UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 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 1-12367
 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 West Roscoe Street, Chicago, Illinois
    
    60618(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (773) 961-2222
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which Registered
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o o
 o þ
  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
 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
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EXPLANATORY NOTE
    2




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PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
 Identification of Directors and Executive Officers.
 Name and Age
    
    Position(s) with Midway
    
    Committee(s)Matthew V. Booty (43)
    
    Chairman, President and Chief Executive OfficerRyan G. ODesky (33)
    
    Senior Vice President  Finance, Chief Financial Officer,
Treasurer and Principal Accounting OfficerDeborah K. Fulton (45)
    
    Senior Vice President, Secretary and General CounselMiguel Iribarren (43)
    
    Senior Vice President  PublishingMartin Spiess (43)
    
    Executive Vice President  International (Midway Games Limited)William C. Bartholomay (80)
    
    Director
    
    (1),(2)*,(3),(4)Joseph A. Califano, Jr. (77)
    
    Director
    
    (1),(2),(3)*,(4)Robert N. Waxman (72)
    
    Director
    
    (1)*,(4)
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee(3)
    
    Member of the Nominating and Corporate Governance Committee(4)
    
    Member of the Special Committee of the Board of Directors(*)
    
    Indicates chair of committee whose number precedes the asterisk (*). Biographical Information
 Matthew V. Booty
 Ryan G. ODesky
 Deborah K. Fulton
 Miguel Iribarren
 3




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Martin Spiess
 William C. Bartholomay
 Joseph A. Califano, Jr.
 Robert N. Waxman,
 Involvement in Certain Legal Proceedings.
 Section 16(a) Beneficial Ownership Reporting Compliance.
 Audit Committee Membership.
 Audit Committee Financial Expert.
 Code of Business Conduct and Ethics.
 4




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Nominating and Corporate Governance Committee.
 Item 11. Executive Compensation.
 Summary Compensation Table
  2008 SUMMARY COMPENSATION TABLE
 Change inPensionValue andNon-Equity
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPrincipal Position
    
    Year
    
    Salary($)
    
    Bonus($)
    
    Awards($)(1)
    
    Awards($)(1)
    
    Compensation($)
    
    Earnings($)
    
    Compensation($)
    
    Total($)Matthew V. Booty
    
    
    2008
    
    
    
    369,554
    
    
    
    187,500
    
    
    
    
    
    
    
    38,418
    
    
    
    
    
    
    
    
    
    
    
    4,878
    (2)
    
    
    600,350President and Chief
    
    
    2007
    
    
    
    354,950
    
    
    
    
    
    
    
    
    
    
    
    26,977
    
    
    
    
    
    
    
    
    
    
    
    5,657
    (2)
    
    
    387,584Executive Officer (PEO)David F. Zucker
    
    
    2008
    
    
    
    796,372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,805
    (2)
    
    
    801,177Former President and Chief
    
    
    2007
    
    
    
    600,630
    
    
    
    
    
    
    
    
    
    
    
    910,158
    
    
    
    
    
    
    
    
    
    
    
    8,456
    (2)
    
    
    1,519,244Executive Officer (former PEO)Miguel Iribarren
    
    
    2008
    
    
    
    280,189
    
    
    
    29,000
    
    
    
    
    
    
    
    19,208
    
    
    
    
    
    
    
    
    
    
    
    6,786
    (2)
    
    
    335,183Senior Vice
    
    
    2007
    
    
    
    248,774
    
    
    
    
    
    
    
    
    
    
    
    13,613
    
    
    
    
    
    
    
    
    
    
    
    6,823
    (2)
    
    
    269,210President  PublishingMartin Spiess
    
    
    2008
    
    
    
    363,476
    (3)
    
    
    145,363
    (4)
    
    
    
    
    
    
    71,537
    
    
    
    
    
    
    
    26,282
    (5)
    
    
    67,256
    (3)(6)
    
    
    673,914Executive Vice President  International
    
    
    2007
    
    
    
    360,326
    (3)
    
    
    73,900
    (4)
    
    
    
    
    
    
    60,558
    
    
    
    
    
    
    
    
    
    
    
    62,050
    (3)(6)
    
    
    556,834for Midway Games Limited
 
 (1)
    
