##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from          to
 Commission file number 001-12367
 MIDWAY GAMES INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    22-2906244(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)2704 W. Roscoe Street, Chicago, IL
    
    60618(Address of Principal Executive Offices)
    
    (Zip Code)
 (773) 961-2222
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



MIDWAY GAMES INC.
 INDEX
 PAGE NO.Part I. Financial Information:Item 1.Financial Statements:
    
    
    3Consolidated Balance Sheets  March 31, 2008 (Unaudited) and December 31, 2007
    
    
    3Consolidated Statements of Operations
 Three Months Ended March 31, 2008 and 2007 (Unaudited)
    
    
    4Consolidated Statements of
Cash Flows  Three Months Ended March 31, 2008 and 2007 (Unaudited)
    
    
    5Notes to Consolidated
Financial Statements (Unaudited)
    
    
    6Item 2.Managements
Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.Quantitative
and Qualitative Disclosures About Market Risk
    
    
    19Item 4.Controls
and Procedures
    
    
    19Part II. Other
Information:
    
    
    20Item 1.Legal Proceedings
    
    
    20Item 6.Exhibits
    
    
    21Signature
    
    
    22
  2




---



##### 



Part I. Financial Information
 Item 1. Financial Statements
 MIDWAY GAMES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    17,680
    
    
    $
    27,524Restricted cash
    
    
    212
    
    
    
    Receivables, less allowances of $27,702 at March 31, 2008 and $32,510 at December 31, 2007
    
    
    6,034
    
    
    
    44,527Inventories
    
    
    4,386
    
    
    
    3,772Capitalized product development costs
    
    
    55,891
    
    
    
    51,252Prepaid expenses and other current assets
    
    
    12,105
    
    
    
    13,362Total current assets
    
    
    96,308
    
    
    
    140,437Restricted cash
    
    
    888
    
    
    
    Assets held for sale
    
    
    5,468
    
    
    
    Capitalized product development costs
    
    
    5,705
    
    
    
    2,947Property and equipment, net
    
    
    12,642
    
    
    
    19,298Goodwill
    
    
    41,305
    
    
    
    41,307Other assets
    
    
    8,936
    
    
    
    9,372Total assets
    
    $
    171,252
    
    
    $
    213,361Liabilities and Stockholders Equity (Deficit)Current liabilities:Accounts payable
    
    $
    15,332
    
    
    $
    29,642Accrued compensation and related benefits
    
    
    5,721
    
    
    
    6,134Accrued royalties
    
    
    13,019
    
    
    
    12,769Accrued selling and marketing
    
    
    3,626
    
    
    
    5,645Deferred revenue
    
    
    3,014
    
    
    
    2,940Other accrued liabilities
    
    
    14,527
    
    
    
    14,190Total current liabilities
    
    
    55,239
    
    
    
    71,320Convertible senior notes, less unamortized discount of $60,705 at March 31, 2008 and
$67,802 at December 31, 2007
    
    
    89,294
    
    
    
    82,198Long-term debt
    
    
    19,100
    
    
    
    19,167Deferred income taxes
    
    
    11,043
    
    
    
    10,715Other noncurrent liabilities
    
    
    889
    
    
    
    880Stockholders equity (deficit):Common stock, $0.01 par value, 200,000,000 shares authorized; 93,414,306 and 93,268,699
shares issued at March 31, 2008 and December 31, 2007, respectively
    
    
    934
    
    
    
    933Additional paid-in capital
    
    
    521,544
    
    
    
    521,031Accumulated deficit
    
    
    (514,428
    )
    
    
    (480,474
    )Accumulated translation adjustment
    
    
    (2,582
    )
    
    
    (2,629
    )Treasury stock, at cost, 1,265,430 and 1,165,430 shares at March 31, 2008 and December
31, 2007, respectively
    
    
    (9,781
    )
    
    
    (9,780
    )Total stockholders equity (deficit)
    
    
    (4,313
    )
    
