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): March 19, 2008

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 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(b) Departure of Named Executive Officer

     On March 19, 2008, David F. Zucker ceased to be the President and Chief Executive Officer of Midway Games Inc. (the “Company”). Mr. Zucker will remain an employee of the Company until April 19, 2008.

5.02(c) Appointment of Principal Executive Officer

     Effective March 19, 2008, Matthew V. Booty was appointed Interim Chief Executive Officer and President of the Company. Mr. Booty, 41, currently serves as the Company’s Senior Vice-President – Worldwide Studios, a position he has held since June 6, 2005. Prior to that, he served as Senior Vice President – Product Development since June 2004. Since June 1991, Mr. Booty has also served in various capacities with Midway Amusement Games, LLC, a wholly-owned subsidiary of the Company.

     A copy of the press release announcing the appointment of Mr. Booty is attached as Exhibit 99.1.

5.02(e) Compensatory Arrangements of Certain Officers

     On March 19, 2008, the Company entered into a letter agreement with Matthew V. Booty, Interim Chief Executive Officer and President of the Company, (the “Letter Agreement”) which provides that if within five (5) years after the date of the Letter Agreement the Company terminates Mr. Booty’s employment without cause, then he will be entitled to a severance amount equal to twelve (12) months’ salary following termination of his employment with the Company. Any such severance amount would be based upon Mr. Booty’s base annual salary upon the date of termination and would be paid in normal payroll intervals. In addition, provided Mr. Booty properly elects continuation of health insurance coverage under and pursuant to COBRA, the Company will pay the premium on his behalf for standard employee medical (including dental and vision plans in which he is enrolled) coverage, as well as continue his Exec-U-Care coverage, during the period of such severance payments or until he is re-employed elsewhere, whichever is earlier. Such severance, premium payments and coverage continuation would be in full satisfaction and release of any and all claims that Mr. Booty may have relating to or associated with his employment with the Company or its affiliates. In the event of such a termination of Mr. Booty’s employment without cause, his ability to exercise options to purchase the Company’s common stock, to the extent vested as of the termination date, would be governed by the terms of stock option plan, program and/or agreement under which such options were issued.

     The foregoing summary of the Letter Agreement should be read in conjunction with, and is qualified in its entirety by, the copy of the Letter Agreement which has been filed as an exhibit to this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.	Description
99.1	Press Release of Midway Games Inc. dated March 20, 2008
99.2	Letter Agreement dated as of March 19, 2008 between Midway Games Inc. and Matthew V. Bootty

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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.

	MIDWAY GAMES INC.
March 20, 2008	By:	/s/ Deborah K. Fulton
		Deborah K. Fulton
		Senior Vice President, Secretary and General Counsel

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release of Midway Games Inc. dated March 20, 2008
	99.2	Letter Agreement dated as of March 19, 2008 between Midway Games Inc. and Matthew V. Bootty

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACT:
Geoffrey Mogilner
Midway Games Inc.
(773) 961-2222
gmogilner@midway.com

MATT BOOTY NAMED INTERIM CEO OF MIDWAY

Chicago, Illinois, March 20, 2008 — Midway Games Inc. (NYSE: MWY) today announced that Matthew V. Booty has been named Interim Chief Executive Officer and President, and that the company’s Board of Directors has commenced a search for a new Chief Executive Officer and President.

“Dynamic new leadership is needed to bring Midway to its full potential,” said Shari Redstone, Chair of the Board. “I believe that Midway has the resources and creative capability to once again be competitive with the best in the videogame business. The Board is confident that a new CEO will be selected who can fully utilize the opportunities presented by this next-generation console cycle to renew Midway’s position as a major player in the videogame industry.”

Sumner M. Redstone, Chairman of the Board and CEO of National Amusements, Inc., the controlling shareholder of Midway, said, “I look forward to helping Midway’s Board choose an outstanding new CEO and am pleased that we already have some highly qualified candidates in mind. Our new leader must have the proven capabilities and track record to lead Midway and to reclaim its place in the forefront of the fast growing videogame industry.”

“I am excited to have the opportunity to lead our game teams and talented associates as we roll out our 2008 releases,” said Matt Booty. “Our plans include significant front-line releases, ambitious new intellectual properties, reinvigorated franchises with well-established fan bases, and new offerings in the casual games space.”

Mr. Booty has served Midway in progressively more responsible positions since 1991, most recently as Senior Vice President — Worldwide Studios. He succeeds David F. Zucker, who is leaving the company.

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 video game systems and personal computers. More information about Midway and its products can be found at www.midway.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning future business conditions and the outlook for Midway Games Inc. (the “Company”) based on currently available information that involves 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 current console platform transition and other technological changes, dependence on major platform manufacturers, decisions by Sumner Redstone or his affiliates with respect to his ownership or trading of our common stock and other risks more fully described under “Item 1A. Business — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and in any more recent filings made by the Company with the Securities and Exchange Commission. Each forward-looking statement, including, without limitation, financial guidance, speaks only as of the date on which it is made, and Midway undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.

# # #

EX-99.2

Exhibit 99.2

[Midway Letterhead]

March 19, 2008

Matthew V. Booty
[Address]

Dear Matt:

     This confirms our discussions as follows:

     Although your employment with Midway Games Inc. (“Midway”) will continue to be “employment at will,” if within five (5) years after the date of this letter Midway terminates your employment without cause, then you will be entitled to a severance amount equal to twelve (12) months’ salary following termination of your employment with Midway. Any such severance amount would be based upon your base annual salary upon the date of termination and would be paid to you in normal payroll intervals. In addition, provided you properly elect continuation of health insurance coverage under and pursuant to COBRA, Midway will pay the premium on your behalf for standard employee medical (including dental and vision plans in which you are enrolled) coverage, as well as continue your Exec-U-Care coverage, during the period of such severance payments or until you are re-employed elsewhere, whichever is earlier. Such severance, premium payments and coverage continuation would be in full satisfaction and release of any and all claims that you may have relating to or associated with your employment with Midway or its affiliates.

     In the event of such a termination of your employment without cause, the ability you would have to exercise your options to purchase Midway’s common stock, to the extent vested as of the termination date, would be governed by the terms of stock option plan, program and/or agreement under which such options were issued. As of the date of this letter, almost all such terms provide that you would have a period of three months after such termination date to exercise such options, with the sole exception being terms that provide for a period of one year instead. Of course, you would not be able to exercise options after they expire pursuant to the stock option plan, program and/or agreement under which they were issued.

     The foregoing supersedes in their entirety any and all severance payment terms previously offered to you by Midway or its affiliates, whether accepted by you or otherwise.

Sincerely,
MIDWAY GAMES INC.
 

/s/ Deborah K. Fulton  

Deborah K. Fulton 

Senior Vice President, Secretary and General Counsel 

AGREED AND ACCEPTED March 19, 2008:

/s/ Matthew V. Booty

Matthew V. Booty