    Represents fair value of awards recognized as compensation cost during the year over
the respective vesting periods of the awards. See discussion of Midways valuation
procedures and fair value assumptions for stock option awards at Note 13 to the
consolidated financial statements.(2)
    
    Represents payments made under our Exec-U-Care supplemental health insurance program.(3)
    
    GBP to USD exchange rate used was the 2008 annual average of 1.85518 for 2008
compensation and the 2007 annual average of 2.00181 for 2007 compensation.(4)
    
    GBP to USD exchange rate used was the spot rate of 1.4479 as of December 31, 2008
for 2008 compensation and the spot rate of 1.9973 as of December 31, 2007 for 2007
compensation.(5)
    
    Represents pension contribution paid to National Insurance in Great Britain.(6)
    
    Represents payments made for car allowance and commute reimbursement.   Salary
  5




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Cash Bonus
     Equity Awards
   6




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Perquisites and Other Benefits
    Grants Of Plan-Based Awards
  Outstanding Equity Awards At Fiscal Year-End
  2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Stock AwardsEquityOption Awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    Number
    
    Market
    
    Unearned
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    of Shares
    
    Value of
    
    Shares,
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    or Units
    
    Shares or
    
    Units or
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    of Stock
    
    Units of
    
    Other
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    Options
    
    Price($)
    
    Expiration Date
    
    Vested (#)
    
    Vested ($)
    
    Vested (#)
    
    Vested ($)(1)Matthew V. Booty
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    9.89
    
    
    
    6/4/2012
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (3)
    
    
    9,50050,000
    
    
    
    
    
    
    
    
    
    
    
    2.35
    
    
    
    8/12/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,125
    
    
    
    
    
    
    
    
    
    
    
    6.50
    
    
    
    10/31/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    37,500
    (2)
    
    
    
    
    
    
    5.90
    
    
    
    8/19/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David F. Zucker
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Miguel Iribarren
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    2.35
    
    
    
    8/12/2013
    
    
    
    
    
    
    
    
    
    
    
    35,000
    (3)
    
    
    6,65035,000
    
    
    
    
    
    
    
    
    
    
    
    10.78
    
    
    
    2/13/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,250
    
    
    
    18,750
    (2)
    
    
    
    
    
    
    5.90
    
    
    
    8/19/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Martin Spiess
    
    
    30,000
    
    
    
    10,000
    (4)
    
    
    
    
    
    
    9.25
    
    
    
    6/2/2015
    
    
    
    
    
    
    
    
    
    
    
    35,000
    (3)
    
    
    6,6506,250
    
    
    
    18,750
    (2)
    
    
    
    
    
    
    5.90
    
    
    
    8/19/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Based on the closing price of our common stock on the NYSE on December 31, 2008, which was $0.19 per share.(2)
    
    During August 2007, the Company granted shares of incentive stock options under the 2005 Plan to our Named
Executive Officers. Up to 25% of the grant is currently exercisable, up to 50% of the grant is exercisable
on August 20, 2009, up to 75% of the grant is exercisable on August 20, 2010 and up to 100% of the grant
is exercisable on August 20, 2011.(3)
    
    During August 2007, the Company granted restricted shares under the 2005 Plan to our Named Executive
Officers. The restricted stock was restricted as to transfer until the Release Date, April 6, 2009. A
precondition to the lapse of restrictions on this performance-based restricted stock was that the Company
achieve profitability (i.e., having net income greater than zero) for the fiscal year ending December 31,
2008. The Company did not achieve profitability in the fiscal year ending December 31, 2008 and the
restricted stock was therefore forfeited on the Release Date.(4)
    
    Up to 75% of the grant is currently exercisable and up to 100% of the grant is exercisable on June 3, 2009.  7




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Potential Payments Upon Termination or Change-In-Control
  Termination and Change of Control Arrangements
 Mr. Booty
  Mr. Zucker
  
    
    The Company was required to pay Mr. Zucker, within 30 days after the date of termination,
his base salary in effect at the date of termination through the date of termination; and
    
    Within 30 days after the Company publicly announced its audited results for the year
2008, the year in which the date of termination occurred, the product of:
 o
    
    The annual bonus, if any, earned by Mr. Zucker under his employment agreement as
if Mr. Zucker had remained employed for the entire year; ando
    
    A fraction, the numerator of which is the number of days in the applicable year,
through the date of termination, and the denominator of which is 365, less any payments
previously made to Mr. Zucker in respect of the annual bonus; and
 