    
    29,081Total liabilities and stockholders equity (deficit)
    
    $
    171,252
    
    
    $
    213,361
  3




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##### 



MIDWAY GAMES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Net revenues
    
    $
    29,918
    
    
    $
    11,070Cost of sales:Product costs and distribution
    
    
    14,201
    
    
    
    6,594Royalties and product development
    
    
    17,392
    
    
    
    2,698Total cost of sales
    
    
    31,593
    
    
    
    9,292Gross profit (loss)
    
    
    (1,675
    )
    
    
    1,778Research and development expense
    
    
    6,728
    
    
    
    7,606Selling and marketing expense
    
    
    8,630
    
    
    
    6,195Administrative expense
    
    
    6,753
    
    
    
    5,747Restructuring and other charges (benefits)
    
    
    
    
    
    
    (783
    )Operating loss
    
    
    (23,786
    )
    
    
    (16,987
    )Interest income
    
    
    158
    
    
    
    943Interest expense
    
    
    (10,769
    )
    
    
    (3,567
    )Other income, net
    
    
    1,196
    
    
    
    360Loss before income taxes
    
    
    (33,201
    )
    
    
    (19,251
    )Provision for income taxes
    
    
    753
    
    
    
    563Net loss
    
    $
    (33,954
    )
    
    $
    (19,814
    )Basic and diluted loss per share of common stock
    
    $
    (0.37
    )
    
    $
    (0.22
    )Basic and diluted weighted average number of shares outstanding
    
    
    91,439
    
    
    
    90,999
  4




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##### 



MIDWAY GAMES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Operating activities:Net loss
    
    $
    (33,954
    )
    
    $
    (19,814
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Amortization of capitalized product development costs, including writedowns
    
    
    10,022
    
    
    
    1,528Depreciation and amortization
    
    
    1,700
    
    
    
    1,907Receivables provision
    
    
    12,571
    
    
    
    3,257Deferred income taxes
    
    
    639
    
    
    
    328Stock-based compensation expense
    
    
    150
    
    
    
    968Amortization of debt issuance costs
    
    
    552
    
    
    
    352Accretion of convertible senior notes discount
    
    
    7,097
    
    
    
    487Loss on disposal of property and equipment
    
    
    14
    
    
    
    28Changes in operating assets and liabilities:Receivables
    
    
    25,662
    
    
    
    40,134Inventories
    
    
    (550
    )
    
    
    267Capitalized product development costs
    
    
    (17,298
    )
    
    
    (17,088
    )Prepaid expenses and other current assets
    
    
    1,292
    
    
    
    (111
    )Accounts payable, accruals and deferred revenue
    
    
    (15,848
    )
    
    
    (10,343
    )Other assets and liabilities
    
    
    (368
    )
    
    
    (782
    )Net cash provided by (used in) operating activities
    
    
    (8,319
    )
    
    
    1,118Investing activities:Purchases of property and equipment
    
    
    (491
    )
    
    
    (1,893
    )Restricted cash
    
    
    (1,100
    )
    
    
    Net cash used in investing activities
    
    
    (1,591
    )
    
    
    (1,893
    )Financing activities:Repayment of borrowings under former credit facility
    
    
    (19,167
    )
    
    
    (833
    )Borrowings under new credit facility
    
    
    19,100
    
    
    
    Payment of debt issuance costs
    
    
    (400
    )
    
    
    Cash received from exercise of common stock options
    
    
    
    
    
    
    54Net cash used in financing activities
    
    
    (467
    )
    
    
    (779
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    533
    
    
    
    99Decrease in cash and cash equivalents
    
    
    (9,844
    )
    
    
    (1,455
    )Cash and cash equivalents at beginning of period
    
    
    27,524
    
    
    
    73,422Cash and cash equivalents at end of period
    
    $
    17,680
    
    
    $
    71,967
  5




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##### 



MIDWAY GAMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Financial Statements
  2. Comprehensive Loss
 Reporting Comprehensive Income
 3. Loss per Common Share
  March 31,2008
    
