SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)
January 26, 2004
NTN Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 333-33078 31-1103425
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
5966 La Place Court
Carlsbad, California 92008
(Address of Principal (Zip Code)
Executive Offices)
(760) 438-7400
(Registrant's telephone number, including Area Code)
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ITEM 5. OTHER EVENTS
On January 26, 2004, we entered into a placement agency agreement with Roth
Capital Partners, LLC with respect to the offer and sale of up to 3,943,661
shares of common stock, par value $0.005 per share, to selected investors, which
is expected to result in net proceeds of approximately $13,000,000, after we pay
expenses of the offering, including placement agent fees and expenses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1.1 Placement Agency Agreement, dated January 26, 2004, by and between Roth
Capital Partners, LLC and the Registrant.
4.1 Form of Common Stock Warrant by and between Roth Capital Partners, LLC
and the Registrant.
5.1 Opinion of O'Melveny & Myers LLP as to the validity of the shares.
23.1 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
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
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James B. Frakes
Chief Financial Officer
Date: January 29, 2004