<PAGE> 1
As filed with the Securities and Exchange Commission on January 6, 1997
Registration No. 333-16729
================================================================================
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>
<S> <C> <C>
Texas 7335 South Lewis Avenue, Suite 204 74-2611034
(State or other Tulsa, Oklahoma 74136 (I.R.S. Employer
jurisdiction of (918) 494-0576 Identification No.)
incorporation or (Address, including zip code, and telephone
organization) number, including area code, of registrant's
principal executive offices)
</TABLE>
-------------------------------
Mike Howard
Multimedia Games, Inc.
7335 South Lewis Avenue, Suite 204
Tulsa, Oklahoma 74136
(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.
<PAGE> 2
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: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum
Title of Each Class Amount to be Proposed Maximum Aggregate Offering Amount of
of Securities to be Registered* Offering Price Per Price* Registration Fee*
Registered Unit*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 2,348,421 $4.85 $11,375,164.00 $3,448.00
=====================================================================================================================
</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 January 3, 1997.
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.
-ii-
<PAGE> 3
PROSPECTUS
MULTIMEDIA GAMES, INC.
2,348,421 SHARES
COMMON STOCK, $.01 PAR VALUE
This Prospectus relates to 2,348,421 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"). 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 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 January 3, 1997, the last reported sale price of the
Common Stock was $4.875 per share.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS.
(This cover page is continued on the following page)
<PAGE> 4
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. However, included in the Shares are 175,000 shares
of Common Stock issuable upon the exercise of warrants at a purchase price of
$3.50 per share. If the warrants are exercised in full, the Company will receive
$612,500 of proceeds therefrom. The Company will bear all costs relating to the
registration of the Shares (other than filing fees under the Securities Act
which are estimated to be approximately $40,000. 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, Inc.
(see "Selling Stockholders").
The date of this Prospectus is January 7, 1997.
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<PAGE> 5
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-3 (the "Registration Statement") filed on November 25, 1996, as 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
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<PAGE> 6
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.
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; and
2. 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.
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<PAGE> 7
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> 8
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> 9
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.
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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.
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<PAGE> 11
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. 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 anticipates
experiencing 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 companies to
predict with certainty the outcome of planned actions.
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<PAGE> 12
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 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 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.
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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 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
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<PAGE> 14
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 December 13, 1996, there were outstanding immediately
exercisable stock options to purchase an aggregate of 140,418 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 404,970 shares of
Common Stock at exercise prices ranging from $1.50 to $6.60 per share (including
the 175,000 shares of Common Stock issuable upon the exercise of the warrants
that are included in the Shares offered hereby). 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 392,082 shares of
Common Stock at exercise prices ranging from $1.50 to $4.375 per share, that are
generally exercisable in equal annual increments over the next four years
commencing in 1997 and an option to exchange interests in AGN for up to 412,000
shares of Common Stock at the equivalient of $3.00 per share. The Company's
Series A Preferred Stock is also convertible commencing in January 1997 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 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. However, included in the Shares are
175,000 shares of Common Stock issuable upon the exercise of warrants at $3.50
per share. If the warrants are exercised in full, the Company will receive
$612,500 of proceeds therefrom.
SELLING STOCKHOLDERS
The following table sets forth for each Selling Stockholder, as of
December 13, 1996, the number of shares of Common Stock beneficially owned by
such Selling Stockholder prior to this offering, the maximum number of Shares to
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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 by each Selling Stockholder constitute all of the
shares of Common Stock beneficially owned by each Selling Stockholder.
