to exchange interests in AGN for up to 412,000 shares
of Common Stock at the equivalent of $3.00 per share. The Company's Series A
Preferred Stock is also immediately convertible into 671,590 shares of Common
Stock at a conversion rate of five shares of Common Stock for each share of
Series A Preferred Stock. To the extent that such stock 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.
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.
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
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<PAGE> 11
by the words "believes," "anticipates," "expects," "plans" 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 Shares are being registered for reoffers and resales by the Selling
Stockholders named below who have acquired or who may acquire such Shares upon
the exercise of options granted under the Plans. The Selling Stockholders may
resell all, a portion, or none of such Shares.
The Selling Stockholders and the number of options and shares of Common
Stock owned by each may be amended from time to time by use of a prospectus
supplement to this Prospectus filed pursuant to Rule 424(b) under the
Securities Act to reflect the addition of new participants under the 1996 Plan
who are deemed "affiliates" of the Company or to reflect the receipt by
existing affiliates of additional awards under the 1996 Plan.
The following table sets forth for each Selling Stockholder, as of
January 31, 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.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Shares Beneficially
Owned Prior Being Owned After
to Offering(1) Offered(2) Offering (3)
Name Number Number Number
- ---- ------------- ---------- ------------
<S> <C> <C> <C>
Larry D. Montgomery (4) 84,684 68,000 42,184
Daniel J. Sarnoff (5) 46,607 74,000 7,273
Gordon T. Sjodin (6) 46,358 54,500 22,733
Michael E. Newell (7) 22,389 43,000 4,119
Frederick E. Roll (8) 16,149 42,500 534
Gregory T. Stern (9) 13,334 20,000 --
Mike Howard (10) 11,250 11,250 --
----- -----
Total Selling Stockholders 240,681 313,250 76,863
======= ======= ======
</TABLE>
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<PAGE> 12
(1) Calculated pursuant to Rule 13d-3 under the Exchange Act. Under Rule
13d-3(d), shares that are not outstanding but that are subject to options,
warrants, rights or conversion privileges exercisable within 60 days, are
deemed outstanding for the purpose of calculating the number of shares
beneficially owned by such person.
(2) Consists of Shares that may be acquired upon the exercise of all options
granted and outstanding to the named persons under the Plans, whether or not
such options are currently exercisable or are exercisable within 60 days.
In connection with a November 1996 private placement of securities by the
Company in which Walsh Manning acted as the Company's Placement Agent, each
Selling Stockholder agreed (i) not to sell any of such Shares prior to
November 1997 without the consent of Walsh Manning, and (ii) granted to
Walsh Manning a right of first refusal to purchase any such Shares proposed
to be sold by the Selling Stockholder; provided that, the agreement referred
to in clause (i) above does not apply to up to 10,000 shares sold by each
Selling Stockholder (subject to an aggregate limitation of 90,000 shares
for all Selling Stockholders and each other officer of the Company that has
executed a similar agreement with Walsh Manning).
(3) Assumes the sale of all Shares being offered hereby.
(4) Mr. Montgomery is the President, Chief Operating Officer and a Director of
the Company. Shares beneficially owned prior to the offering consist of:
(i) 30,000 shares owned of record by Mr. Montgomery, (ii) 39,250 shares
issuable upon the exercise of currently exercisable stock options, (iii)
3,250 shares issuable upon the exercise of stock options that become
exercisable within the next 60 days, (iv) 5,129 shares issuable upon the
exercise of currently exercisable warrants and (v) 7,055 shares issuable
upon conversion of shares of Series A Preferred Stock. Shares
beneficially owned after the offering consist of: (i) 30,000 shares owned
of record by Mr. Montgomery, (ii) 5,129 shares issuable upon the exercise
of currently exercisable warrants, and (v) 7,055 shares issuable upon
conversion of shares of Series A Preferred Stock.
(5) Mr. Sarnoff is a Vice President of the Company and a nominee for election as
a Director at the March 29, 1997, Annual Meeting of shareholders. Shares
beneficially owned prior to the offering consist of (i) 39,334 shares
issuable upon the exercise of currently exercisable stock options, and (ii)
7,273 shares issuable upon the exercise of currently exercisable warrants.
