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As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-23123
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO.1
to
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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1993 Salaried Employee Participation Plan
1994 Employee Stock Option Plan
1994 Director Stock Option Plan
1996 Stock Incentive Plan
(Full title of plan)
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Clifton E. Lind, President
Multimedia Games, Inc.
8900 Shoal Creek Blvd., Suite 300
Austin, Texas 78758
(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) 989,895** $ 6.375 $1,593,750.00 $ 421.00**
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* Estimated pursuant to rule 457(c).
** See the "Explanatory Statement" below. 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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EXPLANATORY STATEMENT
On March 11, 1997, the Registrant filed a Registration Statement on Form
S-8 (File No. 333-23123) registering 739,895 shares of its Common Stock, $.01
par value, pursuant to the foregoing Plans. On March 1, 1999, the Registrant
amended its 1996 Stock Incentive Plan to increase the number of shares of Common
Stock issuable thereunder by 250,000 shares. This Post-Effective Amendment
relates to such increase and, pursuant to General Instruction E for registration
statements on Form S-8, the filing fee relates only to such increase.
Pursuant to General Instruction E for registration statements on Form S-8,
the contents of the Registration Statement on Form S-8 (File No. 333-23123),
filed with the Commission on March 11, 1997, are incorporated herein by
reference.
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.
Not required to be filed with this Post-Effective Amendment pursuant to
General Instruction E for registration statements on Form S-8.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Not required to be filed with this Post-Effective Amendment pursuant to
General Instruction E for registration statements on Form S-8.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Title
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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)
ITEM 9. UNDERTAKINGS.
Not required to be filed with this Post-Effective Amendment pursuant to
General Instruction E for registration statements on Form S-8.
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 Post-Effective
Amendment to 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
-------------------------------
Thomas W. Sarnoff
/s/ Ali P. Alizadeh Director Dated: November 30, 2000
-------------------------------
Ali P. Alizadeh
/s/ John Winkelman Director Dated: November 30, 2000
-------------------------------
John Winkelman
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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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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