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<TABLE>
<CAPTION>
Shares Shares Shares Beneficially
Beneficially Being Owned After Offering(1)
Owned Prior to Offered
Offering
Name Number Number Number
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<S> <C> <C> <C>
Frank J. Skelly, III (4) 125,000 125,000 -
Craig Gross (4) 125,000 125,000 -
Graff Pay-Per-View, Inc. (2) 175,000 175,000 -
Stanley Snyder (3) 8,333 8,333 -
Harry G. & Diana A. Mohrman JTTEN (7) 13,166 13,166 -
Theo Muller (3) 16,667 16,667 -
Neil Ragin (7) 24,500 24,500 -
The Bridge Fund N.V. (3) 16,667 16,667 -
M.H. Meyerson & Co., Inc. (3) 16,667 16,667 -
Ronald & Joyce Heller (3) 8,333 8,333 -
Helaine Kaplan (3) (5) 41,667 41,667 -
Seymour Matusow (3) 8,333 8,333 -
Vincent Ferrante (3) 8,333 8,333 -
Jay Haft (7) 14,333 14,333 -
Kenneth Koock (3) 16,667 16,667 -
Michael Miller (7) 130,834 130,834 -
Bette Nagelberg (3) 4,166 4,166 -
Delaware Charter Guarantee & Trust 27,500 27,500 -
Co. FBO: David S. Nagelberg (7)
Edwin Green (3) 8,333 8,333 -
lnterpacific Capital Corp. (3) 166,670 166,670 -
Stanley A. Kaplan (7) 80,667 80,667 -
Peter Wolf (3) 4,166 4,166 -
W. Donald DeWitt (7) 10,166 10,166 -
Frank J. Faltus (7) 10,166 10,166 -
Delaware Charter Guarantee & Trust 23,333 23,333 -
Co. FBO: Ronald Heller, IRA (7)
Jerry Kaplan (7) 19,166 19,166 -
Galaxy Investments (3) 70,834 70,834 -
Alfred A. Romano (7) 30,500 30,500 -
Melvin & Mindy Lax (3) 4,166 4,166 -
Murat & Ender Agirnasli (3) 16,667 16,667 -
Dr. Paul Brandoff (3) 4,166 4,166 -
United Growth Fund (3) 8,333 8,333 -
Creative Business Strategies, Inc. (3) 4,166 4,166 -
T. Richardson (3) 8,333 8,333 -
Kanter Family Foundation (3) 33,334 33,334 -
Ellis Belodoff (3) 8,333 8,333 -
Robert J. Blackwell (3) 16,667 16,667 -
Geraldine Kelly (3) 16,667 16,667 -
Amarika (3) 4,166 4,166 -
Edmond O'Donnell (7) 42,500 42,500 -
Walnut Capital corp. (3) 33,334 33,334 -
Stan Osowski (3) 4,166 4,166 -
</TABLE>
-14-
<PAGE> 17
<TABLE>
<CAPTION>
Shares Shares Shares Beneficially
Beneficially Being Owned After Offering(1)
Owned Prior to Offered
Offering
Name Number Number Number
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Albert Feuerstein (3) 8,333 8,333 -
Dennis Ducasse (3) 16,667 16,667 -
Michael Metter (3) 13,333 13,333 -
Richard Lee Lottes (3) 16,667 16,667 -
Universal Partners, LLP (7) 68,333 68,333 -
Jasmineville Corp N.V. (3) 8,333 8,333 -
Kenneth Orr (3) 53,334 53,334 -
Frank Bassolino (3) 8,333 8,333 -
Caribou Bridge Fund, LLC (3) 16,667 16,667 -
Windy City, Inc. (3) 4,166 4,166 -
Quad Capital Partners (3)(5) 16,667 16,667 -
Burton Schwartz (3) 16,667 16,667 -
Champion Motor Group, Inc. (3) 16,667 16,667 -
Bernard Ruback (3) 16,667 16,667 -
Joseph Ende (3) 16,667 16,667 -
Dean Zachman (3) 10,333 5,000 5,333
G.W. Egermayer, Jr. (3) 20,000 10,000 10,000
Jonathan & Mathew Semon (3) 16,667 16,667 -
M.S. Farrell Holdings (3) 33,334 33,334 -
Leonard Anderson (3) 8,000 8,000 5,000
Michael Crowther (3) 21,667 16,667 5,000
Morris Stellar (3) 31,667 16,667 -
Neil Bellett (3) 16,667 16,667 -
Michael Freiss (3) 4,166 4,166 -
Baystate Development Trust (3) 8,333 8,333 -
First National Trust Assc:
FBO Roger A. Granberg (3) 8,333 8,333 -
John N. Oertel (3) 9,166 6,666 2,500
Alliance Capital (6) 33,900 33,900 -
Joanne Antonelli (6) 3,000 3,000 -
John A. Bencivenga (6) 6,000 6,000 -
Ken Bernstein & Lori Bernstein JTTEN (6) 6,000 6,000 -
Paul M. Brandoff DDS & Brenda J. Brandoff 6,000 6,000 -
JTTEN (6)
Creative Investment Services, Inc. Profit
Sharing Plan (6) 6,000 6,000 -
William Dearman (6) 15,000 15,000 -
Jack Desantis & Caroline Desantis JTTEN (6) 9,000 9,000 -
Hal Ellman & Barbara Ellman JTTEN (6) 3,000 3,000 -
Vincent Ferrante & Louise Ferrante JTTEN (6) 12,000 12,000 -
Judith Filosa & Ronald Filosa JTTEN (6) 3,000 3,000 -
Lawrence K. Fleischman (6) 15,000 15,000 -
Kenneth J. Friedman (6) 4,500 4,500 -
Christopher Giarraputo (6) 6,000 6,000 -
Steven J. Goodman (6) 12,000 12,000 -
Linda Green & Edwin Green JTTEN (6) 9,000 9,000 -
Ray Halliwell (6) 6,000 6,000 -
Beverly Hoffman (6) 3,000 3,000 -
</TABLE>
-15-
<PAGE> 18
<TABLE>
<CAPTION>
Shares Shares Shares Beneficially
