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Midway Games Inc – IPO: ‘S-1/A’ on 10/29/96

As of: Tuesday, 10/29/96 · Accession #: 950123-96-6001 · File #: 333-11919

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/29/96  Midway Games Inc                  S-1/A                  8:727K                                   RR Donnelley/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 4 to Form S-1                            8     54K 
 3: EX-10.10    Amendment to Gtis Master Option & License Agrmt       15     47K 
 4: EX-10.11    Second Amendment to Gtis Master Option                42     77K 
 5: EX-10.12    Gtis Master Option and License Agment                 97    265K 
 6: EX-10.13    Amendment to Gtis Master Option                       30     63K 
 7: EX-10.14    Master Option and License Agreement                   65    159K 
 8: EX-10.15    Master Option and License Agreement                   69    159K 
 2: EX-10.9     Gtis Master Option and License Agreement              85    230K

S-1/A — Amendment No. 4 to Form S-1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Financial Statement Schedules Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Recent Sales of Unregistered Securities Undertakings #10.16 Stock Purchase Agreement dated as of February 23, 1996 between Warner Communications, Inc. and Williams Interactive Inc #1 Form of Underwriting Agreement
1	1st Page - Filing Submission
2	Item 13. Other Expenses of Issuance and Distribution
"	Item 14. Indemnification of Directors and Officers
"	Item 15. Recent Sales of Unregistered Securities
3	Item 16. Exhibits and Financial Statement Schedules
"	#1 Form of Underwriting Agreement
4	#10.16 Stock Purchase Agreement dated as of February 23, 1996 between Warner Communications, Inc. and Williams Interactive Inc
"	Item 17. Undertakings

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1996

REGISTRATION NO. 333-11919
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 4

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

MIDWAY GAMES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 3999 22-2906244
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

3401 NORTH CALIFORNIA AVENUE
CHICAGO, ILLINOIS 60618
(773) 961-2222
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

NEIL D. NICASTRO
CHAIRMAN OF THE BOARD
MIDWAY GAMES INC.
3401 NORTH CALIFORNIA AVENUE
CHICAGO, ILLINOIS 60618
(773) 961-2222
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

Copies to:

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PAUL S. GOODMAN, ESQ. HOWARD L. SHECTER, ESQ.
SHACK & SIEGEL, P.C. MORGAN, LEWIS & BOCKIUS LLP
530 FIFTH AVENUE 101 PARK AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10178
(212) 782-0700 (212) 309-6000

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the offering, all of which shall
be borne by the Registrant, are as follows:

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Securities and Exchange Commission fee................................ $ 44,493.10
NASD filing fee....................................................... 13,403.00
New York Stock Exchange filing fee.................................... $ 211,000.00
Blue Sky fees and expenses............................................ 20,000.00
Transfer Agent fees................................................... 1,000.00
Printing and engraving expenses....................................... 250,000.00
Legal fees and expenses............................................... 300,000.00
Accountants' fees and expenses........................................ 325,000.00
Miscellaneous......................................................... 35,103.90
--------
Total....................................................... $1,200,000.00
========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") and by the Certificate of Incorporation of the
Registrant. The Certificate of Incorporation of the Registrant provides that the
Registrant shall, to the fullest extent permitted by Section 145 of the DGCL,
(i) indemnify any and all persons whom it shall have power to indemnify under
said section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and (ii) advance expenses to
any and all said persons, and that such indemnification and advances shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as to
action in another capacity while holding such offices, and shall continue as to
persons who have ceased to be directors, officers, employees or agents and shall
inure to the benefit of the heirs, executors and administrators of such person.
In addition, the Certificate of Incorporation of the Registrant provides for the
elimination of personal liability of directors of the Registrant to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, to the fullest extent permitted by the DGCL, as amended and
supplemented.

The Registrant has entered into indemnity agreements with each of its
directors and executive officers whereby the Registrant will, in general,
indemnify such directors and executive officers, to the extent permitted by the
Registrant's Certificate of Incorporation and the laws of the State of Delaware,
against any expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with any actual or threatened action
or proceeding to which such director or officer is made or threatened to be made
a party by reason of the fact that such person is or was a director or officer
of the Registrant.

