UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. 11)(1)
NTN
Buzztime, Inc.
(Name
of
Issuer)
Common
Stock, $.005 par value per share
(Title
of
Class of Securities)
629410309
(CUSIP
Number)
Jay
A.
Wolf
c/o
Trinad Capital Master Fund, Ltd.
2121
Avenue of the Stars, Suite 2550
Los
Angeles, California 90067
(310)
601-2500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
September
17, 2008
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13(d)-1(f) or 240.13(d)-1(g), check the
following box. x
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See § 240.13d-7 for other parties to
whom copies are to be sent.
(1)
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital Master Fund, Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X (joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
6,741,127
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
6,741,127
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,741,127
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.11%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Management, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
6,741,127
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
6,741,127
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,741,127
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.11%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IA
|
||
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
5,609,292
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
5,609,292
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,609,292
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.08%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Advisors II, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
5,609,292
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
5,609,292
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,609,292
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.08%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
S. Ellin
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
6,741,127
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
6,741,127
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,741,127
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.11%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay
A. Wolf
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
6,741,127
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
6,741,127
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,741,127
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.11%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
CUSIP No. 629410309
Introductory
Statement
This
constitutes Amendment No. 11 (the “Amendment”) to the Statement on Schedule 13D,
originally filed on July 24, 2007, as amended (the “Schedule 13D”).
Except
as
otherwise described in this Amendment, the information contained in the Schedule
13D remains in effect, and all capitalized terms not otherwise defined herein
shall have the meanings previously ascribed to them in the Schedule 13D.
Information given in response to each item in the Schedule 13D shall be deemed
incorporated herein by reference in all other items.
Item
3 is
hereby supplemented with the following:
Item
3. Source and Amount of Funds or Other Consideration.
Since
the
date of amendment number 10 to this Schedule 13D, the Master Fund used
$154,488.63 (including commissions) of its working capital to purchase an
aggregate of 621,800 shares of Common Stock.
Item
4 is hereby amended in its entirety as follows:
Item
4. Purpose of Transaction.
(d)
and
(g) On September 9, 2008, Trinad Capital Master Fund, Ltd. (“Trinad”) sent a
response letter to the Issuer requesting information pursuant to Delaware
General Corporation Law §220 (the “Demand Letter”). Trinad had previously
attempted to obtain information from the Issuer through a letter to
the Issuer dated June 10, 2008. Specifically, in the Demand Letter, Trinad
requested: (1) the Issuer’s stock list as of April 2, 2008; (2) the Issuer’s
current stock list; (3) the list of shareholders that purportedly constituted
a
quorum at the Annual Meeting; (4) the record of the number of votes for,
withheld from and abstaining at the Annual Meeting; (5) all proxies and proxy
cards and like documents showing votes cast at the Annual Meeting; (6) the
records of the inspector or other person in charge of collecting and counting
votes at the Annual Meeting; (7) the minutes or records that may include
other
matters relating to the Annual Meeting; (8) all documents concerning the
resignations of Messrs. Kird Read and Dario Santana as directors; (9) all
documents concerning the termination of Mr. Santana as Chief Executive Officer
of the Company; (10) all documents concerning the retention of Michael Fleming
as interim CEO; (11) all documents concerning the causes or purported causes
of
the poor financial performance of the Company during the first two quarters
of
2008; and (12) all minutes of the Board of Directors of the Company and any
committees thereof at which any of the forgoing matters were discussed or
considered. Under §220, the Issuer has five (5) business days to make the
documents available for inspection and review. A copy of the Demand Letter
is
attached hereto as Exhibit B.
On
September 16, 2008, Trinad sent another letter to the Issuer demanding that
Messrs. Fleming, Bergsman, Arlen and Clasen immediately resign from the Board
of
Directors (the “Director Resignation Letter”). Trinad demanded that the Issuer
consider its slate of directors, which include: Robert S. Ellin, Jay Wolf,
Bruce
Stein and Ian Aaron. A copy of the Director Resignation Letter is attached
hereto as Exhibit C.
The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis and may engage in discussions with the Issuer’s Board of
Directors and/or management; other stockholders of the Issuer; and/or other
relevant parties concerning the Issuer’s business, corporate governance,
management and future plans. The Reporting Persons may take such actions
in the
future with respect to their investment in the Issuer as they deem advisable
including, without limitation, purchasing additional shares or selling some
or
all of their shares, engaging in short selling of or any hedging or similar
transactions with respect to the shares and/or otherwise changing their
intention with respect to the matters referred to in Item 4 of Schedule 13D.
