Attached files
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
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Date
of Report:
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March
15, 2010
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(Date
of earliest event reported)
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(March
10, 2010)
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Multimedia
Games, Inc.
(Exact
name of Registrant as Specified in its Charter)
000-28318
(Commission
File Number)
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Texas
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74-2611034
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer
Identification
No.)
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206
Wild Basin Road South, Bldg. B, Suite 400,
Austin,
Texas
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78746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
March 10, 2010, Anthony Sanfilippo announced that he will resign as
Multimedia Games, Inc. (the “Company”)
President and Chief Executive Officer, effective as of March 14, 2010, and has
accepted the President and Chief Executive Officer position at Pinnacle
Entertainment, Inc. Mr. Sanfilippo will
continue to serve on the Company’s Board
of Directors. Because the Board of Directors desires that Mr.
Sanfilippo continue to serve as a director of the Company, the Board has agreed
to waive his obligation to resign his board position simultaneously with his
resignation as President and Chief Executive Officer. Mr. Sanfilippo has
agreed that all vesting under his existing stock option agreements will
terminate effective April 1, 2010. Mr. Sanfilippo’s Resignation and
Separation Agreement with the Company is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
On
March 14, 2010, the Board of Directors appointed Patrick J. Ramsey, age 36,
who has served as the Chief Operating Officer of the Company since September
2008, to additionally serve as Chief Executive Officer (“Interim
CEO”) following the resignation of Mr. Sanfilippo. In
consideration for his service as Interim CEO, the Board determined to increase
Mr. Ramsey’s rate of pay to $375,000 per annum. Additional background
information about Mr. Ramsey may be found in the Company’s proxy statement for
the 2010 annual meeting as filed with the Securities and Exchange Commission on
January 28, 2010. That information is incorporated by reference into this
report. The Company’s press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
(e) Amendment
of Patrick J. Ramsey Employment Agreement; Adoption of Retention Bonus
Plan.
On March
14, 2010, the Company entered into a Second Amendment to Executive Employment
Agreement with Mr. Ramsey, a copy of which is filed herewith as Exhibit 10.2 and
is incorporated herein in its entirety by this reference.
On March
14, 2010, the Compensation Committee recommended and our full Board of Directors
approved a retention bonus plan (the
“
Retention
Plan”) for members of senior management. Pursuant to the
Retention Plan, the Company will pay cash bonuses to its executive team as set
forth in the following table:
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Executive
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Base
($)
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June 30, 2010
($)
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September 30, 2010
($)
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December 31, 2010
($)
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Total Retention
($)
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Patrick
J. Ramsey
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375,000
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187,500
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337,500
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187,500
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712,500
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Adam
D. Chibib
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250,000
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125,000
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150,000
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125,000
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400,000
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Virginia
E. Shanks
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250,000
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125,000
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150,000
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125,000
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400,000
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Uri
L. Clinton
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250,000
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125,000
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150,000
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125,000
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400,000
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Joaquin
J. Aviles
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200,000
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100,000
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120,000
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100,000
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320,000
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Mick
Roemer
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200,000
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100,000
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120,000
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100,000
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320,000
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Total
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762,500
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1,027,500
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762,500
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2,552,500
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Each
executive must remain continuously in the employ of the Company and be employed
by the Company on each applicable bonus payment date to receive his or her
scheduled bonus. The September 30 payment is an assured payment in lieu of
annual target bonus payments under the Company’s 2010 annual incentive
plan.
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Item 5.03
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
March 14, 2010, the Company amended Article Three of the Company’s Bylaws
to add a new Section 3.04 in order to create the position of
Vice
Chairman of the Company’s Board of
Directors and to designate the Vice
Chairman as responsible for presiding at
meetings of the Company’s Board of Directors, in the absence of the Chairman and
to perform the duties of the Chairman during his inability to
act. The Board of Directors has appointed director Stephen J.
Greathouse to serve as Vice Chairman of the Board until his successor is duly
appointed. The foregoing description of the amendment to the Bylaws
does not purport to be complete and is qualified in its entirety by reference to
the complete copy of the Third Amended and Restated Bylaws of the Company
attached hereto as Exhibit 3.1 and incorporated herein by
reference.
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Item
7.01
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Regulation
FD Disclosure.
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On
March 12, 2010, the Board of Directors also formed a special committee of
independent directors consisting of Stephen J. Greathouse (Chair), Neil E.
Jenkins, and Justin A. Orlando which will consider all strategic alternatives
available to the Company. In connection with this process, the
Company has engaged Deutsche Bank Securities as exclusive financial advisor to
assist the Company and the special committee in reviewing and structuring
strategic alternatives including, but not limited to, the sale of the
Company.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
The
exhibit listed below is being furnished with this Form 8-K.
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Exhibit No.
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Description
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3.1
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Third
Amended and Restated Bylaws of Multimedia Games, Inc.
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10.1
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Resignation
and Separation Agreement with Anthony M. Sanfilippo, dated March 14,
2010
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10.2
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Second
Amendment to Executive Employment Agreement with Patrick J. Ramsey, dated
March 14, 2010
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99.1
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Press
Release, dated March 15, 2010
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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.
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MULTIMEDIA
GAMES, INC.
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Dated:
March 15, 2010
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By:
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/s/
Uri L. Clinton
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Uri
L. Clinton
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Senior
Vice President, General Counsel and Corporate
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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3.1
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Third
Amended and Restated Bylaws of Multimedia Games, Inc.
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10.1
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Resignation
and Separation Agreement with Anthony M. Sanfilippo, dated March 14,
2010
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10.2
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Second
Amendment to Executive Employment Agreement with Patrick J. Ramsey, dated
March 14, 2010
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99.1
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Press
Release, dated March 15, 2010
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