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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July
23, 2009
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(Date
of earliest event reported)
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(July
22, 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 July
22, 2009, two wholly-owned subsidiaries of Multimedia Games, Inc., a Texas
corporation (the “Company”), MGAM Systems, Inc., a Delaware corporation, and
MegaBingo, Inc., a Delaware corporation (together, the “Subsidiaries”), entered
into a Third Amendment to Credit Agreement, dated as of such date, with Comerica
Bank, in its capacity as agent (the “Amendment”), which amended the Credit
Agreement, dated as of April 27, 2007, by and among the Subsidiaries,
certain financial institutions and Comerica Bank, as agent for such financial
institutions, as amended by (1) that certain letter amendment, dated as of
June 6, 2007, by and among the Subsidiaries, such financial institutions
and Comerica Bank, (2) the Amendment to Credit Agreement, dated as of
October 26, 2007, by and among the Subsidiaries and Comerica Bank, and
(3) the Second Amendment to Credit Agreement, dated as of December 20, 2007, by
and among the Subsidiaries and Comerica Bank (as amended, the “Existing
Agreement”). The Amendment amends the Existing Agreement by, among other things,
(i) reducing the total borrowing capacity of the credit facility to $125
million from the previous total borrowing of $150 million; (ii) including a
LIBOR floor of 2%; (iii) amending the definition of EBITDA to include
several items, including, but not limited to, (a) legal costs and settlement
fees incurred in the trailing four-quarter period related to litigation with
Diamond Game Enterprises, Inc., which was settled on May 1, 2009; (b) all
non-cash stock-based compensation expenses; (c) up to $7 million of non-cash
impairment charges taken in the fiscal quarters ended September 30, 2008,
December 31, 2008 and March 31, 2009; and (d) up to $10 million, in the
aggregate, of additional non-cash asset impairment charges for assets originated
or put into service prior to June 30, 2008. In connection with the
Amendment, the Company paid a onetime fee of 25.0 basis points of the total
current outstanding borrowing as well as other customary fees associated with
the Amendment. The credit facilities under the Existing Agreement, as
amended by the Amendment, have now been fully syndicated.
The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amendment which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
into this report by reference.
Item 2.02
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Results
of Operations and Financial
Condition.
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On July 23, 2009, the Company
issued a press release announcing the Amendment. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated by reference
herein. Additionally, the Company reported that outstanding
borrowings under the
Existing Agreement totaled
approximately $83.4 million as of June 30, 2009, compared to outstanding borrowings of
approximately $97.5
million as of March 31,
2009. The Company will report financial results for
its fiscal 2009 third quarter for the period ended June 30, 2009, on Wednesday, August 5, 2009.
The
information regarding Item 2.02 in this Form 8-K and the Exhibit 99.1 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 2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
disclosure required by this item is included in Item 1.01 of this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01.
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Financial
Statements and Exhibits.
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Description
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10.1*
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Third
Amendment to Credit Agreement by and among MGAM Systems, Inc., MegaBingo,
Inc. and Comerica Bank, dated as of July 22, 2009.
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99.1 |
Press
Release of Multimedia Games, Inc., dated July 23,
2009. |
* Certain
confidential portions of this exhibit have been omitted and filed separately
with the Securities and Exchange Commission under a confidential treatment
request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
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: July
23, 2009
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By:
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/s/
Uri L. Clinton
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Uri
L. Clinton
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Senior
Vice President, General Counsel and Corporate
Secretary
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EXHIBIT
INDEX
Number
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Description
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10.1*
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Third
Amendment to Credit Agreement by and among MGAM Systems, Inc., MegaBingo,
Inc. and Comerica Bank, dated as of July 22, 2009.
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99.1
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Press
Release of Multimedia Games, Inc., dated July 23,
2009.
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* Certain
confidential portions of this exhibit have been omitted and filed separately
with the Securities and Exchange Commission under a confidential treatment
request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.