Beneficially Being Owned After Offering(1)
Owned Prior to Offered
Offering
Name Number Number Number
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Inverness Investments Ernest Mathis Profit 6,000 6,000 -
Sharing Plan (6)
Craig Kadamian & Deborah Lepore Kadamian
JTTEN (6) 3,000 3,000 -
Andrew Kaplan (6) 12,000 12,000 -
Eileen A Kaplan (6) 12,000 12,000 -
Irwin Kaplan (6) 6,000 6,000 -
Lawrence Kaplan & Helaine Kaplan JTTEN (6)(5) 60,000 60,000 -
Michael Kospoff & Patricia Rothbardt JTTEN (6) 3,000 3,000 -
Joseph Kavanaugh & Michelle Kavanaugh JTTEN (6) 6,000 6,000 -
Rudolph Koubeck, Jr. (6) 3,000 3,000 -
Christian Lange & Teresa Lange JTTEN (6) 6,000 6,000 -
Melvin Lax (6) 6,000 6,000 -
Robert Leffler (6) 3,000 3,000 -
Andre J. Menaro (6) 6,000 6,000 -
Frederick Modlin & Claire Modlin JTTEN (6) 3,000 3,000 -
Bernard Pismeny & Miriam Pismeny JTTEN (6) 4,500 4,500 -
Abraham H Rosenberg (6) 18,000 18,000 -
Kenneth S. Roth (6) 7,200 7,200 -
Lawrence Rubinstein (6) 6,000 6,000 -
Andrew Ruotolo (6) 9,000 9,000 -
Don A Sanders (6) 15,000 15,000 -
Seymore Zwickler Revocable Trust (6) 6,000 6,000 -
Barry Siegel (6) 4,500 4,500 -
Frederick G Treiber (6) 3,000 3,000 -
Bruce H. Wallach (6) 2,400 2,400 -
Lawrence Kaplan (5)(6) 39,375 39,375 -
Jonathon Goodson (8) 83,523 27,273 56,250
David A. Cole 3,000 3,000 -
Marvin Burke 6,667 6,667 -
Thoroughbred Carpets 9,000 9,000 -
Severin Peterson 9,000 9,000 -
Mary Elizabeth Lewis 3,000 3,000 -
Daniel Sarnoff (9) 35,607 7,273 28,334
--------- --------- -------
Total Selling Stockholders 2,470,838 2,348,421 122,417
</TABLE>
- ----------------------------------
(1) Assumes the sale of all Shares offered hereby. Does not include
2,042,143 shares of Common Stock that are subject to warrants held by
the Selling Stockholders that are not exercisable until August 12,
1997. Based upon 4,026,783 shares of Common Stock outstanding on
December 13, 1996.
(2) Consists of shares of Common Stock that may be acquired upon the
exercise of warrants at an exercise price of $3.50 per share.
Pursuant to an agreement with Walsh Manning Securitites, Inc. ("Walsh
Manning"), Graff, Pay-Per-View, Inc. agreed not to sell any such
shares for a period of 12 months without the prior consent of Walsh
Manning.
(3) In November, 1996, the Company completed the private placement of the
Shares to the Selling Stockholders designated in footnote (3) (the
"November Placement"). Walsh, Manning Securities, Inc. acted as
placement agent for the Company in the November Placement and in
connection therewith, each such Selling Stockholder (i) agreed not to
sell any of such Shares for 18 months without the prior 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.
(4) Messrs. Skelly and Gross are the sole shareholders of Walsh Manning.
by footnote (3), as well as other securities. The Shares owned by
Messrs. Skelly and Gross were purchased from the Company in August
1996 at $2.75 per share. The consideration for each purchase was a
10.5% one-year promissory note of the purchaser.
(5) Lawrence Kaplan is an advisor to the Company's Board of Directors and
is a principal in G-V Capital, Inc. Helaine Kaplan is Mr. Kaplan's
spouse and Mr. Kaplan is a partner in Quad Capital Partners.
(6) In March 1996, the Company completed the private placement of the
Shares to the Selling Stockholders designated in the Table above
by footnote (6). (the "March Placement") G-V Capital, Inc., acted as
placement agent for the Company in the March Placement and in
connection therewith, each such Selling Stockholder agreed not to
resell such shares for a period of one year following the registration
thereof under the Securities Act without the consent of G-V Capital,
Inc. In connection with the November Placement, G-V Capital, Inc.,
agreed with Walsh Manning not to waive its rights under said
agreements without the consent of Walsh Manning.
(7) Indicates that a portion of the Shares held by the Selling Stockholder
were acquired in the March Placement and a portion in the November
Placement and that such Shares are, in the aggregate, subject to the
agreements referred to in notes (3) and (6).