The Registrant also maintains directors' and officers' liability insurance
providing for $10.0 million in coverage.

Reference is made to the Underwriting Agreement filed as Exhibit 1 hereto
which contains provisions for the indemnification of officers, directors and
controlling persons of the Registrant under certain circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not Applicable

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

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EXHIBIT
NO. DESCRIPTION
--------- -----------------------------------------------------------------------------

#1 Form of Underwriting Agreement.
#2.1 Rights Agreement dated as of October 24, 1996 between the Registrant and The
Bank of New York.
#2.2 Form of Certificate of Designations of Series A Preferred Stock (included as
Exhibit A to Exhibit 2.1 hereof).
#2.3 Specimen Form of Rights Certificate (included as Exhibit B to Exhibit 2.1
hereof).
#2.4 Summary of Rights Plan (included as Exhibit C to Exhibit 2.1 hereof).
#3.1 Form of Amended and Restated Certificate of Incorporation of the Registrant.
#3.2 Form of Amended and Restated By-laws of the Registrant.
#4.1 Specimen of Common Stock Certificate.
#5 Opinion of Shack & Siegel, P.C., counsel for the Registrant.
#10.1 Manufacturing and Services Agreement dated as of July 1, 1996 between WMS
Industries Inc. and the Registrant.
#10.2 Tax Sharing Agreement dated as of July 1, 1996 among WMS Industries Inc.,
Midway Games Inc., Midway Home Entertainment Inc., Midway Interactive Inc.,
Atari Games Corporation and Tengen Inc.
#10.3 Registration Rights Agreement dated as of July 1, 1996 between WMS Industries
Inc. and the Registrant.
#10.4 Patent License Agreement dated as of July 1, 1996 between the Registrant and
Williams Electronics Games, Inc.
#10.5 Employment Agreement dated as of July 1, 1996 between Mr. Neil D. Nicastro
and the Registrant.
#10.6 Employment Agreement dated April 29, 1994 between Byron C. Cook and Midway
Home Entertainment Inc.
#10.7 Stock Option Plan of the Registrant.
#10.8 Form of Indemnity Agreement authorized to be entered into between the
Registrant and each Officer and Director of the Registrant.
+10.9 GTIS Master Option and License Agreement by and among WMS Industries, Inc.,
Williams Electronics Games, Inc., the Registrant and Midway Home
Entertainment Inc., and GT Interactive Software Corp. dated December 28,
1994.
+10.10 Amendment to GTIS Master Option and License Agreement by and among WMS
Industries Inc., Williams Electronics Games, Inc., the Registrant and Midway
Home Entertainment Inc., and GT Interactive Software Corp. dated March 31,
1995.
+10.11 Second Amendment to GTIS Master Option and License Agreement by and among WMS
Industries Inc., Williams Electronics Games, Inc., the Registrant and Midway
Home Entertainment Inc., and GT Interactive Software Corp. dated March 27,
1996.
+10.12 GTIS Master Option and License Agreement (Home Video Games) by and among WMS
Industries Inc., Williams Electronics Games, Inc., the Registrant and Midway
Home Entertainment Inc., and GT Interactive Software Corp. dated March 31,
1995.
+10.13 Amendment to GTIS Master Option and License Agreement (Home Video Games) by
and among WMS Industries Inc., Williams Electronics Games, Inc., the
Registrant and Midway Home Entertainment Inc., and GT Interactive Software
Corp. dated March 27, 1996.
+10.14 Master Option and License Agreement for Atari Home Video Games dated March
27, 1996, between WMS Industries Inc. and GT Interactive Software Corp.
+10.15 Master Option and License Agreement for Atari PC Games dated March 27, 1996,
between WMS Industries Inc. and GT Interactive Software Corp.

