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As filed with the Securities and Exchange Commission on March 9, 1999
Registration No. 333-73347
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MIDWAY GAMES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-2814522
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
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Orrin J. Edidin, Esq.
Vice President, Secretary and General Counsel
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:
Jeffrey N. Siegel, 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, NY 10178
(212) 782-0700 (212) 309-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [ ] ______________
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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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
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Common Stock, par value $.01(2) 250,000 shares $8.19 $2,047,500 $569.21
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices of the common stock reported on the New York Stock Exchange on
March 2, 1999.
(2) In accordance with the Rights Agreement between the Registrant and The
Bank of New York, dated October 24, 1996, as amended on November 6,
1997, all shares of common stock are accompanied by certain stock
purchase rights.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement of Midway Games Inc. on Form
S-3 is being filed solely for the purpose of furnishing Exhibit No. 1, the form
of underwriting agreement to be entered into between the underwriter and Midway
Games Inc., with respect to this offering.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are being furnished herewith or incorporated by reference
herein:
Exhibit Number Description
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1 Form of Underwriting Agreement
4.1 Specimen Certificate of Common Stock, incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1, as amended,
effective October 29, 1996 (File No. 333-11919) (the
"Form S-1").
4.2 Rights Agreement, dated as of October 24, 1996, between
the Registrant and The Bank of New York, as Rights
Agent, incorporated by reference to Exhibit 2.1 to the
Form S-1.
4.3 First Amendment to Rights Agreement, dated as of
November 6, 1997, between the Registrant and The Bank
of New York, as Rights Agent, incorporated by reference
to Exhibit 8 to the Registrant's Registration Statement
on Form 8-A/A, Amendment No. 1, filed with the
Commission on April 20, 1998.
5* Opinion of Shack & Siegel, P.C., counsel for Registrant.
23.1* Consent of Shack & Siegel, P.C. (contained in the
Opinion filed as Exhibit 5 hereto).
23.2* Consent of Ernst & Young LLP.
24* Power of Attorney (contained on the signature page
hereof).
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on this 8th day of March,
1999.
MIDWAY GAMES INC.
By: /s/ Neil D. Nicastro
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Neil D. Nicastro,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE DATE TITLE
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/s/ Neil D. Nicastro March 8, 1999 Chairman of the Board of
- --------------------------- Directors, President, Chief
Neil D. Nicastro Executive Officer (Principal
Executive Officer) and
Chief Operating Officer
/s/ Harold H. Bach, Jr.* March 8, 1999 Executive Vice President
- --------------------------- - Finance, Treasurer
Harold H. Bach, Jr. (Principal Financial and
Principal Accounting Officer)
and Director
/s/ Byron C. Cook* March 8, 1999 Executive Vice President -
- --------------------------- Home Video and Director
Byron C. Cook
/s/ Kenneth J. Fedesna* March 8, 1999 Executive Vice President -
- --------------------------- Coin-Op Video and Director
Kenneth J. Fedesna
/s/ Louis J. Nicastro* March 8, 1999 Director
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Louis J. Nicastro
/s/ William C. Bartholomay* March 8, 1999 Director
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William C. Bartholomay
/s/ William E. McKenna* March 8, 1999 Director
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William E. McKenna
/s/ Norman J. Menell* March 8, 1999 Director
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Norman J. Menell
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/s/ Harvey Reich* March 8, 1999 Director
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Harvey Reich
/s/ Ira S. Sheinfeld* March 8, 1999 Director
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Ira S. Sheinfeld
/s/ Gerald O. Sweeney, Jr.* March 8, 1999 Director
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Gerald O. Sweeney, Jr.
/s/ Richard D. White* March 8, 1999 Director
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Richard D. White
*By: /s/ Neil D. Nicastro
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Neil D. Nicastro
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit Number Description
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1 Form of Underwriting Agreement
4.1 Specimen Certificate of Common Stock, incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1, as amended,
effective October 29, 1996 (File No. 333-11919) (the
"Form S-1").
4.2 Rights Agreement, dated as of October 24, 1996, between
the Registrant and The Bank of New York, as Rights
Agent, incorporated by reference to Exhibit 2.1 to the
Form S-1.
4.3 First Amendment to Rights Agreement, dated as of
November 6, 1997, between the Registrant and The Bank
of New York, as Rights Agent, incorporated by reference
to Exhibit 8 to the Registrant's Registration Statement
on Form 8-A/A, Amendment No. 1, filed with the
Commission on April 20, 1998.
5* Opinion of Shack & Siegel, P.C., counsel for Registrant.
23.1* Consent of Shack & Siegel, P.C. (contained in the
Opinion filed as Exhibit 5 hereto).
23.2* Consent of Ernst & Young LLP.
24* Power of Attorney (contained on the signature page
hereof).
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* Previously filed.