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:
|
November 17,
2008 |
|
(Date
of earliest event
reported)
|
November 11,
2008 |
Multimedia
Games, Inc.
(Exact
name of Registrant as Specified in its Charter)
000-28318
(Commission
File Number)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
74-2611034
(IRS
Employer
Identification
No.)
|
|
206
Wild Basin Rd., Bldg. B, Suite 400,
Austin,
Texas
(Address
of Principal Executive Offices)
|
78746
(Zip
Code)
|
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):
o Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act 17
CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act 17
CFR
240.13e-4(c))
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 11, 2008, the Board of Directors (the “Board”) of Multimedia Games,
Inc. (the “Company”) approved Amendment 1 (the “Amendment”) to the Company’s
Second Amended and Restated Bylaws, as filed on Form 8-K with the Securities
and
Exchange Commission on December 13, 2007 (the “Bylaws”), to add Section 3.14 in
order to change the vote standard for the election of directors to the Board
from a plurality to a majority of the votes cast in uncontested elections.
A
majority of the votes cast means that the number of shares voted “for” a
director nominee must exceed the number of votes withheld from or cast “against” the
nominee in order for the nominee to be elected. In contested elections where
the
number of director nominees exceeds the number of directors to be elected,
the
applicable vote standard will continue to be a plurality of the votes
cast.
In
addition, the Board approved an amendment to the Bylaws to add Section 3.15
to
require a director nominee who is nominated by a shareholder to state whether,
if elected, the nominee intends to tender any advance resignation notice(s)
requested by the Board in connection with subsequent elections. The Company’s
governance policies provide that the Board expects Board nominees to tender
such
advance resignation, contingent upon the nominee’s failure to receive a majority
vote and the subsequent acceptance of such resignation by the
Board.
The
Amendment is effective as of November 11, 2008. The Amendment is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
3.1
|
Amendment
1 to Second Amended and Restated Bylaws of Multimedia Games,
Inc.,
effective November 11, 2008
|
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.
| |
|
|
| |
MULTIMEDIA
GAMES,
INC. |
|
|
|
| Dated:
November 17, 2008 |
By: |
/s/ Randy
S.
Cieslewicz |
| |
Randy
S. Cieslewicz
Chief
Financial Officer
(Principal
Accounting Officer)
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
3.1
|
Amendment
1 to Second Amended and Restated Bylaws of Multimedia Games,
Inc.,
effective November 11, 2008
|