Filed Pursuant to Rule 424(b)(3)
Registration No. 333-127796
MIDWAY GAMES INC.
Up to 347,257 Shares of Common Stock
par value $.01
The persons offering shares of our common stock by means of this prospectus, and the
maximum number of shares that they may offer, are identified under the heading “Selling
Stockholders” in this prospectus. The selling stockholders acquired the shares of our common stock
covered by this prospectus in connection with our acquisition of Ratbag Holdings Pty Ltd
(“Ratbag”), a software development company located in Australia. See “Selling Stockholders” on
pages 3 and 4 below.
Our principal executive office is located at 2704 West Roscoe Street, Chicago, IL60618,
telephone no. (773) 961-2222. Our common stock is listed on the New York Stock Exchange under the
symbol “MWY.” On September 12, 2005, the last reported sale price of our common stock on the NYSE
was $16.21 per share.
The selling stockholders may offer shares through public or private transactions, at
prevailing market prices, at privately negotiated prices or by any other lawful method. The
selling stockholders are not required to sell any of their shares. More detailed information about
the distribution of the shares is found in the section of this prospectus entitled “Plan of
in our common stock involves risks. See “Risk Factors” on page 2.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
You should carefully read this prospectus before purchasing our common stock, including the
information under the heading “Risk Factors.” You should also carefully read the documents that
are identified under the heading “Documents Incorporated by Reference” near the end of this
Investing in our securities involves risks. The most significant factors that make an
investment in our securities risky or speculative are discussed under the captions “Item 1.
Business—Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in our most recent Annual Report on Form 10-K; and in the Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K that are incorporated by reference in this
prospectus. These factors, and others that are not presently known to us, may cause our operating
results to vary from anticipated results or may materially and adversely affect our business and
financial condition. If any of the unfavorable events or circumstances described in the risk
factors actually occur, our business may suffer, the trading price of our common stock and other
securities could decline, and you could lose all or part of your investment.
Some of the information in this prospectus contains “forward-looking statements” within
the meaning of the federal securities laws. These statements may also be found in the information
incorporated by reference in this prospectus. These statements describe our plans, strategies and
goals and our beliefs concerning future business conditions and our business outlook based on
currently available information. We make no commitment to update the forward-looking statements
included in this prospectus, except as required by law. Forward-looking statements typically are
identified by use of terms describing future events and terms such as “may,”“will,”“could,”“should,”“expect,”“anticipate,”“seek,”“believe,”“plan,”“strategy,”“estimate,”“intend” and
similar words, although some forward-looking statements are expressed differently. You should
consider carefully the discussion of risks and uncertainties incorporated by reference as described
under the heading “Risk Factors” above and in other sections of this prospectus, as well as in the
information incorporated by reference, which describe additional factors that could cause events or
our actual results to differ from the expectations expressed in the forward-looking statements.
Use of Proceeds
We will not receive any proceeds from the sale of the shares of common stock by the selling
stockholders in this offering.
Common Stock Market Price Data
Our common stock trades publicly on the NYSE under the symbol “MWY.” The following table
shows the high and low closing sale prices of our common stock for the periods indicated as
reported on the NYSE:
On September 12, 2005, there were approximately 1,050 holders of record of our common stock.
We have never paid cash dividends on our common stock. In addition, under our agreements with
our bank and with some of our securityholders, we are prohibited from paying cash dividends on our
common stock. We plan to retain any earnings to fund the operation of our business.
We have registered shares of our common stock in order to permit the persons named below to
offer the shares for resale from time to time. We have agreed to pay the expenses of the
On August 4, 2005, we issued 377,453 shares of our common stock as consideration for all of
the shares of capital stock of Ratbag Holdings Pty Ltd. This prospectus covers 347,257 of those
shares, which were issued to the selling stockholders described in the table below. An aggregate
of 51,770 of the shares covered by this prospectus will be held in escrow for up to three years as
security for potential indemnification obligations of those holders to us. The shares held in
escrow may not be sold as long as they are held in escrow. In addition, the holders have agreed
not to sell 13,261 of the escrowed shares until August 4, 2006, another 5,302 of those shares until
August 4, 2007 and another 33,207 of those shares until August 4, 2008. The holders have also
agreed not to sell or otherwise transfer an aggregate of 123,269 of the remaining shares issued to
them until the following dates: 56,754 shares until August 4, 2006; 47,210 shares until after
August 4, 2007; and 19,305 shares until after August 4, 2008.
