Cover Story (May 2005)

UltraCade Races Forward

With first shipments last month of Breeders' Cup: Tournament Edition, UltraCade has propelled itself even further into the limelight of the coin-op industry.

As the company's name suggests, UltraCade Technologies has its roots in developing technology and it began in 1984 with David R. Foley. In his freshman year at Boston's Northeastern University as a Computer Science major Foley discovered a way to help fund his education.

After reading about various CPU designs for a class, he realized that he could significantly enhance his personal computer (PC) by swapping out the slow Intel 8088 processor with an NEC V20 and upgrading the computer's internal clock from 4.77MHz to 8.0MHz.

After a few days of experimenting he knew he had something. Armed with his innovation, Foley Hi-Tech Systems was born. Foley recognized that to best sell his upgrade he needed to pair it with software that could help improve the other parts of a PC that were drastically slowing down his computer.

Foley began developing utilities that helped speed up his PC beyond his new CPU upgrade. While monitoring his Bulletin Board System on the FidoNet (a network of PCs that communicated before the Internet) he stumbled across a program written by Roger Cross. Eighteen-year-old Foley and Cross, 28, bonded instantly and pooled their efforts to market a suite of utilities known as HyperDisk SpeedKit through a company they named HyperWare.

During the next six years Foley and Cross sold products on BBS systems around the world. In 1989, Ashton Tate noticed that many loyal dBase customers were installing HyperDisk to speed up their database. Tate bought the rights for HyperDisk, which allowed Cross to take a five-year sabbatical and Foley to move to California to pursue his passion for video games.

The game industry welcomes Foley

Three months after moving to San Francisco, Foley was working on one of the hottest Genesis console products in the game industry, Spider-Man vs. Kingpin for Sega, one of the leading companies in the game industry. After helping with programming, level design work, and testing for the new product, he worked on two more projects for Sega before venturing back on his own.

Foley built a small development studio in San Francisco and before long it had grown to 30 employees. Reviving HyperWare, he developed games for the Sega Genesis and Super Nintendo platforms. In 1995 the company struck gold with Urban Strike published by Electronic Arts, selling over 750,000 copies in the first six months. Business was going great, but it was about to change.

Founder and CEO David R. Foley 
is showing off one of the company's 
latest pieces of technology.  

Foley and his team had developed significant amounts of technology for the 16-bit consoles, giving them the ability to quickly turn ideas into products. The market, however, was turning upside down. Sony had just launched the PlayStation console, the first in the wave of next generation machines. The development environment was changing for 16-bit consoles. Transitions were expensive. Halfway through development of Silver Squadron, Foley's first PlayStation title, it was cancelled. The team put out six educational titles for Lightspan, but the development costs were putting the company out of business. It was time for a radical change.

Welcome to coin-op

Foley began searching for a home for the game technology that HyperWare had developed. He briefly helped develop content for Sega Channel but it didn't take off. The future didn't look too bright.

The company's office was full of many classic arcade machines, including Foley's favorite, Joust. Experimenting with some emulation technology he developed in college, Foley soon had Joust up and running on his PC. Then various iterations of the game started to appear, including NetJoust, a version that you play with multiple people in the same playfield but without servers.

NetJoust ran by simply loading your game on the Internet. This technology held significant promise, but development funds were running low. On a trip to Electronic Arts, Foley toured the fledgling coin-op division, which had recently started to build an arcade machine using Sega Genesis as the driving engine. At the time, Sega Genesis did not provide enough horsepower for the machine, but Foley knew what could power the new machine.

The ArcadePC, an eventual standard?

In 1996, Foley's former partner, Roger Cross, contacted him about getting back to work. Foley greeted his call saying, "Great, we are now in the arcade business; let's get to work!" The two planned to build a PC that would replace the very expensive dedicated circuit boards that powered every arcade game from both Japanese and American manufacturers.

Foley had visited Intel several times to show them his technology and convince them to provide the much needed technical data on chipsets. HyperWare then scored its first big coin-op licensing coup, the development deal for Quake and Quake II's source code. Foley and Cross worked non-stop for months converting the title, which had been a tremendous hit in home PCs, to code that could be used in coin-op.

The first production run of UltraCade 
multi-game machines in 2000 
under the Quantum3D banner.  