    
    2007Stock options
    
    
    4,457
    
    
    
    3,725Contingent shares
    
    
    603
    
    
    
    1,017Convertible senior notes
    
    
    18,864
    
    
    
    12,747Total common stock equivalents
    
    
    23,924
    
    
    
    17,489
  4. Restricted Cash
  5. Inventories
  6




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##### 



6. Capitalized Product Development Costs and Research and Development Costs
  Three Months EndedMarch 31,2008
    
    
    2007Beginning balance
    
    $
    54,199
    
    
    $
    41,613Additions
    
    
    17,419
    
    
    
    17,088Amortization
    
    
    (6,577
    )
    
    
    (1,471
    )Writedowns
    
    
    (3,445
    )
    
    
    (57
    )Ending balance
    
    $
    61,596
    
    
    $
    57,173
  Three Months EndedMarch 31,2008
    
    
    2007Gross research and development costs
    
    $
    24,147
    
    
    $
    24,694Research and development costs capitalized
    
    
    (17,419
    )
    
    
    (17,088
    )Research and development expense
    
    $
    6,728
    
    
    $
    7,606
 7. Credit Facility
     7




---



##### 



8. Management Changes
    9. Recently Issued Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 8




---



##### 



10. Legal Proceedings
    11. Subsequent Event
   9




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 PlayStation 2 PS2 PlayStation 3 PS3 PlayStation Portable PSP Xbox Xbox 360; GameCube NGC Wii Game Boy Advance GBA , Nintendo DS DS PS3 Xbox 360, Wii.
 Stranglehold, Xbox 360 PS3, Unreal Tournament 3, PS3 The Lord of the Rings Online: Shadows of Angmar
 10




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##### 



New Console Platform Cycle and Increasing Costs to Develop Video Games
 New Console Platform Cycle PS2 GameCube Xbox, Xbox 360 Wii PS3
 Increasing Costs to Develop Video Games
 Handheld Market
 DS. PSP. PSP PSP DS PSP Hot Brain, DS The Bee Game Touchmaster Ultimate Mortal Kombat Fosters Home for Imaginary
Friends: Imagination Invaders
 PC Market
 The Lord of the Rings Online: Shadows of
Angmar Stranglehold Unreal Tournament 3 This Is Vegas
 Majority Stockholder
  11




---



##### 



Results of Operations
 Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007
  Three Months Ended March 31,2008
    
    
    2007Net revenues
    
    $
    29,918
    
    
    
    100.0
    %
    
    $
    11,070
    
    
    
    100.0
    %Cost of sales:Product costs and distribution
    
    
    14,201
    
    
    
    47.5
    %
    
    
    6,594
    
    
    
    59.6
    %Royalties and product development
    
    
    17,392
    
    
    
    58.1
    %
    
    
    2,698
    
    
    
    24.4
    %Total cost of sales
    
    
    31,593
    
    
    
    105.6
    %
    
    
    9,292
    
    
    
    84.0
    %Gross profit (loss)
    
    
    (1,675
    )
    
    
    (5.6
    )%
    
    
    1,778
    
    
    
    16.0
    %Research and development expense
    
    
    6,728
    
    
    
    22.5
    %
    
    
    7,606
    
    
    
    68.7
    %Selling and marketing expense
    
    
    8,630
    
    
    
    28.9
    %
    
    
    6,195
    
    
    
    56.0
    %Administrative expense
    
    
    6,753
    
    
    
    22.6
    %
    
    
    5,747
    
    
    
    51.9
    %Restructuring and other charges (benefits)
    
    
    
    
    
    
    0.0
    %
    
    
    (783
    )
    
    
    (7.1
    )%Operating loss
    
    
    (23,786
    )
    
    
    (79.6
    )%
    
    
    (16,987
    )
    
    
    (153.5
    )%Interest income
    
    
    158
    
    
    
    0.5
    %
    
    
    943
    
    
    
