ntn_8k-021309.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 13,
2009
NTN
BUZZTIME, INC.
(Exact
name of Registrant as Specified in Charter)
|
Delaware
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001-11460
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31-1103425
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
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5966
La Place Court
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|
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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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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.
(a)
Effective February 13, 2009, based upon the favorable recommendation of the
Nominating and Corporate Governance Committee, Mary Beth Lewis has been
appointed to the Board of Directors of NTN Buzztime, Inc. (the “Company”) and to
the Audit Committee of the Board. There were no
arrangements or understandings between Ms. Lewis and any other person pursuant
to which she was selected as a director.
Ms.
Lewis, age 50, most recently held the position of Chief Financial Officer of
Fresh Produce Sportswear, Inc., a women’s apparel company, from 2007 to
2009. During 2006 and 2007 she was an accounting instructor in the
Colorado State University College of Business. From 2001 to 2005 Ms.
Lewis was employed by Noodles and Company, a restaurant chain, where she held,
among other positions, the role of Chief Financial Officer. Prior to
that, she was the Chief Financial Officer of Wild Oats Markets, Inc, a national
grocery store chain. Ms. Lewis currently serves on the Board of
Directors for eBags, Inc., an online retailer of bags and accessories, where she
also serves as the Audit Committee Chair. Ms. Lewis holds two
undergraduate degrees from West Virginia University: a BA in
Psychology and a BS in Speech Pathology and Audiology. Ms. Lewis also
holds an M.B.A. in Accounting and Finance from the University of
Pittsburgh.
In
accordance with the Board compensation provisions with respect to new directors,
Ms. Lewis was granted options to purchase 30,000 shares of the Company’s Common
Stock pursuant to the Company’s 2004 Performance Incentive Plan (the “Plan”) on
the effective date. The exercise price of these options will be equal
to the closing market price of our Common Stock on the date of
grant. One half of these option shares are immediately vested and
exercisable. The remaining options vest and become exercisable in
equal installments each month immediately subsequent to the date of grant and up
to the date of the next annual meeting of shareholders, which is expected to
occur in or about May 2009. The option shares are subject to full
acceleration of vesting upon a change of control event (as defined in the
Plan). Ms. Lewis is also eligible to receive director’s fees in
accordance with the current Board of Directors fees compensation
arrangement.
(b)
Effective February 17, 2009, Robert Clasen resigned as a member of the Board of
Directors of the Company.
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.
BY: /s/ Kendra
Berger
Kendra
Berger
Chief
Financial Officer
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Date: February
19, 2009