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)
March 8, 2005
NTN COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 001-11460 31-1103425
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 16, 2005, NTN Communications, Inc. issued a press release announcing
its financial results for the year and fourth quarter ended December 31, 2004.
The press release is attached hereto as Exhibit 99.1. The information in this
report and the attached exhibit is being furnished and shall not be deemed
"filed" with the Securities and Exchange Commission for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of Section 18. Furthermore, the information contained in this
Current Report shall not be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended.
ITEM 8.01 OTHER EVENTS.
NTN and Long Range Systems, Inc. entered into an agreement to settle and dismiss
litigation relating to allegations of patent infringement and unfair competition
filed by Long Range Systems in United States District Court, Northern District
of Texas and to counter charges alleged by NTN against Long Range Systems,
including domain name misappropriation and unfair competition, pending in the
United States District Court, Southern District of California. Under the terms
of the settlement, NTN and Long Range Systems each agreed to settle and dismiss
the two lawsuits without liability or any payment to the other party. Each party
will be responsible for its own legal costs. The Settlement Agreement is
attached hereto as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press release issued by NTN Communications, Inc. on March 16, 2005.
Exhibit 99.2 Settlement Agreement, effective as of February 28, 2005, between
Long Range Systems, Inc. and NTN Communications, Inc.
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/ James B. Frakes
-----------------------
James B. Frakes
Chief Financial Officer
Date: March 18, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Press release issued by NTN Communications, Inc. on March 16, 2005.
99.2 Settlement Agreement, effective as of February 28, 2005, between
Long Range Systems, Inc. and NTN Communications, Inc.