    8.5
    %Interest expense
    
    
    (10,769
    )
    
    
    (36.0
    )%
    
    
    (3,567
    )
    
    
    (32.2
    )%Other income, net
    
    
    1,196
    
    
    
    4.0
    %
    
    
    360
    
    
    
    3.3
    %Loss before income taxes
    
    
    (33,201
    )
    
    
    (111.1
    )%
    
    
    (19,251
    )
    
    
    (173.9
    )%Provision for income taxes
    
    
    753
    
    
    
    2.5
    %
    
    
    563
    
    
    
    5.1
    %Net loss
    
    $
    (33,954
    )
    
    
    (113.6
    )%
    
    $
    (19,814
    )
    
    
    (179.0
    )%
 12




---



##### 



Three Months EndedSee
    
    March 31,
    
    Increase /
    
    PercentExplanation
    
    2008
    
    2007
    
    (Decrease)
    
    ChangeNet revenues
    
    
    A
    
    
    $
    29,918
    
    
    $
    11,070
    
    
    $
    18,848
    
    
    
    170.3
    %North American net revenues
    
    
    B
    
    
    
    8,289
    
    
    
    6,954
    
    
    
    1,335
    
    
    
    19.2
    %International net revenues
    
    
    C
    
    
    
    21,629
    
    
    
    4,116
    
    
    
    17,513
    
    
    
    425.5
    %Cost of sales:Product costs and distribution
    
    
    D
    
    
    
    14,201
    
    
    
    6,594
    
    
    
    7,607
    
    
    
    115.4
    %Royalties and product development
    
    
    E
    
    
    
    17,392
    
    
    
    2,698
    
    
    
    14,694
    
    
    
    544.6
    %Research and development expense
    
    
    F
    
    
    
    6,728
    
    
    
    7,606
    
    
    
    (878
    )
    
    
    (11.5
    )%Selling and marketing expense
    
    
    G
    
    
    
    8,630
    
    
    
    6,195
    
    
    
    2,435
    
    
    
    39.3
    %Administrative expense
    
    
    H
    
    
    
    6,753
    
    
    
    5,747
    
    
    
    1,006
    
    
    
    17.5
    %Restructuring and other charges (benefits)
    
    
    
    
    
    
    
    
    
    
    (783
    )
    
    
    783
    
    
    
    (100.0
    )%Interest income
    
    
    I
    
    
    
    158
    
    
    
    943
    
    
    
    (785
    )
    
    
    (83.2
    )%Interest expense
    
    
    J
    
    
    
    10,769
    
    
    
    3,567
    
    
    
    7,202
    
    
    
    201.9
    %Other income, net
    
    
    K
    
    
    
    1,196
    
    
    
    360
    
    
    
    836
    
    
    
    232.2
    %Provision for income taxes
    
    
    
    
    
    
    753
    
    
    
    563
    
    
    
    190
    
    
    
    33.8
    %
 A.
    
    Net Revenues
  Three Months Ended March 31,2008
    
    
    2007Sony PlayStation 3(PS3)
    
    $
    13,705
    
    
    
    45.8
    %
    
    $
    
    
    
    
    
    %Microsoft Xbox 360
    
    
    (1,714
    )
    
    
    (5.7
    )%
    
    
    795
    
    
    
    7.2
    %Nintendo Wii
    
    
    10,763
    
    
    
    36.0
    %
    
    
    1,668
    
    
    
    15.1
    %Sony PlayStation 2(PS2)
    
    
    1,449
    
    
    
    4.8
    %
    
    
    3,960
    
    
    
    35.8
    %Microsoft Xbox
    
    
    24
    
    
    
    0.1
    %
    
    
    479
    
    
    
    4.3
    %Nintendo GameCube(NGC)
    
    
    (6
    )
    
    
    (0.0
    )%
    
    
    507
    
    
    
    4.6
    %Sony PlayStation Portable(PSP)
    
    
    797
    
    
    
    2.7
    %
    
    
    197
    
    
    
