mgam_8k-031110.htm
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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March
11, 2010
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(Date
of earliest event reported)
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(March
10, 2010)
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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 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2010, the
Board of Directors of Multimedia Games, Inc. (the "Company") approved the
Company's Consolidated Equity Incentive Plan (the "Plan") in order to (i)
simplify the administration of the 2000 Stock Option Plan, the 2001 Stock Option
Plan, the 2002 Stock Option Plan, the 2003 Outside Director Stock Option Plan,
and the 2008 Employment Inducement Award Plan (collectively, the “Prior Plans”)
by combining the share reserves of the Prior Plans that remain available for
issuance and rolling those shares forward to the Plan and (ii) provide a means
whereby employees, officers, directors and consultants of the Company may be
given an opportunity to acquire shares of common stock of the
Company. The Plan was included in the Company's Proxy Statement for
its 2010 Annual Meeting of Shareholders (the "Annual Meeting") as Proposal No. 2
(the "Prior Proposal") and is subject to shareholder approval at the Annual
Meeting to be held on March 23, 2010.
On March
10, 2010, the Board of Directors of the Company approved certain amendments to
the Plan (the "Amended Plan"), which contains revisions to the Prior Proposal
and will become effective immediately upon shareholder approval at the Annual
Meeting. The Amended Plan (i) eliminates the administrator's ability
to implement an Exchange Program, (ii) adds a provision to expressly
prohibit repricing of any awards without prior approval of the Company's
shareholders, (iii) limits the term or the life of the Amended Plan to two years
from the date it is approved by the Company's shareholders and (iv) prohibits
the granting of full value awards without prior approval of the Company’s
shareholders during such two year period.
A copy of
the Amended Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and
the changed portions from the Prior Proposal are highlighted and
underlined.
Any vote
"FOR" or "AGAINST" the Prior Proposal using the proxy card made available to the
shareholders of record by the Company or the voting instruction card made
available to the shareholders of record by their brokerage firm, bank,
broker-dealer, trustee or nominee will be counted as a vote "FOR" or "AGAINST"
the Amended Plan, respectively. Any shareholder of record who already
voted on the Prior Proposal and wishes to change his, her or its vote can do so
by (i) properly executing a proxy of a later date, by phone, internet or mail;
(ii) delivering an executed, written notice of revocation to the Inspector of
Elections, at our principal executive offices, 206 Wild Basin Road South,
Building B, Fourth Floor, Austin, Texas, or a duly executed proxy bearing a date
subsequent to his or her original proxy prior to the date of the Annual Meeting,
or (iii) attending the Annual Meeting and voting in person.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibit listed below is being furnished with this Form 8-K.
Exhibit No.
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Description
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10.1
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Consolidated
Equity Incentive Plan, as amended.
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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:
March 11, 2010
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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
Exhibit No.
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Description
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10.1
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Consolidated
Equity Incentive Plan, as
amended.
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