8-K

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 (Date of earliest event reported): October 3, 2005

MIDWAY GAMES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12367	22-2906244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2704 West Roscoe Street, Chicago, Illinois 60618
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (773) 961-2222

     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 3.02 Unregistered Sales of Equity Securities.

     On October 3, 2005, we issued an aggregate of 199,385 shares of our common stock to nine persons as consideration for all of the shares of capital stock of The Pitbull Syndicate Limited, a game development studio based in Newcastle, UK (“Pitbull”). 18,089 of these shares will be held in escrow for up to three years to cover potential indemnification obligations of some of the selling stockholders to Midway. Seven of the nine selling stockholders are currently employees of Pitbull and will continue as employees (the “Employee Stockholders”). The Employee Stockholders have agreed not to sell their shares of Midway common stock except in accordance with contractual restrictions. A total of 112,288 shares may be sold immediately; an additional 33,498 shares may be sold after October 3, 2006; an additional 26,800 shares may be sold after October 3, 2007, and an additional 26,799 shares may be sold after October 3, 2008.

     Up to 87,097 of the shares of our common stock issued to the Employee Stockholders may be forfeited in accordance with the following schedule if an Employee Stockholder voluntarily terminates his employment or his employment is terminated by us for cause prior to the expiration of three years from the acquisition date (an “Employment Termination Event”): 33,498 shares will be forfeited if there is an Employment Termination Event prior to October 3, 2006; 26,800 shares will be forfeited if there is an Employment Termination Event prior to October 3, 2007; and 26,799 shares will be forfeited if there is an Employment Termination Event prior to October 3, 2008.

     The issuance of the shares of common stock in this transaction was exempt from registration by reason of the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as each of the persons acquiring the shares was located outside of the U.S. and was not a U.S. person at the time of the issuance, the offer and sale of the shares occurred outside of the U.S., and appropriate agreements and representations under Regulation S were made.

     In addition, on October 3, 2005, we issued an aggregate of 25,146 shares of our common stock to eleven employees of Pitbull as retention incentives. These shares have restrictions on sale that lapse as to 10,780 shares on October 3, 2006; as to an additional 7,183 shares on October 3, 2007; and as to the remaining 7,183 shares on October 3, 2008. The securities were issued to employees without consideration. The issuance of the securities is exempt from registration as it was not within the purview of the Securities Act of 1933, because the issuance is without consideration and therefore is not a “sale” under Section 2(a)(3) thereof. We have agreed to register the shares underlying the rights for sale by the holders.

     We have agreed to register under the Securities Act of 1933 the resale of the shares of our common stock issued to the selling stockholders of Pitbull as acquisition consideration and the shares of our common stock issued to employees of Pitbull as retention incentives.

Item 8.01 Other Events.

     On October 4, 2005, we issued a press release announcing our acquisition on October 3, 2005 of The Pitbull Syndicate Limited. A copy of the press release is attached to this report as Exhibit 99.1. Exhibit 99.1 is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release of Midway Games Inc. dated October 4, 2005.

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.

	MIDWAY GAMES INC.
October 4, 2005	By:	/s/ David F. Zucker
		David F. Zucker
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Midway Games Inc. dated October 4, 2005.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:
Geoffrey Mogilner	Reilly Brennan	Joseph N. Jaffoni, Carol Young
Midway (Investors)	Midway (Media)	Jaffoni & Collins Incorporated
(773) 961-2222	(773) 961-2557	(212) 835-8500
gmogilner@midway.com	rbrennan@midway.com	mwy@jcir.com

MIDWAY ACQUIRES U.K. DEVELOPER PITBULL SYNDICATE

- Developer of Highly-Anticipated L.A. RUSH Extends Midway’s U.K. Presence -

CHICAGO, Illinois, October 4, 2005 – Midway Games Inc. (NYSE:MWY), a leading interactive entertainment publisher and developer, announced today that it has acquired The Pitbull Syndicate Limited, an accomplished game development studio based in Newcastle, UK. Midway acquired the privately-held developer in a primarily stock transaction for 199,385 Midway shares, subject to potential customary post-closing adjustments. The studio is currently developing Midway’s highly-anticipated L.A. RUSH^TM along with additional next generation projects. The studio will be renamed Midway Studios – Newcastle.

Midway’s president and chief executive officer David F. Zucker commented, “We have been collaborating with Pitbull on the upcoming reinvention of our RUSH franchise, L.A. RUSH, which we anticipate will be launching in October. This close-knit team of highly talented developers brings to Midway a successful track record, specifically the Test Drive series, of which three titles have sold over one million units. L.A. RUSH will be the first title in our co-marketing relationship with MTV, and we are excited to add the creative force behind this title to our expanding internal development staff.”

Midway’s senior vice president – worldwide studios Matt Booty said, “Pitbull has mastered the art and science of arcade-style racers, with sophisticated technology that allows huge free-roaming environments, hundreds of destructible objects, and an advanced artificial intelligence system capable of handling more than 100 vehicles at once. Pitbull will form the foundation of Midway’s future racing games, and we are excited to expand our international presence in one of the strongest regions for game development talent in the UK.”

Based in Newcastle, UK, The Pitbull Syndicate Limited was established in December 1996 by a small group of programmers and artists who specialize in racing games, producing four games in the Test Drive series, which has sold over 5.5 million units throughout the life of the franchise.

In addition to shares issued as consideration for the acquisition of Pitbull, 25,146 restricted shares of Midway common stock were issued to key Pitbull employees as retention incentives. The restrictions on the shares will lapse over a period of three years, provided the employee remains at the Company. Pitbull employees who received the rights were: Pete Brace, Ian Copeland, Gavin Freyberg, Jonathan Kay, Daren Kelly, Mark Leadbeater, Ben Marsh, Chris McClure, Stewart Neal, Mark Wilkinson, and Chris Wood.

About Midway
Midway Games Inc. (NYSE:MWY), headquartered in Chicago, Illinois, with offices throughout the world, is a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. More information about Midway and its products can be found at www.midway.com.

This press release contains “forward-looking statements” within the meaning of the federal securities laws concerning future business conditions and the outlook for Midway Games Inc. (the “Company”) based on currently available information that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties, including, without limitation, the financial strength of the interactive entertainment industry, dependence on new product introductions and the ability to maintain the scheduling of such introductions, the upcoming console platform transition and other technological changes, dependence on major platform manufacturers and other risks more fully described under “Item 1. Business — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and in the more recent filings made by the Company with the Securities and Exchange Commission.

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