    1.8
    %Nintendo DS (NDS)
    
    
    2,585
    
    
    
    8.6
    %
    
    
    1,341
    
    
    
    12.1
    %Nintendo Game Boy Advance(GBA)
    
    
    23
    
    
    
    0.1
    %
    
    
    771
    
    
    
    7.0
    %Personal Computer (PC)
    
    
    839
    
    
    
    2.8
    %
    
    
    110
    
    
    
    1.0
    %Royalties and other
    
    
    1,453
    
    
    
    4.8
    %
    
    
    1,242
    
    
    
    11.1
    %Total net revenues
    
    $
    29,918
    
    
    
    100.0
    %
    
    $
    11,070
    
    
    
    100.0
    %
  Video Game Title
    
    Platform
    
    TerritoryThree Months Ended March 31, 2008Stranglehold: Expansion Pack
    
    PS3, Xbox 360
    
    DomesticFosters Home for Imaginary Friends: Imagination Invaders
    
    NDS
    
    InternationalHour of Victory
    
    PC
    
    InternationalBlacksite: Area 51
    
    PS3
    
    InternationalUnreal Tournament 3
    
    PS3
    
    InternationalCruisn
    
    Wii
    
    InternationalGame Party
    
    Wii
    
    InternationalThree Months Ended March 31, 2007The Ant Bully
    
    Wii
    
    InternationalThe Grim Adventures of Billy & Mandy
    
    Wii
    
    InternationalBlitz: The League
    
    Xbox 360
    
    International
 Stranglehold Blacksite: Area 51 Xbox 360 PS3, Unreal Tournament 3 PS3
 13




---



##### 



B. North American Net Revenues
 Game Party Unreal Tournament 3, Mortal Kombat: Armageddon Mortal Kombat:
Armageddon Happy Feet Blitz: The League
 C. International Net Revenues
 Unreal Tournament 3 Game Party Blacksite: Area 51 Blitz: The League,
Happy Feet, Rampage: Total Destruction.
 D. Cost of Sales  Product Costs and Distribution
  E. Cost of Sales  Royalties and Product Development
   Three Months EndedMarch 31,Description
    
    2008
    
    
    2007Amortization of capitalized product development costs
    
    $
    6,577
    
    
    $
    1,471Writedowns related to future releases
    
    
    3,445
    
    
    
    57Expenses incurred subsequent to product release
    
    
    845
    
    
    
    363Total
    
    $
    10,867
    
    
    $
    1,891
 Unreal Tournament 3, NBA Ballers: Chosen One Game Party
 14




---



##### 



F. Research and Development Expense
  Three Months EndedMarch 31,Description
    
    2008
    
    
    2007Gross research and development costs
    
    $
    24,147
    
    
    $
    24,694Research and development costs capitalized
    
    
    (17,419
    )
    
    
    (17,088
    )Research and development expense
    
    $
    6,728
    
    
    $
    7,606
 G. Selling and Marketing Expense
 Unreal
Tournament 3 NBA Ballers: Chosen One
 H. Administrative Expense
  I. Interest Income
  J. Interest Expense
   K. Other Income, Net
  15




---



##### 



Liquidity and Capital Resources
        16




---



##### 



Off-Balance Sheet Arrangements and Contractual Obligations
  17




---



##### 



Payments Due by PeriodLess Than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-term debt obligations(1)
    
    $
    19,100
    
    
    $
    
    
    
    $
    
    
    
    $
    19,100
    
    
    $
    Interest on long-term debt obligations(2)
    
    
    5,236
    
    
    
    1,232
    
    
    
    3,696
    
    
    
    308
    
    
    
    Convertible senior notes(3)
    
    
    150,000
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    Interest on convertible senior notes(4)
    
    
    16,453
    
    
    
    9,844
    
    
    
    6,609
    
    
    
    
    
    
    
    Operating lease obligations(5)
    
    
    14,488
    
    
    
    3,541
    
    
    
    5,363
    
    
    