    
    Whether or not Mr. Zucker seeks or accepts other employment, the Company shall pay to Mr.
Zucker an amount equal to two times his base salary in effect on the date of termination,
which shall be payable 25% on the date of termination, and an additional 25% on each of 121
days, 242 days and 365 after the date of termination.
  
    
    conviction of a felony, or any other crime involving fraud, dishonesty or breach of trust
relating to the Company or Mr. Zuckers employment;
    
    failure and refusal to follow a reasonable direction of the board of directors of the
Company after notice in writing of such failure or refusal and a cure period of ten days
after the notice in writing;
    
    commission of any dishonest or grossly negligent act which has or is reasonably likely to
have a material adverse effect on the Company or its customer or trade relationships
provided that such act was not taken with the approval of the board of directors of the
Company; or
 8




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
    
    a breach by Mr. Zucker of any material provision of his employment agreement, after the
Company has provided him with notice in writing and a cure period of ten days.
  
    
    individuals who constitute the board of directors at May 6, 2003 or who have been
recommended for election to the board by two-thirds of the board consisting of individuals
who are members of the board at May 6, 2003 or such recommended successors cease for any
reason to constitute at least a majority of such board; and
    
    Mr. Zucker is not offered the opportunity to continue as Chief Executive Officer after
such a board change on the terms of this employment agreement.
  
    
    the sum of:
 ° one years base annual salary then in effect; and° the bonus payable to Mr. Zucker, if any, for the year immediately prior to the change of control,
 
    
    multiplied by 2.99.
    
    
    a breach by the Company of any material provision of Mr. Zuckers employment agreement,
after Mr. Zucker has provided the Company with notice in writing thereof and a cure period
of ten days;
    
    there has occurred any material diminution or reduction in Mr. Zuckers duties, whether
in scope or nature, or Mr. Zucker is required to report to anyone other than the board of
directors of the Company or any committee thereof;
    
    the board of directors elects an executive officer senior in rank to Mr. Zucker;
    
    the Companys principal place of business is moved more than 50 miles from 2704 West
Roscoe Street, Chicago, Illinois and as a result of such move, Mr. Zuckers commute to work
is increased by more than 50 miles each way; or
    
    a change of control occurs and within 60 days after the change of control Mr. Zucker
notifies the Company of his election to terminate his employment.
  9




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Mr. Iribarren
  
    
    within five years of April 8, 2008; and
    
    within two years after the change of control a terminating condition occurs,
then Mr. Iribarren shall be entitled to a severance amount equal to 12 months salary following his
termination.
   
    
    the employment of Mr. Iribarren is terminated by the Company without cause;
    
    Mr. Iribarren gives Midway a written resignation from his employment after, without his
consent, the business facility at which he is required to perform his duties to the Company
is relocated more than 50 miles from the business location at which he is performing his
duties to Midway; or
    
    Mr. Iribarren gives the Company a written resignation from his employment after,
without his consent, either he is placed in a position with the Company of lesser stature
than his present position with the Company or he is assigned duties with the Company
inconsistent with such position or duties which, if performed, would result in a
significant change in the nature or scope of powers, authority, functions or duties
inherent in such position on April 8, 2008 or Mr. Iribarren is assigned by the Company
performance requirements and working conditions which are a variance with the performance
requirements and working conditions in effect on April 8, 2008, provided that such assigned
duties, performance requirements and/or working conditions are not associated with his
achieving a position of greater stature, authority and/or responsibility than his present
position with the Company.
 Mr. Spiess
  10




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Non-Employee Director Compensation Table
  DIRECTOR COMPENSATION
 Change inPension ValueandNonqualifiedStock
    
    
    
    
    
    Non-Equity
    
    DeferredFees Earned or
    
    Awards
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Paid in Cash ($)
    
    ($)
    
    Option Awards ($)(1)
    
    Compensation ($)
    
    Earnings
    
    Compensation ($)(2)
    
    Total ($)William C. Bartholomay
    
    
    227,000
    
    
    
    
    
    
    
    15,528
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    242,528Peter C. Brown(3)
    
    
    235,413
    
    
    
    
    
    
    
    15,528
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,941Joseph A. Califano, Jr.
    