Such actions will depend upon various factors including, without limitation,
the
Issuer’s financial and strategic direction and position, the response of the
Board of Directors to the letter referred to above, the price performance
of the
Issuer’s shares, general conditions in the Issuer’s industry, the economy and
the securities markets, and the availability of other investment
opportunities.
Except
as
set forth above, the Reporting Persons have no present plan or proposal that
would relate to or result in any of the matters set forth in subparagraphs
(a) -
(j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a) Unless
otherwise indicated, as of the date hereof, Trinad Capital Master Fund, Ltd.
is
the beneficial owner of 6,741,127 shares of the Common Stock, representing
approximately 12.11% of the Common Stock of the Issuer.
Trinad
Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and
Trinad Capital LP); Robert S. Ellin, the managing director of and portfolio
manager for Trinad Management, LLC; and the managing director of Trinad Advisors
II LLC and Jay A. Wolf a managing director of and portfolio manager for Trinad
Management, LLC may be deemed to have direct or indirect beneficial ownership
of
6,741,127 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.
representing approximately 12.11% of the Common Stock of the
Issuer.
Trinad
Capital LP (as the owner of 83.21% of the shares of Trinad Capital Master Fund,
Ltd. as of June 30, 2008) and
Trinad Advisors II, LLC (as the general partner of Trinad
Capital LP), may
each
be deemed to be the beneficial owners of 83.21% of the 6,741,127 shares of
the
Common Stock held by Trinad Capital Master Fund, Ltd., representing 5,609,292
shares or 10.08% of the Common Stock of the Issuer.
Each
of
Trinad
Management, LLC and
Trinad
Advisors II,
LLC
disclaim beneficial ownership of the shares of Common Stock directly and
beneficially owned by Trinad
Capital Master Fund, Ltd.
Each
of
Robert S. Ellin and Jay A. Wolf disclaims beneficial ownership of the shares
of
Common Stock directly beneficially owned by Trinad
Capital Master Fund, Ltd. except to the extent of their respective pecuniary
interests therein.
The
percentages used herein are calculated based on the 55,652,908 shares of Common
Stock reported by the Issuer to be issued and outstanding as of July 31, 2008
in
the Issuer's Form 10-Q for
the
period ended July 31, 2008, as
filed
with the Securities and Exchange Commission on August 11, 2008.
(b) Trinad
Management,
LLC,
Robert S. Ellin and Jay A. Wolf have shared power to vote or to direct the
vote
and have shared power to dispose or to direct the disposition of the Common
Stock
it or he
may be deemed to own beneficially.
(c) Set
forth
below are the acquisitions made by Trinad Capital Master Fund, Ltd. in the
last
60 days. All shares were purchased on the open market through a
broker.
|
Date
|
Shares
Acquired
|
Cost
Per Share Including Commissions
|
|
07/28/2008
|
6,900
|
$0.312
|
|
07/29/2008
|
600
|
$0.345
|
|
07/30/2008
|
1,200
|
$0.327
|
|
08/01/2008
|
1,700
|
$0.329
|
|
08/08/2008
|
20,000
|
$0.321
|
|
08/11/2008
|
15,100
|
$0.298
|
|
08/14/2008
|
20,000
|
$0.311
|
|
08/15/2008
|
20,400
|
$0.311
|
|
08/29/2008
|
25,000
|
$0.309
|
|
09/08/2008
|
2,900
|
$0.245
|
|
09/16/2008
|
200,000
|
$0.24
|
|
09/16/2008
|
107,000
|
$0.23
|
|
09/17/2008
|
200,000
|
$0.236
|
|
09/18/2008
|
20,000
|
$0.241
|
|
09/22/2008
|
100,000
|
$0.23
|
|
09/23/2008
|
100,000
|
$0.24
|
|
09/24/2008
|
69,500
|
$0.23
|
(d) Not
applicable.
(e) Not
applicable.
Item
7. Material to be Filed as Exhibits.
The
following exhibit is filed as part of this Tenth Amendment:
Exhibit
A, Joint Filing Agreement, dated as of September 24, 2008.
Exhibit
B, Letter to NTN Buzztime, Inc., dated September 9, 2008.
Exhibit
C, Letter to Joseph J. Farricielli, Jr., Chairman of Nominating and Corporate
Governance Committee, dated September 16, 2008.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Director
Date:
September 26, 2008
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
September 26, 2008
|
|
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
September 26, 2008
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
September 26, 2008
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
Date:
September 26, 2008
|
By:
/s/
Jay A. Wolf
Jay
A. Wolf, an individual
Date:
September 26, 2008
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature. Attention.