Shares beneficially owned after the offering consist of 7,273 shares
issuable upon the exercise of currently exercisable warrants.
(6) Mr. Sjodin is the Executive Vice President of the Company. Shares
beneficially owned prior to the offering consist of: (i) 11,750 shares owned
of record or beneficially by Mr. Sjodin, (ii) 22,500 shares issuable upon
the exercise of currently exercisable stock options, (iii) 1,125 shares
issuable upon the exercise of stock options that become exercisable within
the next 60 days, (iv) 4,623 shares issuable upon the exercise of currently
exercisable warrants, and (v) 6,360 shares issuable upon conversion of
shares of Series A Preferred Stock. Shares beneficially owned after the
offering consist of: (i) 11,750 shares owned of record or beneficially by
Mr. Sjodin, (ii) 4,623 shares issuable upon the exercise of currently
exercisable warrants, and (iii) 6,360 shares issuable upon conversion of
shares of Series A Preferred Stock.
(7) Mr. Newell is a Vice President of the Company. Shares beneficially owned
prior to the offering consist of: (i) 400 shares owned of record by Mr.
Newell, (ii) 18,250 shares issuable upon the exercise of currently
exercisable stock options, (iii) 1,564 shares issuable upon the exercise of
currently exercisable warrants and (iv) 2,155 shares issuable upon
conversion of shares of Series A Preferred Stock. Shares beneficially
owned after the offering consist of: (i) 400 shares owned of record by Mr.
Newell, (ii) 1,564 shares issuable upon the exercise of currently
exercisable warrants and (iii) 2,155 shares issuable upon conversion of
shares of Series A Preferred Stock.
(8) Mr. Roll is a Vice President, Secretary, Treasurer and Chief Financial
Officer of the Company. Shares beneficially owned prior to the offering
consist of: (i) 15,625 shares issuable upon the exercise of currently
exercisable stock options, (ii) 224 shares issuable upon the exercise of
currently exercisable warrants and (iii) 310 shares issuable upon conversion
of shares of Series A Preferred Stock. Shares beneficially owned after the
offering consist of (i) 224 shares issuable upon the exercise of currently
exercisable warrants and (ii) 310 shares issuable upon conversion of shares
of Series A Preferred Stock.
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<PAGE> 13
(9) Mr. Stern is a Director of the Company. Shares beneficially owned prior
to offering consist of shares issuable upon the exercise of currently
exercisable stock options
(10) Mr. Howard is a former Vice President and Chief Financial Officer of the
Company. Consists of Shares acquired upon the exercise of stock options
granted under the 1994 Employee Stock Option Plan.
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 or her
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 Small Cap 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 may 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. Each Selling Stockholder has entered into a
"lock-up" agreement with Walsh Manning pursuant to which each Selling
Stockholder has agreed not to sell any shares (including the Shares) owned by
the Selling Stockholder prior to November 1997 without the consent of Walsh
Manning; provided that, each Selling Stockholder may sell up to 10,000 shares
without the consent of Walsh Manning so long as the aggregate number of shares
sold by all Selling Stockholders and each other officer of the Company that has
executed a similar "lock-up" agreement with Walsh Manning does not exceed
90,000 shares. In addition, each Selling Stockholder has granted to Walsh
Manning a right of first refusal to purchase any shares (including the Shares)
proposed to be sold by such Selling Stockholder.
The Company has advised the Selling Stockholders of the provisions of
Regulation M under the Exchange Act and its applicability 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 Stockholders will sell any of the
shares of Common Stock offered by them hereunder.
EXPERTS
The consolidated balance sheet of the Company as of September 30, 1996, and
the related consolidated statements of operations, changes in stockholders'
equity (deficit) and cash flows for each of the two years in
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<PAGE> 14
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.
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, P.C.,
Tulsa, Oklahoma. Attorneys who are shareholders or employed by Hall, Estill,
Hardwick, Gable, Golden & Nelson, P.C. and who have provided advice with respect
to this offering own, in the aggregate, less than $50,000 of all securities of
the Company.
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.
