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): August 8, 2008

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 2.06 Material Impairments.

On August 8, 2008, the Company’s Board of Directors committed to implement a plan to reduce the Company’s cost structure and maximize its development resources by applying manpower and capital to projects with the highest chances of success. To that end, the Company has instituted a strategic workforce reduction that it expects will allow the Company to realign and streamline its resources. As such, the Company anticipates that it will reduce headcount by approximately 90 positions of the approximately 130 positions currently at the Austin, Texas facility. This represents a reduction of approximately 10% of the Company’s global workforce. The workforce reduction relates to product development and related employees staffed on the development of a specific game, which did not meet the Company’s expectations and has been canceled. The Austin facility will continue to house important product development and related teams. The Company expects that the majority of the headcount reduction will occur by the end of August 2008. The canceled game resulted in an impairment and write down of approximately $10 million of related capitalized product development costs. There will be no future cash expenditures related to such impairment charge; however, the strategic workforce reduction will create an additional current cash expenditure related to severance costs that represent an immediate charge of approximately $1.2 million.

Item 7.01 Regulation FD Disclosure

On August 4, 2008, the Company issued a press release that included, among other financial information, its outlook for its third fiscal quarter ending September 30, 2008. This press release was filed with the Company’s Current Report on Form 8-K dated August 4, 2008. The Company has now adjusted its guidance for its expected 2008 third quarter net loss, as a result of the charge described in Item 2.06 of this Form 8-K. The Company previously expected a 2008 third quarter net loss applicable to common stock of $0.37 per basic and diluted share for the quarter ending September 30, 2008, which has been revised to an expected net loss of $0.49 per basic and diluted share. On a non-GAAP basis, the Company expected a 2008 third quarter loss of $0.27 per basic and diluted share, which has been revised to a loss of $0.39 per basic and diluted share and which excludes approximately $0.10 of non-cash convertible debt interest expense, stock option expense, and deferred income tax expense related to goodwill.

On August 11, 2008, the Company issued a press release discussing issues related to the material impairment described in Item 2.06 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

The information furnished under Item 7.01 of this Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Press Release of Midway Games Inc. dated August 11, 2008

2

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.
August 11, 2008	By:	/s/ Matthew V. Booty
		Matthew V. Booty
		Interim Chief Executive Officer and President

3

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release of Midway Games Inc. dated August 11, 2008

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:
Geoffrey Mogilner
Midway — Corporate Communications
(773) 961-2222
gmogilner@midway.com

MIDWAY TO CANCEL PROJECT IN AUSTIN STUDIO, OPTIMIZE PRODUCT DEVELOPMENT RESOURCES

Studio Will Remain Open To Host Central Outsourcing Group and Two Unnamed Prototype Projects

CHICAGO — August 11, 2008 —Midway Games Inc. (NYSE: MWY) today announced that it has canceled an as-yet-unannounced project in production in its Austin, TX, facility, and as a result Midway will have a reduction in force of a portion of the affected development team. The studio will remain open and will continue to operate both the Company’s Central Outsourcing Group as well as two teams that are working on unnamed prototype projects intended to expand Midway’s portfolio of new intellectual property.

This decision will allow Midway to maximize its development resources and apply manpower and capital to projects with the highest chances of success. The workforce reduction will affect approximately 90 of the 130 people currently employed in the studio. For further details on the reduction and the financial impact, please reference the report filed today on Form 8-K with the Securities and Exchange Commission.

Matt Booty, interim CEO and president of Midway Games Inc. commented, “While this was a very difficult decision, we feel it was the right thing to do for the future of Midway. We view every game as an investment that must meet certain standards for quality, scheduling, and profitability. Midway remains committed to producing the highest quality entertainment, as evidenced by our strong holiday line-up which includes TNA iMPACT!, Blitz: The League II, and Mortal Kombat vs. DC Universe starring a team of MK characters and the most recognizable DC Comics personalities such as Batman, The Joker, and Superman.”

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.

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 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, 2007, and in 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.

# # #