(8) Includes 18,750 Shares issuable upon the exercise of warrants
currently exercisable at $4.00 per share and 37,500 Shares issuable
upon the conversion of Series A Preferred Stock that becomes
convertible in January 1997.
(9) Includes 28,334 shares issuable upon the exercise of stock options
currently exercisable at prices ranging from $2.00 to $4.00 per share.
Mr. Sarnoff is an officer and formerly a director of the Company.
-16-
<PAGE> 19
All of the Shares were issued pursuant to agreements of the Company
(the "Registration Agreements") whereby the Company has agreed to keep the
Registration Statement of which this Prospectus forms a part continuously
effective until the first date on which none of the Shares held by the Selling
Stockholders constitute "Registrable Securities." A Share ceases to be a
"Registrable Security" (i) when it has been disposed of pursuant to the
Registration Statement; (ii) when it has been sold pursuant to Rule 144 (or any
successor provision) under the Securities Act; (iii) when it has otherwise been
transferred and a new certificate representing such Share not bearing a legend
restricting further transfer has been delivered by the Company; (iv) with
respect to a particular Selling Stockholder, on the date on which all of such
Selling Stockholder's remaining Shares could be sold in a single transaction in
compliance with Rule 144 under the Securities Act; or (v) when it ceases to be
outstanding.
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 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.
-17-
<PAGE> 20
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.
Under the Registration Agreements, the Company has agreed to bear all
of the expenses of registration of the Shares under the federal and state
securities laws, other than filing fees. Such expenses payable by the Company
are currently estimated to be $40,000.
The Company has advised the Selling Stockholders that the
anti-manipulative Rules 10b-5, 10b-6 and 10b-7 under the Exchange Act may apply
to their sales in the market, has furnished each Selling Stockholder with a
copy of these Rules 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.
Pursuant to the Registration Agreements, the Company has agreed to
indemnify the Selling Stockholders against certain liabilities, including
certain potential liabilities under the Act, or to contribute to payments the
Selling Stockholders may be required to make in respect thereof.
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 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,
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 10,000 shares of Common
Stock.
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
-18-
<PAGE> 21
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.
-19-
<PAGE> 22
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:
Securities and Exchange Commission Registration Fee . . . . . . . $ 3,737.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . 7,000.00
Attorneys' Fees and Expenses . . . . . . . . . . . . . . . . . . . 7,000.00
Printing Fees and Expenses . . . . . . . . . . . . . . . . . . . . 3,500.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . 2,500.00
Nasdaq Listing Fees . . . . . . . . . . . . . . . . . . . . . . . 7,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 8,763.00
Total . . . . . . . . . . . . . . . . $40,000.00
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
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)
25.1 *Power Of Attorney (contained on page II-4)
* Previously submitted
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
II-1
<PAGE> 23
(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,
II-2
<PAGE> 24
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-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 6th day of January, 1997.
MULTIMEDIA GAMES, INC.
By: /s/ GORDON T. GRAVES
--------------------------------
Name: Gordon T. Graves
Title: Chairman of the Board
II-3
<PAGE> 25
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.
<TABLE>
<S> <C> <C>
/s/ GORDON T. GRAVES Chairman of the Board
- -------------------------------- Chief Executive
Gordon T. Graves Officer and Director Dated: January 6, 1997
* President and Chief
- -------------------------------- Operating Officer
Larry Montgomery and Director Dated: January 6, 1997
* Vice President, Chief
- -------------------------------- Financial Officer and
Frederick E. Roll Controller Dated: January 6, 1997
Director Dated: January 6, 1997
- --------------------------------
Gregory Stern
*By Gordon T. Graves
----------------------------
Attorney-In-Fact
</TABLE>
II-4
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
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)
23.3 *Power of Attorney
</TABLE>
* Previously submitted
<PAGE> 1
Exhibit 5.1
January 6, 1997
Multimedia Games, Inc.
7335 South Lewis Avenue
Tulsa, Oklahoma 74136
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by you
with the Securities and Exchange Commission on November 25, 1996, as amended by
Amendment No. 1 thereto proposed to be filed by you in connection with the
registration under the Securities Act of 1933, as amended, of 2,348,421 shares
of your Common Stock (the "Shares") to be offered for sale for the benefit of
certain selling shareholders, of which 2,173,421 shares are issued and
outstanding (the Outstanding Shares") and 175,000 shares are issuable upon the
exercise of warrants (the "Warrant Shares"). The Shares are to be sold from
time to time in the over- the-counter market at prevailing prices or as
otherwise described in the Registration Statement. As your counsel in
connection with this transaction, we have examined the proceedings proposed to
be taken in connection with said sale of the Shares.
It is our opinion that (i) the Outstanding Shares are legally and
validly issued, fully paid, and nonassessable, and (ii) the Warrant Shares,
when issued and paid for in accordance with the terms of the Warrants, 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
II-5
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 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
January 6th, 1997
II-6
