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As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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MULTIMEDIA GAMES, INC.
(Exact name of registrant as specified in its charter)
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Texas 74-2611034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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8900 Shoal Creek Blvd., Suite 300 78757
Austin, Texas (Zip Code)
(Address of principal executive offices)
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1998 President's Plan
1998 Senior Executive Stock Option Plan
2000 Stock Option Plan
(Full title of plan)
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Clifton E. Lind, President
Multimedia Games, Inc.
8900 Shoal Creek Blvd., Suite 300
Austin, Texas
(512) 371-7100
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE* FEE*
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<S> <C> <C> <C> <C>
Common Stock,
($.01 par value) 888,000 ** $ 6.375 $5,661,000 $1,495.00
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*Estimated pursuant to rule 457(c).
**Includes awards that may be granted pursuant to the foregoing Plans and an
indeterminate number of shares of Common Stock that may become issuable
pursuant to the antidilution provisions of such Plans.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information required by Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule
428(b), and any additional information about the Plan and its administrators
are available without charge by contacting:
Multimedia Games, Inc.
8900 Shoal Creek Boulevard, Suite 300
Austin, Texas 78758
(512) 371-7100
Clifton E. Lind, President
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission by the
Company (Commission File No.0-28318) for purposes of the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference:
1. the Company's Annual Report on Form 10-K for the year ended
September 30, 1999;
2. the Company's Quarterly Report on Form 10-Q for the three
months ended December 31, 1999;
3. the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 2000;
4. the Company's Quarterly Report on Form 10-Q for the three
months ended June 30, 2000;
5. the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated April 22, 1996.
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All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference will be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws authorize the Company to indemnify any present
or former director, officer, employee, or agent of the Company, or a person
serving in a similar post in another organization at the request of the
Company, against expenses, judgments, fines, and amounts paid in settlement
incurred by him in connection with any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, to the fullest extent not prohibited by the Texas Business
Corporation Act, public policy or other applicable law. Article 202 of the
Texas Business Corporation Act authorizes a corporation to indemnify its
directors, officers, employees, or agents in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the
Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit No. Title
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4.1 Stock Option Plan and Agreement - 1998 President's Plan
4.2 1998 Senior Executive Stock Option Plan
4.3 2000 Stock Option Plan
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson,
P.C.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of PricewaterhouseCoopers, LLP
23.3 Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson,
P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 5)
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to;
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Austin, State of Texas on the 30th
day of November, 2000.
MULTIMEDIA GAMES, INC.
By: /s/ Clifton E. Lind
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Name: Clifton E. Lind
Title: President
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Clifton E. Lind and Frank W. Rehanek, Jr., 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.
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/s/ Gordon T. Graves Chairman of the Board,
----------------------------- Chief Executive Officer
Gordon T. Graves and Director Dated: November 30, 2000
/s/ Clifton E. Lind President, Chief Operating
----------------------------- Officer and Director Dated: November 30, 2000
Clifton E. Lind
/s/ Frank W. Rehanek, Jr. Controller and
----------------------------- Principal Financial Officer Dated: November 30, 2000
Frank W. Rehanek, Jr.
/s/ Larry D. Montgomery Vice Chairman of the
----------------------------- Board and Director Dated: November 30, 2000
Larry D. Montgomery
/s/ Thomas W. Sarnoff Director Dated: November 30, 2000
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Thomas W. Sarnoff
/s/ Ali P. Alizadeh Director Dated: November 30, 2000
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Ali P. Alizadeh
/s/ John Winkelman Director Dated: November 30, 2000
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John Winkelman
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Stock Option Plan and Agreement - 1998 President's Plan
4.2 1998 Senior Executive Stock Option Plan
4.3 2000 Stock Option Plan
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson,
P.C.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of PricewaterhouseCoopers, LLP
23.3 Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson,
P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 5)
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