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
EXHIBIT
A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13D-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule
13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for
the
timely filing of such amendments, and for the completeness and accuracy of
the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Director
Date:
September 26, 2008
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
September 26, 2008
|
|
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
September 26, 2008
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
September 26, 2008
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
Date:
September 26, 2008
|
By:
/s/
Jay A. Wolf
Jay
A. Wolf, an individual
Date:
September 26, 2008
|
TRINAD
CAPITAL MASTER FUND, LTD
2121
AVENUE OF THE STARS, SUITE 2550
LOS
ANGELES, CA 90067
September
9, 2008
BY
FACSIMILE AND CERTIFIED MAIL
NTN
Buzztime, Inc.
5966
La
Place Court
Suite
100
Carlsbad,
California 92008
Attn:
Michael Fleming
|
Re:
|
Supplemental
Demand Pursuant to Section 220 of the Delaware General Corporation
Law
|
Dear
Mr.
Fleming:
Trinad
Capital Master Fund, Ltd. (“Trinad”) hereby supplements its June 10, 2008
demand to inspect books and records of NTN Buzztime, Inc. (“NTN” or “the
Company”). Among other things, in this supplemental demand, Trinad will address
your counsel’s June 16, 2008 response to Trinad’s demand. In that letter,
your counsel stated that you would produce documents for our inspection
in a
very short timeframe after you received “clarification” of our demand for the
“Company’s stock ledger and stock record book”; “a list of the shareholders
present in person, or by proxy, that constituted a quorum at the Annual
Meeting”; and “the minutes or records that may include [other] matters relating
to the Annual Meeting.”
In
summary, Trinad demands inspection of the following documents:
1. The
stock
list as of April 2, 2008;
2. A
current
stock list;
3. The
list
of shareholders that purportedly constituted a quorum at the Annual
Meeting;
4. The
record of the number of votes for, withheld from and abstaining at the
Annual
Meeting;
5. All
proxies and proxy cards and like documents showing votes cast at the Annual
Meeting;
6. The
records of the inspector or other person in charge of collecting and counting
the votes at the Annual Meeting;
7. The
minutes or records that may include other matters relating to the Annual
Meeting;
8. All
documents concerning the resignations of Messrs. Kirk Read and Dario Santana
as
directors;
9. All
documents concerning the termination of Mr. Santana as Chief Executive
Officer
of the Company;
NTN
Buzztime, Inc.
Page
2
September
9, 2008
10. All
documents concerning the retention of Michael Fleming as interim
CEO;
11. All
documents concerning the causes or purported causes of the poor financial
performance of the Company during the first two quarters of 2008;
12. All
minutes of the Board of Directors of the Company and any committees
thereof at
which any of the foregoing matters were discussed or considered.
The
purposes for this demand and the reasons and bases underlying those
purposes are
set forth below. All the purposes are proper under 8 Del.
C. § 220.
On
June
24, 2008 Trinad wrote to you making clear that Trinad believes “that a quorum to
hold the 2008 Annual Meeting [did not exist] on May 30, 2008” and that a
majority of NTN’s stockholders “are withholding their votes at the 2008 Annual
Meeting.” Trinad’s June 24, 2008 letter provided more than the
“clarification” your counsel purported to need on June 16, 2008 to comply with
Trinad’s demand to inspect the stock list as of April 2, 2008; and the list
of shareholders that purportedly constituted a quorum at the Annual
Meeting; and
the record of the number of votes for, withheld from and abstaining
at the
Annual Meeting; and the records of the inspector or other person in
charge of
collecting and counting the votes; and the minutes or records that
may include
other matters relating to the Annual Meeting. Further, the adjourned
meeting has
closed so you can no longer claim that Trinad’s demand is “premature.” Yet, to
date, you have failed to produce any documents for Trinad’s
inspection.
Trinad
believes this is a very serious matter. NTN claims in its June 3, 2008
Form 8-K that a quorum was present on May 30, 2008; the validity of
whatever took place and/or was voted on at the adjourned meeting on
June 26, 2008 was dependent on the existence of that quorum. If, as Trinad
believes, a quorum was not present on May 30, 2008, then everything that
took place on June 26, 2008, including the election of directors, may be
null and void, and the legality of all actions taken by that invalidly
elected
board of directors may be in question. Thus, Trinad reiterates its
demand for
the April 2, 2008 stock list, the list of stockholders purportedly
constituting a quorum on May 30, 2008, the record of the number of votes
for, withheld from and abstaining at the Annual Meeting, the records
of the
inspector or other person in charge of collecting and counting votes
at the
Annual Meeting, and the minutes or records that may include other matters
relating to the Annual Meeting. We also demand to inspect a current
stock list
to enable us to communicate with other shareholders of the Company
about the
matters set forth above and below.