While the software and PC issues were being tackled, it was obvious that they needed amazing graphics. Foley found Quantum3D, a startup that was developing the most powerful PC graphics cards on the planet. At Quantum3D, Foley was introduced to Bob DeKett (UltraCade's current Vice President of Business Development). DeKett and Foley started working together to integrate the Quantum3D video and I/O boards into HyperWare's Quake: Arcade Tournament Edition. They encountered problems with the Quantum3D technology, and rather than wait for the solution they fixed it themselves. Their proactive and solution-oriented style led HyperWare to another big change.

HyperWare was one of the founding members of Intel's Open Arcade Architecture Forum. From 1997 to 1999, Foley traveled with Intel and spoke at many of the industry trade shows touting the benefits of moving to a PC platform.

Did somebody say tournament?

A portion of the underlying technology developed for the Quake arcade product was a network engine called SparkyNET, which allowed the machines to communicate without a central server. It also allowed for instant head-to-head competition and delivered content remotely. Both of these features showed potential for more than just Quake.

HyperWare met with the coin-op division of Sega to explore ways to use this technology. Foley was introduced to Michael Cooper-Hart, then Vice President of Sega (now UltraCade's Director of Product Development and Quality Assurance). Sega's Daytona 2 had been out for a year and earnings were starting to decline. Sega turned to HyperWare for a facelift. Foley's team employed its PC-based technology, tapped into the Sega Model 2 fiber network, and delivered a system that converted any Daytona 2 game into a worldwide tournament machine. While a technical success, the product saw limited distribution in the United States and United Kingdom because of several management decisions made by Sega.

In order to launch Quake: Arcade Tournament Edition, HyperWare partnered with Texas-based LBE Systems, hoping to find a business partner to take care of the manufacturing and distribution portion of the business so HyperWare could focus on its strong game development and technology pursuits.

While technically flawless, Quake: Arcade Tournament Edition was not earning well at arcades. The biggest installation was at GameWorks and was comprised of four seats in every Game-Arc station, a giant sit-down setup featuring wrap-around projection screens.

At GameWorks Foley met Phil Foley and Brian Matthews (both are currently with UltraCade). With the large development expenditures and the unsuccessful launch of its first coin-op product, HyperWare found itself in need of a cash infusion.

Since HyperWare needed funding and Quantum3D wanted to move into the coin-op technology market, the pairing was perfect. In 1998 Quantum3D acquired HyperWare, its technology, and its employees. HyperWare become the Entertainment Systems Division with the mission of supplying the coin-op market with PC-based technology.

Foley and his team wasted no time. They developed the Quicksilver II computer chassis, a system designed specifically to be placed in an arcade cabinet. Convinced of this new platform, Midway decided to drive Hydro Thunder's engine with Quicksilver II, eventually selling over 17,000 units and proving that the PC was a viable coin-op platform. Foley hit the road selling PC-based coin-op solutions to companies such as Interactive Light and Global VR.

With growing success of the coin-op division, Foley's team expanded and brought on new members including Greg Lima, who was fresh out of college. They soon developed new products such as Lucky 8. The team took the NetJoust concept and designed a multi-game arcade machine that would run on the PC-based technology. DeKett went around the world and landed contracts with arcade legends like Capcom, Jaleco, and Taito. The UltraCade multi-game system was born.

In 2000, just as the UltraCade multi-game system was being launched, Quantum3D landed a government contract with Lockhead Martin to develop military simulators and decided to get out of coin-op.

HyperWare spun itself out as a separate company and took all of its coin-op technology. Quantum3D's investors were still interested in the coin-op market and placed their own management in the newly formed company. Foley and his team found themselves employees of the company they built!

In 2002, HyperWare found a new use for its embedded PC systems in the digital signage market. The investors, still feeling the pain of the Internet stock crash in the Silicon Valley, decided to pursue the digital sign market and abandon the coin-op market. In October 2002 HyperWare went into bankruptcy as the investors abandoned the company.

Rising from the ashes

Not ready to give up on coin-op, Foley rallied the troops and formed UltraCade Technologies to continue with their labor of love. Without the financial backing of investors, Foley consulted during the first year to pay the rent and payroll. Foley worked for various companies including engineering projects at Global VR. In the fall of 2003 UltraCade was back on its feet and Foley stopped consulting to focus full time on UltraCade Technologies' growth.

Foley gives a lot of credit to his staff: "Our team is the greatest collection of dedicated and loyal people that you will ever meet," stated Foley.

Earlier that year, UltraCade Technologies, struggling to regain the confidence of operators and distributors, took a small 10-foot booth at the spring Amusement Showcase International (ASI) in Las Vegas, Nev.