In connection with our acquisition of Ratbag, we entered into an employment agreement with
Gregory P. Siegele. Mr. Siegele was a founder of Ratbag and chief executive officer of Ratbag
prior to the acquisition. Mr. Siegele continues to be employed as an officer of Ratbag. Of the
shares described in the previous paragraph as being subject to the agreement restricting transfer,
the following number of shares held by Trevor Martin Siegele as Trustee of the GP Siegele Trust are
subject to forfeiture if Gregory Siegele terminates his employment with us (including any of our
subsidiaries) or we terminate his employment for cause: 38,052 shares if the termination occurs
before August 4, 2006; 25,368 shares if the termination occurs before August 4, 2007; and 12,684
shares if the termination occurs before August 4, 2008. Trevor Martin Siegele is the father of
Gregory P. Siegele. Gregory Siegele is a potential beneficiary of the GP Siegele Trust.
Prior to the acquisition, Ratbag provided videogame development services to us. Gregory P.
Siegele and Richard M. Harrison were directors or officers and employees of Ratbag prior to the
acquisition and remain so employed. Except in their service to Ratbag, Messrs Siegele and Harrison
have not had any material relationships with us in the past three years. The selling stockholders
also have not had any other material relationships with us in the past three years.
Each of the selling stockholders has advised us that it is not a registered broker-dealer and
is not an affiliate of a registered broker-dealer.
The table below identifies the selling stockholders and other information regarding the
beneficial ownership of our common stock by each of the selling stockholders. The second column
lists the number of shares of our common stock beneficially owned by each selling stockholder as of
September 12, 2005. The third column lists the number of shares of common stock that may be
offered by each selling stockholder through this prospectus.
The fourth and fifth columns assume the sale of all of the shares offered by each selling
stockholder in this offering, although the selling stockholders are not required to sell any of
their shares included in this prospectus. We do not know whether any selling stockholder will sell
any or all of his or her shares of common stock under this prospectus.
Percent of Class
Amount and Nature of
Name of each selling stockholder
be Sold (1)
Trevor Martin Siegele as
Trustee for the GP Siegele Trust (3)
Fluidform Pty Ltd as Trustee for
the RM Harrison Trust (4)
Represents the maximum number of shares that could be sold under this prospectus. The table
assumes that the selling stockholders sell all of their shares being offered under this
prospectus. Each selling stockholder, however, will determine the number of shares to be sold
and the timing of any sales by that holder.
Calculated based on 89,109,870 shares of common stock outstanding as of September 12, 2005.
Trevor Martin Siegele is the father of Gregory P. Siegele. Gregory P. Siegele is a potential
beneficiary of this trust and is a director and the Chief Executive Officer of Ratbag.
Richard M. Harrison is the sole director and officer of the Trustee of this trust, and he is
a potential beneficiary of this Trust. Mr. Harrison is a former officer of Ratbag, and he
continues as an employee of Ratbag.
Plan of Distribution
The shares of common stock to be sold in this offering are listed for trading on the NYSE.
The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, if
available, rather than under this Prospectus. The selling stockholders have agreed not to sell or
offer to sell the shares in Australia within 12 months of the date they were issued.
The selling stockholders may sell all or a portion of the common stock beneficially owned by
them and offered through this prospectus directly or through one or more broker-dealers or agents.
If the common stock is sold through broker-dealers or agents, the selling stockholder will be
responsible for any commissions. The common stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of the sale, at varying prices determined at the
time of sale, at negotiated prices or in a combination of any of these methods of sale or by any
other method permitted under applicable law.
The selling stockholders and any broker-dealer participating in the distribution of shares of
common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933,
and any commission paid, or any discounts allowed to the broker-dealer may be deemed to be
underwriting discounts or commissions under the Securities Act. Under the securities laws of some
states, the shares of common stock may be sold in those states only through registered or licensed
brokers or dealers.