    
    245,500
    
    
    
    
    
    
    
    15,528
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261,028Shari E. Redstone(4)
    
    
    333,158
    
    
    
    
    
    
    
    15,528
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348,686Robert J. Steele(5)
    
    
    130,859
    
    
    
    
    
    
    
    15,528
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,387Robert N. Waxman
    
    
    239,143
    
    
    
    
    
    
    
    15,528
    
    
    
    
    
    
    
    
    
    
    
    9,029
    
    
    
    263,700
 
 (1)
    
    Represents fair value of awards recognized as compensation cost during the year over the
respective vesting periods of the awards. See discussion of Midways valuation procedures and
fair value assumptions for stock option awards at Note 13 to the consolidated financial
statements. There were no grants of option awards to the Directors in 2008, however, Messrs.
Bartholomay, Brown, Califano, Steele and Waxman and Ms. Redstone each had 73,613, 12,000,
12,000, 12,000, 29,000 and 12,000 shares of common stock underlying options outstanding,
respectively, all of which were exercisable at December 31, 2008.(2)
    
    Represents payments made under our Exec-U-Care supplemental health insurance program.(3)
    
    Mr. Brown resigned as a director of the Company effective January 29, 2009.(4)
    
    Ms. Redstone resigned as a director of the Company effective November 4, 2008.(5)
    
    Mr. Steele resigned as a director of the Company effective December 1, 2008.     11




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 Principal Stockholders
  Number of Shares ofCommon Stock
    
    Percentage ofBeneficially
    
    OutstandingName and Address of Beneficial Owner
    
    Owned(1)
    
    Common Stock(2)Acquisition Holdings Subsidiary I LLC
    
    
    80,339,266
    
    
    
    87.1
    %c/o Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, NY 10036Attention: Peter AbruzzeseMT Acquisition Holdings LLC
    
    
    80,339,266
    
    
    
    87.1
    %c/o Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, NY 10036Attention: Peter AbruzzeseMark Thomas
    
    
    80,339,266
    
    
    
    87.1
    %c/o Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, NY 10036Attention: Peter Abruzzese
 
 (1)
    
    Based upon a Schedule 13D filed with the SEC on December 5, 2008, Acquisition Holdings Subsidiary I LLC
(AHS) reported direct ownership of 80,339,266 shares of common stock. As a result of MT Acquisition
Holdings LLCs (MTAH) control of AHS, as AHS sole member, and Mark Thomas control of MTAH, as MTAHs sole
member, each of MTAH and Mr. Thomas are deemed beneficial owners of the shares.(2)
    
    Percentage calculations are based on 92,254,925 shares outstanding on April 20, 2009 excluding treasury shares. Security Ownership of Management
  Number of Shares of
    
    Percentage ofCommon Stock
    
    OutstandingName of Beneficial Owner
    
    Beneficially Owned(1)
    
    Common Stock(1)William C. Bartholomay
    
    
    118,983
    (2)
    
    
    *Matthew V. Booty
    
    
    113,625
    (3)
    
    
    *Joseph A. Califano, Jr.
    
    
    22,000
    (4)
    
    
    *Miguel Iribarren
    
    
    71,250
    (5)
    
    
    *Martin Spiess
    
    
    46,250
    (6)
    
    
    *Robert N. Waxman
    
    
    29,000
    (7)
    
    
    *David F. Zucker
    
    
    
    (8)
    
    
    Directors and Executive Officers as a Group (9 persons)
    
    
    438,528
    (9)
    
    
    *
 
 *
    
    Less than 1%(1)
    
    Under Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, shares underlying
options are deemed to be beneficially owned if the holder of the option has the
right to acquire beneficial ownership of the underlying shares within 60 days.
Percentage calculations are based on 92,254,925 shares outstanding on April 20,
2009, excluding treasury shares. No shares have been pledged as security by our
directors or executive officers.(2)
    
    Includes 73,613 shares of common stock underlying stock options.(3)
    
    Includes 113,625 shares of common stock underlying stock options. 12




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##### 



(4)
    
    Includes 12,000 shares of common stock underlying stock options.(5)
    
    Includes 71,250 shares of common stock underlying stock options.(6)
    
    Includes 46,250 shares of common stock underlying stock options.(7)
    
    Includes 29,000 shares of common stock underlying stock options.(8)
    
    Mr. Zucker ceased service as our employee in April 2008 therefore no information
is provided above because we do not have access to information regarding his
share ownership.(9)
    