Foley recalled that show: "We had only three people officially on the payroll while the entire development team was working without pay to help rebuild the business. We showed up at ASI with one 27-inch dedicated game and one universal kit. The development team traveled to Las Vegas to help sell products and rebuild the company. These guys worked for several months without a paycheck; that is how much they believed in our company." Foley added, "Without their passion and dedication, we never would have made it."

Capturing the Atari magic

When UltraCade needed to assemble a team to develop Breeders' Cup Foley turned to Charlie Grisafi and his development team from GFX Construction. Charlie, Leif Terry, Dave Shepperd, Aaron Hightower, Mike Hally, and Jeff Shears have all joined the Breeders' Cup team and have a combined list of games that reads like the history of Atari: Area 51, Maximum Force, Road Burners, Rush 2049, Rush Wavenet, Gauntlet Dark Legacy, Gauntlet Legends, All Points Bulletin (A.P.B.), Blasteroids, Stun Runner, Moto Frenzy, Gravitar, Star Wars, Night Driver, and Asteroids Deluxe.

Other Atari veterans include Vice President of Domestic Sales Elaine Shirley, Engineer Cris Drobny, and receptionist Evelyn Perez. "It's a lot like the old Atari days with the energy and enthusiasm around this company," boasted Shirley. "Everyone here loves the environment. We work hard but we love what we do."

Other industry veterans joining UltraCade Technologies include Vice President of Manufacturing Fred Abadi, who previously worked for Interactive Light and Global VR; and Michael Cooper-Hart, who held positions with Sega and Namco.

UltraCade Technologies went back to its content partners and re-secured content licenses for many games, including more titles from Midway. A proven platform, the UltraCade multi-game system re-established its dominance in the retro gaming movement. Expanding the line with a growing lineup of cabinet offerings, UltraCade also found itself with a new strategic partner that lead the way back into selling products for the home.

Supplying the industry

UltraCade Technologies continued to expand its intellectual property portfolio developing many different I/O cards and adapters. UltraCade now supplies many of its competitors with technology components to drive their games.

"This industry is a small tight knit family, said Foley. "It seems that practically everyone has worked together at one time or another. To keep the marketplace healthy, we need new and fresh ideas all the time. We realize that we won't always have them and that sometimes our competitors will have a winning product. We want to cultivate and share as much of that success as possible. So we have decided to offer our technology components to other companies. If they have a successful product it increases the success of our technology, then we all win."

UltraCade Technologies products can be found in machines from Betson, Tsunami, Global VR, Roxor, and others. Products such as the Universal Video Card (UVC) allow any VGA output game to drive any coin-op-type monitor, low or medium resolution, which provides the missing link for universal kit upgrades to modern platforms. Customers can buy the UVC off the shelf exclusively distributed by Happ Controls.

Back to the consumer market

As UltraCade grew its cabinet offerings, Foley met up with Doug Duba of Churchill Mfg./Chicago Gaming, a long-time cabinet manufacturer. The two companies worked together to leverage the multi-game platform that UltraCade had perfected and create a consumer-only version, Arcade Legends.

Seven years after exiting the consumer market, UltraCade Technologies was once again selling to the home market. "Arcade Legends has become a staple in our product offering. We sell these units nationwide at retailers such as Costco and Fry's and in Hammacher Schlemmer and FrontGate catalogs. Arcade Legends is also available at several of the leading game room suppliers like Automated Services and PinballSales.com.  "We are expanding our consumer line and will have two new products for this Christmas' buying season," said Foley.

An idea's time has come

In 2003 Foley and DeKett started playing Sega's Derby Owners Club (DOC) and began designing the next-generation horse racing game. While DOC was earning amazing results, the per game cost was more than what 95 percent of players were willing to spend to play it in the U.S. market. Foley informed, "We believed we could design a next-generation game using our PC-based technology and target an affordable price that would get great market penetration."

UltraCade developed several technical demonstrations and designed a new horse racing game, Thoroughbred Racing Club. The goal was to leverage the multiple years of technology development in PCs and tournaments to build an affordable and networkable game. Foley and DeKett made multiple trips to Japan trying to sell the idea to publishers and looking for the funding necessary to develop this caliber of game.

According to Foley, in February 2004 UltraCade Technologies entered into a non-binding agreement with Sega to negotiate the development of the product. During the next few months contract terms were negotiated between the two companies.