Trinad
Capital Master Fund Ltd. l 2121
Avenue of the Stars, Suite 2550lLos
Angeles, CA 90067lPhone:
(310) 601-2500lFax:
(310)
277-2741
NTN
Buzztime, Inc.
Page
3
September
9, 2008
As
one of
NTN’s largest shareholders, Trinad is very concerned about the dearth of
information concerning personnel changes and the Company’s very poor financial
performance during the first two quarters of 2008. Prior to the Annual
Meeting,
Kirk Read and Dario Santana resigned from the Company’s Board of Directors, and
Mr. Santana was terminated as Chief Executive Officer of the Company.
These
personnel changes purportedly were the reasons why the Annual Meeting
was
adjourned from May 30, 2008 to June 26, 2008. Yet, NTN has provided its
shareholders with little information about the reasons for these resignations
and the departure of Mr. Santana as CEO. Considering that these
resignations took place during the time when shareholders were being
asked to
elect a new board of directors, Trinad is justifiably concerned that
information
about these resignations would have had a material impact on the shareholders’
choice of leadership in the current year.
We
are
also profoundly concerned about the employment of Michael Fleming as
interim
CEO. To Trinad’s knowledge you made no effort to seek a replacement for
Mr. Santana. Instead, the directors chose one of their own circle and gave
Mr. Fleming what appears to be excessive compensation, considering the
Company’s very poor performance in the first two quarters of 2008. We understand
that the Company lost $5 million, without any explanation to the
shareholders for such a substantial loss.
The
unexplained personnel changes, the hasty and uninformed retention of
Mr. Fleming
as interim CEO, and the Company’s losses in 2008 make it difficult for Trinad to
ascertain the value of its investment in NTN, and give rise to serious
concerns
about mismanagement and the independence and competence of the Company’s present
management. Accordingly, Trinad demands to inspect all documents concerning
the
reasons for the resignations of Mr. Read and Mr. Santana as directors
of the
Company, together with all documents concerning the termination of
Mr. Santana as CEO of the Company and the retention of Mr. Fleming as
interim CEO. Further, Trinad demands to inspect all documents concerning
the
causes or purported causes of the poor financial performance of the
Company
during the first two quarters of 2008. Trinad wishes to examine these
documents
to ascertain the value of its investment in the Company, and, if appropriate,
to
communicate its concerns to other shareholders; and, if warranted,
to seek
redress on behalf of the Company for any mismanagement or wrongdoing
that may
have occurred in connection with the operations of the Company.
Trinad
Capital Master Fund Ltd. l 2121
Avenue of the Stars, Suite 2550lLos
Angeles, CA 90067lPhone:
(310) 601-2500lFax:
(310)
277-2741
NTN
Buzztime, Inc.
Page
4
September
9, 2008
Under
Section 220, you have five (5) business days to make the documents
available for
our inspection and our review. Unless such documents are made available
as
provided above for inspection by Trinad, as a shareholder of the Company,
by
noon, September 18, 2008, we intend to pursue all remedies available
at law in
order to protect and advance the Company’s interests. You, the Company and your
agents, including without limitation, any and all attorneys, accountants,
advisors and consultants are hereby instructed not to alter, amend,
update,
revise or change in any manner the documents described above prior
to, or
following, your making such documents available for inspection.
Please
contact me immediately about the arrangements by which these documents
will be
made available for our inspection as mandated by law.
SIGNED
under the pains and penalties of perjury, this 9th day of September,
2008,
|
Very
truly yours,
TRINAD
CAPITAL MASTER FUND, LTD.
|
||
| |
|
|
| By: | /s/ Robert S. Ellin | |
|
Robert
S. Ellin
Director
|
||
| STATE OF CALIFORNIA | ) |
|
ss:
|
|
| COUNTY OF LOS ANGELES | ) |
On
the
___ day of ____________,2008 before me personally came __________________
to me
known and known to me to be the individual described in, and who executed
the
foregoing instrument, and (s)he acknowledged to me that (s)he executed
the
same.
______________________________
Notary
Public
My
term
expires:_______________________
Trinad
Capital Master Fund Ltd. l 2121
Avenue of the Stars, Suite 2550lLos
Angeles, CA 90067lPhone:
(310) 601-2500lFax:
(310)
277-2741
