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) December 14, 2005 NTN Communications, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation or Organization) Identification No.) 5966 La Place Court Carlsbad, California 92008 (Address of Principal Executive Offices) (Zip Code) (760) 438-7400 (Registrant's telephone number, including Area Code) ------------------- Item 1.01 Entry into a Material Definitive Agreement. On December 14, 2005, Stanley B. Kinsey requested that the Board of Directors of the Company immediately commence a search for his successor as Chief Executive Officer of NTN Communications, Inc. Mr. Kinsey will remain as the Chief Executive Officer until a new or interim Chief Executive Officer is hired, in order to assist with a smooth transition, and will resign effective upon that event. Mr. Kinsey will be paid severance pursuant to Section 16 of his employment agreement with the Company dated June 28, 2005. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. Item 5.02 Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers. The information set forth under Item 1.01 is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Press release, dated December 20, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NTN COMMUNICATIONS, INC. By:____/s/Andy Wrobel_______________ Andy Wrobel Chief Financial Officer Date: December 20, 2005 EXHIBIT INDEX Exhibit No. Document 99.1 Press Release, dated December 20, 2005.