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Midway Games 8-K 2009 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 (Date of earliest event reported): October 1,
2009
MIDWAY GAMES INC.
(Exact Name of Registrant as Specified in Charter)
Registrant’s telephone number, including area code: (773) 961-2222
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):
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 2.05 Costs Associated with Exit or Disposal Activities
On September 18, 2009, Midway Games Inc. (the “Registrant”) and two of its United States
subsidiaries, Midway Home Entertainment Inc. (“MHE”) and Midway Studios Los-Angeles Inc. (“MSLA,”
together with the Registrant and MHE, the “Sellers”) entered into an Asset Purchase Agreement (the
“Asset Purchase Agreement”) with SouthPeak Interactive Corporation (“SouthPeak”).
Under the terms of the Asset Purchase Agreement, SouthPeak agreed to purchase certain assets
created under a license agreement between TNA Entertainment, LLC and MHE, with certain exclusions
(the “Purchased Assets”). The purchase price for the assets is One Hundred Thousand Dollars
($100,000) plus the aggregate of any cure amounts and other assumed liabilities under assumed
contracts.
The consummation of the transaction contemplated by the Asset Purchase Agreement was subject
to (i) entry of an order of the United States Bankruptcy Court for the District of Delaware (the
“Court”) approving the proposed transaction and (ii) other customary closing conditions.
On October 2, 2009, pursuant to the Asset Purchase Agreement, the Sellers completed the sale
of the Purchased Assets to SouthPeak in a sale conducted under the provisions of Section 363 of the
United States Bankruptcy Code and approved by the Court on October 1, 2009 (the “SouthPeak Section
363 Sale”).
The Registrant is unable to determine whether or not a material impairment to its assets will
be required as a result of the SouthPeak Section 363 Sale. In the event the Registrant is required
to take a material charge for impairment under generally accepted accounting principles as a result
of the SouthPeak Section 363 Sale, the Registrant will file an amendment to this Current Report on
Form 8-K within four days of determining such charge.
The above description of the Asset Purchase Agreement is qualified in its entirety by
reference to the terms of the Asset Purchase Agreement, attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, Midway has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXHIBIT INDEX
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