-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqZFKFMJA/22bvGComWSzcj9ZdRuq7a5+QC/mXdVWeSrOMz/oqzjxQIYSVn8g4Sc 59lKVrdXWJzR//Ax4XHPpw== 0000950137-05-007130.txt : 20050611 0000950137-05-007130.hdr.sgml : 20050611 20050607161535 ACCESSION NUMBER: 0000950137-05-007130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050606 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050607 DATE AS OF CHANGE: 20050607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWAY GAMES INC CENTRAL INDEX KEY: 0001022080 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222906244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12367 FILM NUMBER: 05883073 BUSINESS ADDRESS: STREET 1: 2704 WEST ROSCOE STREET CITY: CHICAGO STATE: IL ZIP: 60618 BUSINESS PHONE: 7739612222 MAIL ADDRESS: STREET 1: 2704 WEST ROSCOE STREET CITY: CHICAGO STATE: IL ZIP: 60618 8-K 1 c95820e8vk.htm CURRENT REPORT e8vk
 

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): June 6, 2005

MIDWAY GAMES INC.

(Exact Name of Registrant as Specified in Charter)
         
Delaware   1-12367   22-2906244
State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
Incorporation)       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 1.01.    Entry into a Material Definitive Agreement.

     At our annual meeting on June 6, 2005, our stockholders ratified our 2005 Long-Term Incentive Plan (the “2005 Plan”), which was approved by our Board of Directors on March 10, 2005. The effective date of the 2005 Plan is June 6, 2005. The 2005 Plan replaces our 2002, 2000 and 1998 Non-Qualified Stock Option Plans, our 2002, 1999 and 1996 Stock Option Plans and our 1998 Stock Incentive Plan. The shares available for grants under those earlier plans will no longer be available under the those plans, but will instead be available under the 2005 Plan. Awards previously issued under the earlier plans will remain in effect under those plans. However, if such awards expire unexercised or are terminated or forfeited, the shares subject to those awards will become available for awards under the 2005 Plan.

     The 2005 Plan will assist us in implementing a compensation program with a broad range of incentives for motivating our employees, officers, directors and consultants and encouraging them to use their best efforts on our behalf. A maximum of 7,509,384 shares of our common stock are reserved for issuance under the 2005 Plan, consisting of (1) 2,149,320 shares remaining available for grant under the earlier plans as of the effective date of the 2005 Plan; and (2) 5,360,064 shares subject to outstanding awards under the earlier plans as of the effective date of the 2005 Plan, which shares may become available for award under the 2005 Plan in the event of expiration, termination or forfeiture of such awards.

     The 2005 Plan authorizes a broad range of awards, including stock options, stock appreciation rights, restricted stock, other awards based on our common stock, performance shares or other stock-based performance awards, cash-based performance awards tied to achievement of specific performance objectives and other awards. The 2005 Plan is described in detail, along with other information about our outstanding equity awards, and the full text of the 2005 Plan is attached as an appendix to the proxy statement for our 2005 annual meeting of stockholders, which we filed with the SEC on April 29, 2005. That description, and the full text of the 2005 Plan, are incorporated in this report by this reference.

Item 9.01    Financial Statements and Exhibits.

(c)     Exhibits

     
Exhibit No.   Description
 
10.1   Midway Games Inc. 2005 Long-Term Incentive Plan, incorporated by reference from Appendix C to our proxy statement for our 2005 Annual Meeting of Stockholders.

 

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.
 		  
June 7, 2005  By:   /s/ David F. Zucker    
    David F. Zucker   
    President and Chief Executive Officer   
 

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