    Includes an aggregate of 371,988 shares of common stock underlying stock options. Securities Authorized for Issuance Under Equity Compensation Plans
       13




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##### 



EQUITY COMPENSATION PLAN INFORMATION
 (c)Number of Securities(a)
    
    (b)
    
    Remaining Available forNumber of Securities to
    
    Weighted-Average Exercise
    
    Future Issuance Under Equitybe Issued upon Exercise
    
    Price of Outstanding
    
    Compensation Plansof Outstanding Options,
    
    Options, Warrants and
    
    (Excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    Rights
    
    Reflected in Column (a))Equity compensation plans approved by
Stockholders
    
    
    2,695,425
    (1)
    
    $
    9.24
    
    
    
    1,899,253
 
 (1)
    
    Total excludes the 335,000 performance-based restricted shares granted
to management that are outstanding at December 31, 2008. See Note 13
to our consolidated financial statements for details.  Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Corporate Governance
 www.investor.midway.com.
 Controlled Company Exemptions.
 
    
    A majority of the members of the board of directors must qualify as independent
directors who have no material relationship with the issuer other than serving as a director
and who meet the other requirements of independence set forth in Section 303A.02 of the
listing standards of the New York Stock Exchange;
    
    Issuers have a nominating and corporate governance committee (or committees that are
responsible for each of these functions) composed entirely of independent directors; and
    
    Issuers have a compensation committee composed entirely of independent directors.
  Director Independence.
 
    
    The director is not and has not been our employee for at least three years, and no member
of the directors immediate family is or has been our executive officer for at least three
years;
 14




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##### 




    
    The director has not received, and no member of his immediate family has received during
any 12-month period in the last three years, more than $100,000 per year in direct
compensation from us, other than director and committee fees and pension or other forms of
deferred compensation for prior service (provided such compensation is not contingent in any
way on continued service);
    
    Neither the director nor any member of his immediate family (i) is a partner or employee
of a firm that is our internal or external auditor or (ii) was, within the last three years,
a partner or employee of such a firm and personally worked on our audit within that time;
    
    Neither the director nor any member of his immediate family has been employed within the
last three years as an executive officer of another company where any of our present
executive officers at the same time serves or served on that companys compensation
committee; and
    
    A director is not an executive officer or an employee, and no member of his immediate
family is an executive officer, of a company that in any of the last three fiscal years has
made payments to, or received payments from, us for property or services in an amount which,
in any such single fiscal year, exceeded the greater of $1 million, or 2% of such other
companys consolidated gross revenues.
  Other Transactions
  Transactions with National Amusements Inc.
     15




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##### 



Transactions with Viacom and Affiliates
  L.A.
RUSH, L.A. RUSH
  Transactions with Willis Group Holdings Ltd.
  16




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##### 



Item 14. Principal Accounting Fees and Services.
  Years EndedDecember 31,2008
    
    
    2007Audit Fees(1)
    
    $
    761,403
    
    
    $
    887,000Audit-Related Fees(2)
    
    
    24,000
    
    
    
    22,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    785,403
    
    
    $
    909,000
 
 (1)
    
    Comprised of the audit of our annual consolidated financial
statements, internal control attestation services required to comply
with the requirements of the Sarbanes-Oxley Act, review of financial
statements included in our Form 10-Qs and other services provided by
the accountant in connection with statutory and regulatory filings.(2)
    
    Comprised of 401(k) audit procedures and various other services. Pre-approval Policies and Procedures
  Percentage of Services Approved Under S-X Rule 2- 01(c)(7)(i) (C)
  PART IV
 Item 15. Exhibits and Financial Statement Schedule.
 Exhibits.
 ExhibitNo
    
    Description10.60*
    
    Midway Games Inc. Memorandum to Miguel Iribarren Regarding Terms of Employment dated April 8, 2008.31
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan or arrangement. 17




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SIGNATURES
  MIDWAY GAMES INC.By:
    /s/  MATTHEW V. BOOTYMatthew V. BootyChief Executive Officer and President




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##### 



EXHIBIT INDEX
 ExhibitNo
    
    Description10.60*
    
    Midway Games Inc. Memorandum to Miguel Iribarren Regarding Terms of Employment dated April 8, 2008.31
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan or arrangement.