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<PAGE> 15
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1) of 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 (which documents
are incorporated by reference in this Section 10(a) Prospectus), other
documents required to be delivered to Plan participants pursuant to Rule 428(b)
or additional information about the Plans and their administrators are
available without charge by contacting:
Multimedia Games, Inc.
7335 South Lewis Avenue, Suite 204
Tulsa, Oklahoma 74136
(918) 494-0576
Frederick E. Roll, Secretary
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 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 Report on Form 10-QSB for the three
months ended December 31, 1996; and
3. 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 Prospectus and
prior to the termination of this offering shall be deemed to
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<PAGE> 16
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
See "Disclosure of Commission Position on Indemnification For Securities Act
Liabilities" in the Prospectus.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Title
4.1 *Articles of Incorporation
4.2 *Bylaws
4.3 *Stock Option Agreement dated October 24,
1992 between the Company
and Larry Montgomery
4.4 *1994 Employee Stock Option Plan
4.5 *1994 Director Stock Option Plan
4.6 **1996 Stock Incentive Plan
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 17)
- ---------------
* Indicates incorporated by reference to the Company's Form 10-KSB
filed with the Commission for the fiscal year ended September 30,
1994.
** Indicates incorporated by reference to the Company's Form 10-KSB
filed with the Commission for the fiscal year ended September 30,
1996.
-14-
<PAGE> 17
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to;
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) include any additional or changed material information
with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) or the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense
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<PAGE> 18
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, 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 11th day of March, 1997.
MULTIMEDIA GAMES, INC.
By: /s/ GORDON T. GRAVES
----------------------------------
Name: Gordon T. Graves
Title: Chairman of the Board
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<PAGE> 19
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Gordon T. Graves and Frederick E. Roll, 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
Gordon T. Graves Chief Executive
Officer and Director Dated: March 11, 1997
/s/ LARRY D. MONTGOMERY
- ---------------------- President and Chief
Larry D. Montgomery Operating Officer
and Director Dated: March 11, 1997
/s/ FREDERICK E. ROLL
- ---------------------- Vice President, Controller
Frederick E. Roll and Chief Financial
Officer Dated: March 11, 1997
/s/ GREGORY N. STERN
- ---------------------- Director Dated: March 11, 1997
Gregory N. Stern
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<PAGE> 20
Exhibit Index
Exhibit No. Title
4.1 *Articles of Incorporation
4.2 *Bylaws
4.3 *Stock Option Agreement dated October 24,
1992 between the Company
and Larry Montgomery
4.4 *1994 Employee Stock Option Plan
4.5 *1994 Director Stock Option Plan
4.6 **1996 Stock Incentive Plan
5.1 Opinion of Hall, Estill, Hardwick, Gable,
Golden & Nelson
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hall, Estill, Hardwick, Gable,
Golden & Nelson (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 17)
- -------------
* Indicates incorporated by reference to the Company's Form 10-KSB filed
with the Commission for the fiscal year ended September 30, 1994.
** Indicates incorporated by reference to the Company's Form 10-KSB filed
with the Commission for the fiscal year ended September 30, 1996.
<PAGE> 1
EX-5.1
Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson
March 11, 1997
Multimedia Games, Inc.
7335 South Lewis Avenue
Suite 204
Tulsa, Oklahoma 74136
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, to be
filed by you with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of your
Common Stock (the "Shares") issued or issuable upon the exercise of options
granted under the Plans referred to therein. As your counsel in connection
with this transaction, we have examined the proceedings taken and proposed to
be taken by you in connection with the issuance of the Shares.
It is our opinion that the Shares, when issued and paid for
in accordance with the terms of the Plans, will be legally and validly issued,
fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
HALL, ESTILL, HARDWICK,
GABLE, GOLDEN & NELSON, P.C.
<PAGE> 1
EX-23.1
Consent of Coopers & Lybrand L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and in the Prospectus constituting a part thereof of our report dated
December 18, 1996, on our audits of the consolidated financial statements of
Multimedia Games, Inc. and Subsidiaries. We also consent to the reference of
our firm under the caption "EXPERTS."
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 11, 1997