The selling stockholders have advised us that they are not residents of the United States and
acquired the shares of common stock offered through this prospectus in a transaction outside the
United States. The selling stockholders have also advised us that they have acquired their shares
of common stock offered through this prospectus for investment and not for sale or distribution,
except pursuant to a registration statement or an applicable exemption from registration under the
Securities Act. Each of the selling stockholders has also advised us that it is not a registered
broker-dealer and is not an affiliate of a registered broker-dealer. We do not know whether any
selling stockholder will sell any or all of his or her shares of common stock under this
We will pay all expenses of the registration of the shares of common stock being offered under
this prospectus, including SEC filing fees. We will not receive any of the proceeds from the sale
by the selling stockholders of the shares of common stock. We expect that our expenses for this
offering, including primarily filing fees and legal expenses, will be approximately $30,000.
We will indemnify the selling stockholders against liabilities, including some liabilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934, in accordance with an
agreement with those holders. We will be indemnified by the selling stockholders against civil
liabilities, including liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling stockholders for use in this prospectus.
Each share of common stock is sold together with stock purchase rights under our Rights
Agreement with the Bank of New York, as rights agent. These rights are described in a registration
statement on Form 8-A/A, Amendment No. 4 (File No. 001-12367), which we filed with the SEC on
October 16, 2003. See “Documents Incorporated by Reference” below.
The validity of the issuance of the shares offered by this prospectus will be passed upon by
our counsel, Blank Rome LLP, New York, New York. As of September 12, 2005, partners of Blank Rome
LLP held options to purchase a total of 60,000 shares of our common stock.
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for the year ended
December 31, 2004, and management’s assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2004, as set forth in their reports, which are incorporated
by reference in this prospectus and elsewhere in the registration statement. Our financial
statements and schedule and management’s assessment are incorporated by reference in reliance on
Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.
Where You Can Find More Information
We have filed a registration statement on Form S-3 with the SEC in connection with this
offering (File No. 333-127796). In addition, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy the registration statement
and any other documents we have filed at the SEC’s Public Reference Room at 100 F St., NE,
Washington, DC 20549. You may call the SEC at 1-800-SEC-0330 for information on the operation of
the Public Reference Room. Our SEC filings are also available to the public at the SEC’s Internet
site found at “www.sec.gov” and can be inspected at the offices of the NYSE, 20 Broad Street, NewYork, NY10005. The SEC’s Internet site contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC.
This prospectus is part of the registration statement and does not contain all of the
information included in the registration statement. Whenever a reference is made in this
prospectus to any contract or other document of ours, you should refer to the exhibits that are a
part of the registration statement for a copy of the contract or document.
The SEC allows us to “incorporate by reference” into this prospectus the information we file
with the SEC. This means that we are disclosing important information to you without restating
that information in this document. Instead, we are referring you to the documents listed below,
and you should consider those documents to be part of this prospectus. Information that we file
with the SEC after the date of this prospectus will update and supersede the information in this
prospectus and the documents listed below.
We incorporate by reference into this prospectus the documents listed below and all documents that we file
in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, including exhibits, until this offering is terminated:
the description of our common stock and accompanying rights contained in our
registration statement on Form 8-A/A, Amendment No. 4 (File No. 001-12367) filed on October16, 2003.
We will provide to each person, including any beneficial owner, to whom a copy of this
prospectus is delivered, a copy of any or all of the information that we have incorporated by
reference in this prospectus. You may request copies of this information in writing or orally, and
we will provide it at no cost. You may contact us at:
You should rely only on the information incorporated by reference or contained in this
prospectus. We have not authorized any dealer, salesperson or other person to give you different
information. This prospectus is not an offer to sell nor is it seeking an offer to buy the
securities referred to in this prospectus in any jurisdiction where the offer or sale is not
permitted. The information contained in this prospectus is correct only as of the date of this
prospectus, regardless of the time of the delivery of this prospectus or any sale of the securities
referred to in this prospectus.
Dates Referenced Herein and Documents Incorporated by Reference