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As filed with the Securities and Exchange Commission on May 11, 2001
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NTN COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 31-1103425
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
THE CAMPUS - 5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(760) 438-7400
(Address, including zip code, and telephone number, including area code,
of Registrants' principal executive offices)
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NTN COMMUNICATIONS, INC. 1995 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
STANLEY B. KINSEY
NTN COMMUNICATIONS, INC.
THE CAMPUS - 5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(760) 438-7400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
C. JAMES LEVIN
O'MELVENY & MYERS LLP
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 430-6000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED SECURITY PRICE REGISTRATION FEE
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Common Stock, $0.005 par value per 5,000,000 shares(1) $0.653(2) $ 3,262,500 (2) $815.63 (2)
share
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(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, options and other rights to purchase or
acquire the shares of Common Stock covered by the Prospectus and,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), an additional indeterminate number of shares,
options and rights, which by reason of certain events specified in the
NTN Communications, Inc. 1995 Stock Option Plan, as amended (the
"Plan") may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and the low price of the Common Stock on May 10,
2001, as reported on the American Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by NTN Communications, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act are incorporated herein by reference:
(1) The Company's Form S-8 Registration Statement relating to the
Plan filed with the Commission on August 15, 1995 (Reg. No.
33-95776); and
(2) The Company's Form S-8 Registration Statement relating to the
Plan filed with the Commission on September 26, 1996 (Reg. No.
333-12777).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index that follow the signature page.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carlsbad, State of California, on May 11, 2001.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Stanley B. Kinsey
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STANLEY B. KINSEY,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of NTN Communications, Inc.,
hereby severally constitute and appoint Stanley B. Kinsey and James B. Frakes,
and each of them singly, our true and lawful attorneys-in-fact, with full power
to them in any and all capacities, to sign any amendments to this registration
statement on Form S-8 (including any post-effective amendments thereto), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board
and Chief Executive Officer
/s/ Stanley B. Kinsey (Principal Executive Officer) May 11, 2001
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Stanley B. Kinsey
Chief Financial Officer
(Principal Financial Officer and
/s/ James B. Frakes Principal Accounting Officer ) May 11, 2001
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James B. Frakes
/s/ Robert M. Bennett Director May 11, 2001
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Robert M. Bennett
/s/ Barry Bergsman Director May 11, 2001
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Barry Bergsman
/s/ Esther L. Rodriguez Director May 11, 2001
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Esther L. Rodriguez
/s/ Gary Arlen Director May 11, 2001
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Gary Arlen
/s/ Vincent A. Carrino Director May 11, 2001
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Vincent A. Carrino
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EXHIBIT
NUMBER DESCRIPTION
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4 NTN Communications, Inc. 1995 Stock Option Plan, as amended January 7, 2000.
5 Opinion of O'Melveny & Myers LLP regarding the legality of the securities registered hereunder
(including consent).
23.1 Consent of KPMG LLP, Independent Accountants.
23.2 Consent of O'Melveny & Myers (included with Exhibit 5).
24 Powers of Attorney (included on page S-1)
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