Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report:
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May
6, 2009
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(Date
of earliest event reported)
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(May
6, 2009)
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Multimedia
Games, Inc.
(Exact
name of Registrant as Specified in its Charter)
000-28318
(Commission
File Number)
Texas
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74-2611034
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer
Identification
No.)
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206
Wild Basin Road South, Bldg. B, Suite 400,
Austin,
Texas
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78746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (512) 334-7500
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive
Agreement
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On May 1,
2009, Multimedia Games, Inc. (“Multimedia”) entered into a comprehensive
settlement agreement with Diamond Game Enterprises, Inc. (“Diamond Game”) to
resolve all claims arising from a November 2004 lawsuit filed by Diamond Game
against Multimedia and several of its former officers, Clifton Lind, Robert
Lannert and Gordon Graves. This settlement agreement was reached
while the parties were engaged in federal mediation and Multimedia did not admit
any wrongdoing as a result of this settlement agreement. Due to this
settlement agreement, Multimedia incurred and accrued an additional $4.2 million
in total expenses (legal fees and settlement expenses). Multimedia
expects to fully fund its portion of the settlement agreement no later than June
8, 2009.
Item 2.02
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Results
of Operations and Financial
Condition.
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On May 6,
2009, Multimedia issued a press release announcing the results for its
fiscal 2009 second quarter, which ended on March 31, 2009, and is
incorporated by reference into this Item 2.02. The full text of the press
release issued in connection with the announcement is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Use of
Non-GAAP Financial Information
Multimedia
uses the non-GAAP measure of EBITDA in its earnings releases. EBITDA is defined
as earnings before interest, taxes, amortization, depreciation, and accretion of
contract rights. Although EBITDA is not a measure of performance calculated in
accordance with GAAP, Multimedia believes the use of the non-GAAP financial
measure EBITDA enhances an overall understanding of Multimedia’s past financial
performance, and provides useful information to the investor because of its
historical use by Multimedia as a performance measure, and the use of EBITDA by
other companies in the gaming equipment sector as a measure of performance.
However, investors should not consider this measure in isolation or as a
substitute for net income, operating income, or any other measure for
determining Multimedia’s operating performance that is calculated in accordance
with GAAP. In addition, because EBITDA is not calculated in accordance with
GAAP, it may not necessarily be comparable to similarly titled measures employed
by other companies. The non-GAAP financial measure included in the press release
has been reconciled to the corresponding GAAP financial measures as required
under the rules of the Securities and Exchange Commission regarding the use of
non-GAAP financial measures.
The
information regarding Item 2.02 in this Form 8-K and the Exhibits attached
hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 9.01.
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Financial
Statements and Exhibits.
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Description
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99.1
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Press
Release, dated May 6, 2009, announcing Multimedia Games, Inc.’s fiscal
2009 second quarter financial
results.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MULTIMEDIA
GAMES, INC.
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Dated:
May 6, 2009
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By:
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Uri
L. Clinton
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General
Counsel
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press
Release, dated May 6, 2009, announcing Multimedia Games, Inc.’s fiscal
2009 second quarter financial
results.
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