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EXHIBIT
NO. DESCRIPTION
--------- -----------------------------------------------------------------------------

#10.16 Stock Purchase Agreement dated as of February 23, 1996 between Warner
Communications, Inc. and Williams Interactive Inc.
#10.17 Credit Agreement dated as of October 15, 1996 between the Registrant and Bank
of America Illinois.
#21 Subsidiaries of the Registrant.
#23.1 Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof).
#23.2 Consent of Ernst & Young LLP.
#24 Power of Attorney.
#27 Financial Data Schedule (filed with EDGAR version only).

---------------
+ Confidential treatment requested.

# Previously filed.

(b) Financial Statement Schedules

The following combined financial statement schedules are included in Part
II of this Registration Statement and should be read in conjunction with the
combined financial statements and notes thereto:

Report of Independent Auditors........................................ F-2

Schedule II -- Valuation and Qualifying Accounts...................... S-2

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement, certificates in such
denomination and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 4 to the Registration Statement (333-11919)
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on October 29, 1996.

MIDWAY GAMES INC.
(Registrant)

By: /s/ NEIL D. NICASTRO

------------------------------------
Neil D. Nicastro,
Chairman of the Board, President,
Chief Executive Officer
and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement (333-11919) has been signed by the following
persons in the capacities and on the dates indicated.

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NAME TITLE DATE
------------------------------------------ -------------------------------- -----------------

/s/ NEIL D. NICASTRO Chairman of the Board, October 29, 1996
------------------------------------------ President, Chief Executive
Neil D. Nicastro Officer and Chief Operating
Officer (Principal Executive
Officer) and Director

/s/ HAROLD H. BACH, JR.* Executive Vice October 29, 1996
------------------------------------------ President -- Finance,
Harold H. Bach, Jr. Treasurer and Chief Financial
Officer (Principal Financial
and Principal Accounting
Officer) and Director

/s/ BYRON C. COOK* Executive Vice President -- October 29, 1996
------------------------------------------ Home Video and Director
Byron C. Cook

/s/ KENNETH J. FEDESNA* Executive Vice President -- October 29, 1996
------------------------------------------ Coin-Op Video and Director
Kenneth J. Fedesna

/s/ LOUIS J. NICASTRO* Director October 29, 1996
------------------------------------------
Louis J. Nicastro

/s/ WILLIAM C. BARTHOLOMAY Director October 29, 1996
------------------------------------------
William C. Bartholomay

/s/ WILLIAM E. MCKENNA Director October 29, 1996
------------------------------------------
William E. McKenna

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NAME TITLE DATE
------------------------------------------ -------------------------------- -----------------

/s/ NORMAN J. MENELL Director October 29, 1996
------------------------------------------
Norman J. Menell

/s/ HARVEY REICH Director October 29, 1996
------------------------------------------
Harvey Reich

/s/ IRA S. SHEINFELD Director October 29, 1996
------------------------------------------
Ira S. Sheinfeld

/s/ RICHARD D. WHITE Director October 29, 1996
------------------------------------------
Richard D. White

* By: /s/ NEIL D. NICASTRO October 29, 1996
------------------------------------------
Neil D. Nicastro
Attorney-In-Fact

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EXHIBIT INDEX

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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
--------- ---------------------------------------------------------------------- ----------

