ntn_8k-020209.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 2,
2009
NTN
BUZZTIME, INC.
(Exact
name of Registrant as Specified in Charter)
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Delaware
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001-11460
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31-1103425
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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5966
La Place Court
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Carlsbad,
California
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92008
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (760) 438-7400
________________
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:
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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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
February 2, 2009, Terry Bateman, currently a member of the Company’s Board of
Directors, has been appointed Chief Executive Officer of NTN Buzztime, Inc. (the
“Company”).
Mr.
Bateman, age 52, has served on the Company’s Board since November 1,
2008. Mr. Bateman served as Chief Executive Officer 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 of 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 and
1997. Mr. Bateman holds a B.S. in Economics from the University of
Tennessee
Effective
February 2, 2009, the Company entered into an employment agreement with Mr.
Bateman. In accordance with the terms of that agreement, Mr.
Bateman’s employment is “at will” and he will receive an annual base salary of
$375,000. He will be eligible to receive a cash bonus of up to 50% of
his base salary, based on achievement of specified corporate performance
targets. In connection with the commencement of Mr. Bateman’s
employment, the Company has granted Mr. Bateman an option to purchase 1,750,000
shares of the Company’s Common Stock, subject to the terms of the Company’s 2004
Performance Incentive Plan and the standard form of the Company’s stock option
agreement for executive employees. Subject to Mr. Bateman’s continued service to
the Company, the stock options will vest in 48 equal monthly installments over a
period of four years. Mr. Bateman will be entitled to health and life
insurance and other benefits generally available to employees of the
company. In the event Mr. Bateman’s employment with the Company is
terminated without cause, the Company shall pay, as severance pay, an amount
equal to the sum of one (1) month of severance for every two (2) months he has
been employed up to a maximum of six (6) months calculated at his base salary
rate in effect on the date of termination, which shall be payable in
substantially equal installments on a bi-weekly basis over the payment
period. If Mr. Bateman’s employment is terminated with cause, he will
not be entitled to any severance benefits.
The
foregoing description of Mr. Bateman’s employment agreement is qualified in its
entirety by reference to the full text of the employment agreement, which is
filed as Exhibit 10.20 hereto and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
10.20
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Terry
Bateman employment agreement dated February 2,
2009.
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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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By:
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/s/ Kendra
Berger |
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Kendra
Berger |
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Chief
Financial Officer |
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Date: February
4, 2009