Unassociated Document
 
 
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:
  
May 6, 2009
(Date of earliest event reported)
  
(May 6, 2009)
 
 
Multimedia Games, Inc.
(Exact name of Registrant as Specified in its Charter)
 
 
000-28318
(Commission File Number)
 
Texas
  
74-2611034
(State or other jurisdiction
of incorporation)
  
(IRS Employer
Identification No.)
   
206 Wild Basin Road South, Bldg. B, Suite 400,
Austin, Texas
  
78746
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (512) 334-7500
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
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):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01
Entry into a Material Definitive Agreement
 
On May 1, 2009, Multimedia Games, Inc. (“Multimedia”) entered into a comprehensive settlement agreement with Diamond Game Enterprises, Inc. (“Diamond Game”) to resolve all claims arising from a November 2004 lawsuit filed by Diamond Game against Multimedia and several of its former officers, Clifton Lind, Robert Lannert and Gordon Graves.  This settlement agreement was reached while the parties were engaged in federal mediation and Multimedia did not admit any wrongdoing as a result of this settlement agreement.  Due to this settlement agreement, Multimedia incurred and accrued an additional $4.2 million in total expenses (legal fees and settlement expenses).  Multimedia expects to fully fund its portion of the settlement agreement no later than June 8, 2009.

Item 2.02
Results of Operations and Financial Condition.
 
On May 6, 2009, Multimedia issued a press release announcing the results for its fiscal 2009 second quarter, which ended on March 31, 2009, and is incorporated by reference into this Item 2.02. The full text of the press release issued in connection with the announcement is attached to this Current Report on Form 8-K as Exhibit 99.1.
 
Use of Non-GAAP Financial Information
 
Multimedia uses the non-GAAP measure of EBITDA in its earnings releases. EBITDA is defined as earnings before interest, taxes, amortization, depreciation, and accretion of contract rights. Although EBITDA is not a measure of performance calculated in accordance with GAAP, Multimedia believes the use of the non-GAAP financial measure EBITDA enhances an overall understanding of Multimedia’s past financial performance, and provides useful information to the investor because of its historical use by Multimedia as a performance measure, and the use of EBITDA by other companies in the gaming equipment sector as a measure of performance. However, investors should not consider this measure in isolation or as a substitute for net income, operating income, or any other measure for determining Multimedia’s operating performance that is calculated in accordance with GAAP. In addition, because EBITDA is not calculated in accordance with GAAP, it may not necessarily be comparable to similarly titled measures employed by other companies. The non-GAAP financial measure included in the press release has been reconciled to the corresponding GAAP financial measures as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures.
 
The information regarding Item 2.02 in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.
  
Description
99.1
  
Press Release, dated May 6, 2009, announcing Multimedia Games, Inc.’s fiscal 2009 second quarter financial results.
 
 
-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.
 
 
MULTIMEDIA GAMES, INC.
     
Dated: May 6, 2009
By:
/s/ Uri L. Clinton
   
Uri L. Clinton
   
General Counsel
 
 
-3-
 
 
EXHIBIT INDEX
 
Exhibit Number
  
Description
99.1
  
Press Release, dated May 6, 2009, announcing Multimedia Games, Inc.’s fiscal 2009 second quarter financial results.
 
 
-4-