UltraCade started development and investing in the project, hoping for the funding to arrive from Japan any day to keep the company moving on the project. Foley recalls, "Then at the last moment, we had the rug pulled out from under us."

Foley recalls that day in July 2005 when during a trip to UltraCade's brand-new corporate headquarters Sega and Sammy management announced that they would not be licensing the technology that UltraCade had developed and also would not be funding the completion of UltraCade's horse racing game.

"It was a severe blow to morale and put us in a panic financially," recalled DeKett, who had invested almost two years of work at that point. "Now the scramble was on to figure out how to finish the game and, more importantly, how to brand it without major backing to really make it stand out."

What a difference a partner makes

Foley and DeKett approached the National Thoroughbred Racing Association (NTRA), the organizing body for horse racing in North America, looking for a partner to help brand their game. "We showed them our technology and our business plan, which highlighted the potential of a horse racing game that featured recurring tournaments," stated DeKett. "We listened to their needs and crafted a plan that could benefit both companies. They were already looking to move into the consumer and cell phone markets and needed a partner for the coin-op market. It was synergy from the first meeting."

An enthusiastic partner, NTRA representatives were in the UltraCade booth at the most recent ASI show. "The NTRA is providing us with much more than just a logo or a name. We are working together on international sponsors for our tournaments, co-branding, marketing deals, television advertising, and much more," stated Foley. "UltraCade has entered into a multi-year, exclusive license with the NTRA for the coin-op product line."

UltraCade had another hurdle to overcome: how to develop and build the next generation video game. For that, they turned to the industry for help and advice. Partnering with companies such as Happ Controls, Betson, Churchill Mfg., Automated Services, and Wells-Gardner, UltraCade was able to leverage the help of the industry's well-respected veterans. "We have been very fortunate to have many of the industry's experts give us a hand in many different ways," said Foley. "This industry is a very small one and we all need to work together to keep it strong. The support shown to us has been amazing and it shows in the quality of our new product."

The next golf

Breeders' Cup: Tournament Edition began shipping last month. With a strong debut at ASI, excitement about the product just continues to grow with every post show event and every player forum. UltraCade Technologies has been proactive in courting tournament arcade players, as well as designing the game to capture the casual players. Many operators have commented that this game has the potential to be as big as coin-op golf has been for the past eight years.

UltraCade Technologies is supporting a strong tournament schedule, kicking off in June with tournaments held every weekend throughout the summer and fall. "There will be weekly tournaments with prize pools as high as $10,000," stated DeKett. "Then we have five Super Saturday events with prize pools as high as $25,000." The season will culminate at the end of October with the top 14 players from around the world being flown to Belmont in New York for the Breeders' Cup World Thoroughbred Championship. The day before the real world horse races, UltraCade Technologies and the NTRA will hold it's Coin-Op Championship with a $100,000 prize pool and the winner will take home a Dodge Viper.

Go baby go!

With a strong foothold in the ever growing consumer game room market, leading the retro gaming movement, and the launch of the Breeders' Cup: Tournament Edition game, UltraCade Technologies is on a pace second to none. Named to Entrepreneur Magazine's Top 100 Hottest Companies List for 2005, Foley and his team plan to continue to lead the way in keeping the coin-op industry strong.

The East Coast team, (l-r): Tom Ducharme, 
Phil Foley, Brad Lima, and 
Greg Lima sitting on top of the 
Fall River, Mass., office building.

Industry veterans 
Lou Rudolph and Elaine Shirley 
head up the sales organization.

From left: familiar faces Mike Hally, 
Aaron Hightower, Charlie Grisafi, and 
Leif Terry are the core members of the 
Breeders' Cup development and former Atarians.



Sales experts Anita Ochoa (inside sales) 
and Liz Breen (sales manager) 
round out the sales team.

From left: manufacturing team members 
Jason Matthews, Thanh Tran, Toan Nguyen, 
Ha Nguyen, and Jesse Leandro with a batch of 
Street Fighter Anniversary Edition machines.

The stars come out! Dave Navarro and 
Carmen Electra are two of many stars 
that have UltraCade multi-game systems in their homes.

Finance team members, 
(l-r): Jaclyn Davis, 
Rose Ramirez and 
Cristina Matthews.

From left: Hardware and Test Board Designer 
Daniel Tate with Quality Control team members 
Jim Hernandez, Michael Cooper-Hart, and Jayson Ayran.

Need help? Sunny Cadaos and 
Derek Mau man the customer support lines.

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