ntn_8k-111608.htm
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): November 17, 2008
NTN
BUZZTIME, INC.
|
(Exact
name of registrant as specified in its charter)
|
|
Delaware
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(State
or Other Jurisdiction of
Incorporation)
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001-11460
|
|
31-1103425
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Commission
File Number
|
|
(IRS
Employer
Identification
No.)
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5966
La Place Court, Suite 100
Carlsbad,
California
|
|
92008
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(Address
of Principal Executive Offices)
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|
(Zip
Code)
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(760)
438-7400
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(Registrant's
telephone number, including area
code)
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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:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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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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¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. |
Entry into a Material
Definitive Agreement. |
In
connection with the change in management that is discussed under Item 5.02 of
this report, effective November 18, 2008, NTN Buzztime, Inc. ("we," "us," "our," or the "Company"), entered into an
executive advisory agreement with Terry Bateman, a member of our board of
directors. Under the terms of this agreement, we engaged Mr. Bateman
to serve as a consultant and to assist us with a strategic analysis of our
operations and to advise and assist the Company’s management team as we seek to
identify and employ a permanent chief executive officer. The initial
term of the agreement is for a 90-day period, which we, in our sole discretion,
may extend for up to two additional 45-day periods. In exchange for
his services, we agreed to pay Mr. Bateman $20,000 per month. Either
party may terminate the relationship on at least 15-days advance
notice.
Item 5.02. |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers. |
(b)
Effective November 17, 2008, Michael Fleming resigned from his position as
chairman of our board of directors and as our interim chief executive officer,
and effective November 19, 2008, Mr. Fleming resigned from our board
of directors. Mr. Fleming has been placed on inactive employee status
until the letter agreement pursuant to which he was employed expires on December
31, 2008. Until such date, we will continue to compensate Mr. Fleming
pursuant to the terms of his agreement, including payment of a base salary of
$33,333.33 per month.
On
November 18, 2008, our board of directors appointed Jeff Berg as chairman of our
board of directors and appointed Kenneth Keymer to the audit
committee. Messrs. Berg and Keymer are each current members of the
board.
(c) In
connection with Mr. Fleming's resignation as interim CEO, our board of
directors, on November 18, 2008, established an Interim Committee of the
President (the “Interim Committee”) to oversee the day-to-day running of our
operations. Our board of directors initially appointed to the Interim
Committee Terry Bateman, a current member of the board of directors, whose role
on the Interim Committee shall be to provide oversight on behalf of the board;
Kendra Berger, our Chief Financial Officer; and Peter Boylan, our Executive Vice
president of Sales and Customer Marketing. The board may appoint one
or more additional executive officers to the Interim Committee in the
future.
Our board
of directors continues to evaluate qualified candidates to serve as our
permanent chief executive officer.
Mr. Terry
Bateman, age 52, was appointed to our board of directors effective November 1,
2008. Mr. Bateman has nearly 30 years executive experience in
developing, growing, managing and selling businesses. As a personal
investor in Red Zone Capital from September 2006 to present, Mr. Bateman served
as CEO of Dick Clark Productions, a television production company, from June
2007 to February 2008. From September 2006 to June 2007, Mr. Bateman
served as interim Chief Marketing Officer of the Washington Redskins, a
professional football team. From September 2005 to September 2006,
Mr. Bateman served as President and Chief Executive Officer at Barton Cotton,
Inc., a provider of integrated direct marketing fundraising services to
non-profit organizations, and prior to that, served as its Executive Vice
President of Fund Raising beginning in 1998. He also served as
President of Snyder Communications’ Marketing Services Division between 1994 to
1997. Mr. Bateman was Executive Vice President, Vice
President and Director of Whittle Communications between 1981 to 1994, having
begun his career in marketing with The Gillette Company between 1979 and
1981. Mr. Bateman holds a B.S. in Economics from the University of
Tennessee.
Ms.
Kendra Berger, age 41, was appointed our chief financial officer and secretary
in August 2006. Ms. Berger served on our board of directors and as
chairperson of our audit committee from July 2005 until August
2006. From May 2005 until August 2006, Ms. Berger served as the
Executive Director of Finance and Controller of Stressgen Biotechnologies, Inc.,
a publicly traded biopharmaceuticals company (now known as Nventa
Biopharmaceuticals Corporation). Prior to joining Stressgen, Ms.
Berger served from April 2001 until May 2005 as the Vice President, Finance and
Controller of Discovery Partners International, Inc., a publicly traded drug
discovery services and tools company. Prior to joining Discovery
Partners International, Inc. in 2001, Ms. Berger was our chief financial
officer. She is a licensed CPA.
Mr. Peter
J. Boylan III, age 46, joined NTN Buzztime in July 2008 as Executive Vice
President of Sales and Customer Marketing. Prior to joining NTN
Buzztime, Mr. Boylan was Vice President of Sales at Enterprise Media Networks –
EMN8 from May 2005 to July 2008. Prior to EMN8, Mr. Boylan held
executive positions with The Coca-Cola Company between May 1995 and April 2005,
most recently serving as Director of Sales from November 2004 to April
2005. Mr. Boylan has over 17 years of sales, marketing, and
operational experience in the hospitality and foodservice
industry. He is also a veteran of the U.S. Army where he served with
the 101st and 82nd Airborne Divisions. He earned an MBA from Wake
Forest University’s Babcock Graduate School of Management and a Bachelor of
Science degree in Aerospace Engineering from the U.S. Military Academy at West
Point.
ITEM 9.01 |
Financial Statements and
Exhibits |
(d)
Exhibits
99.1
|
Press
Release dated November 21, 2008
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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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NTN
BUZZTIME, INC.
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|
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Dated:
November 21, 2008
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By:
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/s/
Kendra Berger
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Kendra
Berger
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Document
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99.1
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Press
release dated November 21, 2008
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