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): September 14, 2005

MIDWAY GAMES INC.

(Exact Name of Registrant as Specified in Charter)

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

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

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 8.01      Other Events

     On September 14, 2005, Midway Games Inc. (“Midway”) issued a press release relating to the pricing of a private offering (“Private Offering”) of $65 million aggregate principal amount of its 6% Convertible Senior Notes due 2025 (the “Notes”). A copy of the press release is attached to this report as Exhibit 99.1. Exhibit 99.1 is incorporated herein by this reference.

     On September 15, 2005, Midway issued a press release announcing that the initial purchasers of the Private Offering had exercised in full their option to purchase an additional $10 million of the Notes. A copy of the press release is attached to this report as Exhibit 99.2. Exhibit 99.2 is incorporated herein by this reference.

     The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of the Notes. The Notes to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Item 9.01      Financial Statements and Exhibits.

(c)      Exhibits

Exhibit No.	Description
99.1	Press Release of Midway Games Inc. dated September 14, 2005.
99.2	Press Release of Midway Games Inc. dated September 15, 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.
September 15, 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 September 14, 2005.
99.2	Press Release of Midway Games Inc. dated September 15, 2005.

EX-99.1

Exhibit 99.1

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

MIDWAY PRICES $65 MILLION OF CONVERTIBLE SENIOR NOTES

CHICAGO, Illinois, September 14, 2005 — Midway Games Inc. (NYSE:MWY) announced today the pricing of its offering of $65 million of Convertible Senior Notes due 2025. The notes are general unsecured obligations of Midway and will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.

The notes will bear interest at a rate of 6% per year and will be convertible into Midway common stock, at the option of the holders, at a conversion rate of 56.3253 shares per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $17.75. The conversion price represents a 10% premium over the closing price of Midway common stock on the New York Stock Exchange on September 13, 2005. There may be an increase in the conversion rate of the notes under certain circumstances.

Holders may require Midway to purchase for cash all or part of their notes on April 30, 2009, September 30, 2010, September 30, 2015, and September 30, 2020, or upon the occurrence of certain events, at 100% of the principal amount of the notes plus accrued and unpaid interest and additional interest, if any, up to, but not including, the date of purchase. Midway may redeem for cash all or a portion of the notes at any time on or after October 5, 2010, at 100% of the principal amount of the notes plus accrued and unpaid interest and additional interest, if any, up to, but not including, the date of redemption.

The offering is expected to close on September 19, 2005, subject to customary closing conditions. Midway has granted the initial purchasers of the notes an option to purchase, within 30 days from September 13, 2005, up to an additional $10 million aggregate principal amount of notes.

Midway intends to use the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures and future acquisitions of, or strategic alliances with, development companies or other companies involved in the development or production of video games.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The notes and the common stock issuable upon conversion of the notes have not been

registered under the Securities Act of 1933 or applicable state securities laws. Unless so registered, the notes and common stock issuable upon conversion of the notes may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

About Midway Games
Headquartered in Chicago, IL with offices in San Diego, CA, Seattle, WA, Austin, TX, Los Angeles, CA, Munich, Germany, London, UK, and Adelaide, AUS, Midway Games Inc. (NYSE:MWY) is a leading developer and publisher of interactive entertainment software for major video game systems. More information about Midway can be obtained 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, adequacy of capital resources 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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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

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

MIDWAY ANNOUNCES EXERCISE OF OPTION TO
PURCHASE ADDITIONAL CONVERTIBLE SENIOR NOTES

CHICAGO, Illinois, Sept. 15, 2005 — Midway Games Inc. (NYSE:MWY) announced today that the initial purchasers in its previously announced private offering of $65 million of 6% Convertible Senior Notes due 2025 have exercised in full their option to purchase an additional $10 million principal amount of notes. The purchase agreement granted the underwriters 30 days to exercise this option. It is expected that the closing relating to the full $75 million principal amount of notes will occur on September 19, 2005, subject to the satisfaction of customary closing conditions.

Offers and sales of the notes will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act or applicable state securities laws. Unless so registered, the notes and common stock issuable upon conversion of the notes may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

About Midway Games
Headquartered in Chicago, IL with offices in San Diego, CA, Seattle, WA, Austin, TX, Los Angeles, CA, Munich, Germany, London, UK, and Adelaide, AUS, Midway Games Inc. (NYSE:MWY) is a leading developer and publisher of interactive entertainment software for major video game systems. More information about Midway can be obtained 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, adequacy of capital resources 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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