    4,515
    
    
    
    1,069Purchase obligations(6)
    
    
    45,077
    
    
    
    25,507
    
    
    
    17,660
    
    
    
    1,910
    
    
    
    Other liabilities(7)
    
    
    726
    
    
    
    363
    
    
    
    363
    
    
    
    
    
    
    
    Total
    
    $
    251,080
    
    
    $
    40,487
    
    
    $
    183,691
    
    
    $
    25,833
    
    
    $
    1,069
 
 (1)
    
    These obligations are reflected on our consolidated balance sheet as long-term debt at March
31, 2008.(2)
    
    Assumes debt is carried to full term. Debt bears interest at variable rates. The amounts
above assume future interest will be incurred at 6.45% (one month LIBOR rate as of March 31,
2008, plus 3.75%) from April 1, 2008 through June 29, 2012, the maturity date of the long-term
debt obligation. These obligations are not reflected on our consolidated balance sheet at
March 31, 2008.(3)
    
    Assumes our two convertible senior note instruments are carried through the dates the holders
may first redeem the notes, which are April 30, 2009 and May 31, 2010, respectively. These
obligations are reflected on our consolidated balance sheet at March 31, 2008, net of the
unamortized discounts.(4)
    
    Assumes our convertible senior note instruments are carried through the date the holders may
first redeem the notes, which are April 30, 2009 and May 31, 2010, respectively. The
instruments bear interest at the fixed rates of 6.00% and 7.125% per annum, respectively.
These obligations are not reflected on our consolidated balance sheet at March 31, 2008.(5)
    
    These obligations are not reflected on our consolidated balance sheet at March 31, 2008.(6)
    
    Purchase obligations are agreements to purchase goods or services that are enforceable and
legally binding on us and that specify all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the approximate
timing of the transaction. The amounts in the table above include inventory items, marketing
commitments, and minimum payments due under various licensing agreements and third party
developer agreements. The amounts disclosed above assume all transactions are carried to
contractual term and do not reflect cancellations within our control. Such cancellations could
result in amounts owed being less than those reflected above. These obligations are not
reflected on our consolidated balance sheet at March 31, 2008.(7)
    
    This item represents the remaining obligations under software license financing arrangements
which are reflected on our consolidated balance sheet in other accrued liabilities and other
noncurrent liabilities at March 31, 2008. Recently Issued Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 18




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Impact of Inflation
  Seasonality
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
    Item 4. Controls and Procedures
   19




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##### 



Part II. Other Information
 Item 1. Legal Proceedings.
   20




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##### 



Item 6. Exhibits.
 ExhibitNo.
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the
Registrant dated October 25, 1996, incorporated herein by
reference to the Registrants Registration Statement on Form S-1,
as amended, File No. 333-11919, initially filed on September 13,
1996 and effective October 29, 1996.3.2
    
    Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Registrant dated February 25, 1998,
incorporated herein by reference to the Registrants Registration
Statement on Form 8-A/A, Amendment No. 1, filed on April 20, 1998.3.3
    
    Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Registrant dated August 5, 2003,
incorporated herein by reference to the Quarterly Report on Form
10-Q for the quarter ended June 30, 2003.3.4
    
    Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of the Registrant dated February 17, 2004,
incorporated herein by reference to the Registrants Registration
Statement on Form S-3, File No. 333-113077, initially filed on
February 25, 2004.3.5
    
    Composite Amended and Restated By-laws of the Registrant, dated
June 13, 2007, incorporated herein by reference to the
Registrants Current Report on Form 8-K, dated June 13, 2007.10.1*
    
    Letter Agreement dated as of March 19, 2008 between Midway Games
Inc. and Matthew V. Booty, incorporated herein by reference to the
Registrants Current Report on Form 8-K, dated March 20, 2008.10.2*
    