#1 Form of Underwriting Agreement........................................
#2.1 Rights Agreement dated as of , 1996 between the Registrant
and The Bank of New York..............................................
#2.2 Form of Certificate of Designations of Series A Preferred Stock
(included as Exhibit A to Exhibit 2.1 hereof).........................
#2.3 Specimen Form of Rights Certificate (included as Exhibit B to Exhibit
2.1 hereof)...........................................................
#2.4 Summary of Rights Plan (included as Exhibit C to Exhibit 2.1
hereof)...............................................................
#3.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant............................................................
#3.2 Form of Amended and Restated By-laws of the Registrant................
#4.1 Specimen of Common Stock Certificate..................................
#5 Opinion of Shack & Siegel, P.C., counsel for the Registrant...........
#10.1 Manufacturing and Services Agreement dated as of July 1, 1996 between
WMS Industries Inc. and the Registrant................................
#10.2 Tax Sharing Agreement dated as of July 1, 1996 among WMS Industries
Inc., Midway Games Inc., Midway Home Entertainment Inc., Midway
Interactive Inc., Atari Games Corporation and Tengen Inc. ............
#10.3 Registration Rights Agreement dated as of July 1, 1996 between WMS
Industries Inc. and the Registrant....................................
#10.4 Patent License Agreement dated as of July 1, 1996 between the
Registrant and Williams Electronics Games, Inc. ......................
#10.5 Employment Agreement dated as of July 1, 1996 between Mr. Neil D.
Nicastro and the Registrant...........................................
#10.6 Employment Agreement dated April 29, 1994 between Byron C. Cook and
Midway Home Entertainment Inc. .......................................
#10.7 Stock Option Plan of the Registrant...................................
#10.8 Form of Indemnity Agreement authorized to be entered into between the
Registrant and each Officer and Director of the Registrant............
+10.9 GTIS Master Option and License Agreement by and among WMS Industries,
Inc., Williams Electronics Games, Inc., the Registrant and Midway Home
Entertainment Inc., and GT Interactive Software Corp. dated December
28, 1994..............................................................
+10.10 Amendment to GTIS Master Option and License Agreement by and among WMS
Industries Inc., Williams Electronics Games, Inc., the Registrant and
Midway Home Entertainment Inc., and GT Interactive Software Corp.
dated March 31, 1995..................................................
+10.11 Second Amendment to GTIS Master Option and License Agreement by and
among WMS Industries Inc., Williams Electronics Games, Inc., the
Registrant and Midway Home Entertainment Inc., and GT Interactive
Software Corp. dated March 27, 1996...................................
+10.12 GTIS Master Option and License Agreement (Home Video Games) by and
among WMS Industries Inc., Williams Electronics Games, Inc., the
Registrant and Midway Home Entertainment Inc., and GT Interactive
Software Corp. dated March 31, 1995...................................
+10.13 Amendment to GTIS Master Option and License Agreement (Home Video
Games) by and among WMS Industries Inc., Williams Electronics Games,
Inc., the Registrant and Midway Home Entertainment Inc., and GT
Interactive Software Corp. dated March 27, 1996.......................
+10.14 Master Option and License Agreement for Atari Home Video Games dated
March 27, 1996, between WMS Industries Inc. and GT Interactive
Software Corp. .......................................................
+10.15 Master Option and License Agreement for Atari PC Games dated March 27,
1996, between WMS Industries Inc. and GT Interactive Software
Corp. ................................................................

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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
--------- ---------------------------------------------------------------------- ----------

#10.16 Stock Purchase Agreement dated as of February 23, 1996 between Warner
Communications, Inc. and Williams Interactive Inc. ...................
#10.17 Credit Agreement dated as of October 15, 1996 between the Registrant
and Bank of America Illinois..........................................
#21 Subsidiaries of the Registrant........................................
#23.1 Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof)........
#23.2 Consent of Ernst & Young LLP..........................................
#24 Power of Attorney.....................................................
#27 Financial Data Schedule (filed with EDGAR version only)...............

---------------
+ Confidential treatment requested.

# Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/29/96	1	6	None on these Dates
	10/24/96	3
	10/15/96	4	8
	7/1/96	3	7
	3/27/96	3	7
	2/23/96	4
	3/31/95	3	7
	12/28/94	3	7
	4/29/94	3	7
				List all Filings

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Filing Submission 0000950123-96-006001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Midway Games Inc – IPO: ‘S-1/A’ on 10/29/96

As of: Tuesday, 10/29/96 · Accession #: 950123-96-6001 · File #: 333-11919

Previous ‘S-1’: ‘S-1/A’ on 10/25/96 · Latest ‘S-1’: This Filing

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

S-1/A — Amendment No. 4 to Form S-1Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

S-1/A — Amendment No. 4 to Form S-1
Document Table of Contents