    Memorandum to Matthew V. Booty Regarding Performance-Based Bonuses
for Interim CEO and President dated April 8, 2008, incorporated
herein by reference to the Registrants Current Report on Form
8-K/A, Amendment No. 1, dated April 10, 2008. Portions of this
exhibit have been omitted pursuant to a request for confidential
treatment in accordance with Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.10.3*
    
    Midway Games Inc. Memorandum to Ryan ODesky Regarding Terms of
Employment dated April 8, 2008, incorporated herein by reference
to the Registrants Current Report on Form 8-K, dated April 11,
2008 (the 4/11/08 8-K).10.4*
    
    Midway Games Limited Memorandum to Martin Spiess Regarding Terms
of Employment dated April 8, 2008, incorporated herein by
reference to the 4/11/08 8-K.10.5*
    
    Midway Games Limited Memorandum to Martin Spiess Regarding Sales
Incentive Bonus Plan dated April 8, 2008, incorporated herein by
reference to the 4/11/08 8-K. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment in
accordance with Rule 24b-2 under the Securities Exchange Act of
1934, as amended.31
    
    Certifications of Interim Chief Executive Officer and Interim
Chief Financial Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32
    
    Certifications of Interim Chief Executive Officer and Interim
Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan or arrangement. 21




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##### 



Signature
  MIDWAY GAMES INC.By:
    
    /s/ Ryan G. ODeskyRyan G. ODeskyInterim Chief Financial Officer and Treasurer
(Principal Financial Officer and
duly authorized officer)  22




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##### 



EXHIBIT INDEX
 ExhibitNo.
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the
Registrant dated October 25, 1996, incorporated herein by
reference to the Registrants Registration Statement on Form S-1,
as amended, File No. 333-11919, initially filed on September 13,
1996 and effective October 29, 1996.3.2
    
    Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Registrant dated February 25, 1998,
incorporated herein by reference to the Registrants Registration
Statement on Form 8-A/A, Amendment No. 1, filed on April 20, 1998.3.3
    
    Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Registrant dated August 5, 2003,
incorporated herein by reference to the Quarterly Report on Form
10-Q for the quarter ended June 30, 2003.3.4
    
    Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of the Registrant dated February 17, 2004,
incorporated herein by reference to the Registrants Registration
Statement on Form S-3, File No. 333-113077, initially filed on
February 25, 2004.3.5
    
    Composite Amended and Restated By-laws of the Registrant, dated
June 13, 2007, incorporated herein by reference to the
Registrants Current Report on Form 8-K, dated June 13, 2007.10.1*
    
    Letter Agreement dated as of March 19, 2008 between Midway Games
Inc. and Matthew V. Booty, incorporated herein by reference to the
Registrants Current Report on Form 8-K, dated March 20, 2008.10.2*
    
    Memorandum to Matthew V. Booty Regarding Performance-Based Bonuses
for Interim CEO and President dated April 8, 2008, incorporated
herein by reference to the Registrants Current Report on Form
8-K/A, Amendment No. 1, dated April 10, 2008. Portions of this
exhibit have been omitted pursuant to a request for confidential
treatment in accordance with Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.10.3*
    
    Midway Games Inc. Memorandum to Ryan ODesky Regarding Terms of
Employment dated April 8, 2008, incorporated herein by reference
to the Registrants Current Report on Form 8-K, dated April 11,
2008 (the 4/11/08 8-K).10.4*
    
    Midway Games Limited Memorandum to Martin Spiess Regarding Terms
of Employment dated April 8, 2008, incorporated herein by
reference to the 4/11/08 8-K.10.5*
    
    Midway Games Limited Memorandum to Martin Spiess Regarding Sales
Incentive Bonus Plan dated April 8, 2008, incorporated herein by
reference to the 4/11/08 8-K. Portions of this exhibit have been
omitted pursuant to a request for confidential treatment in
accordance with Rule 24b-2 under the Securities Exchange Act of
1934, as amended.31
    
    Certifications of Interim Chief Executive Officer and Interim
Chief Financial Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32
    
    Certifications of Interim Chief Executive Officer and Interim
Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan or arrangement. 23