Current Report Filing (8-k)
July 10 2017 - 8:37AM
Edgar (US Regulatory)
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): July 6, 2017
NTN
BUZZTIME, INC.
(Exact
name of Registrant as Specified in Charter)
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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2231
Rutherford Rd, Suite 200
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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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(760)
438-7400
(Registrant’s
telephone number, including area code)
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 (
see
General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
July 6, 2017, our board of directors elected each of Gregg Thomas and Richard Simtob to our board of directors, each effective
July 7, 2017. Their elections filled two vacancies on our board of directors that were created by the resignations of each of
Mary Beth Lewis and Tony Uphoff, each effective July 6, 2017. There were no disagreements between us and either Ms. Lewis or Mr.
Uphoff relative to either of their resignations.
Mr.
Thomas was appointed to our audit committee and will replace Ms. Lewis as our audit committee chair, effective July
7, 2017. Mr. Simtob was appointed to our audit committee and to our nominating and corporate governance/compensation committee,
in each case, effective July 7, 2017.
Mr.
Thomas and Mr. Simtob were elected upon the recommendation of our nominating and corporate governance/compensation committee,
which considered the qualification guidelines previously adopted by our board of directors, the current composition of our board
of directors and our operating requirements. Our board of directors has determined that Mr. Thomas and Mr. Simtob each qualify
as an independent director under applicable SEC and NYSE MKT rules. There was no arrangement or understanding between Mr. Thomas
or Mr. Simtob and any other person pursuant to which either of Mr. Thomas or Mr. Simtob were selected as a director.
Mr.
Thomas and Mr. Simtob will each be compensated in accordance with our standard compensation policies and practices for non-employee
directors, the components of which were disclosed in our proxy statement for our 2017 annual meeting of stockholders dated April
28, 2017, and which consists of an annual retainer for serving as a director, an annual retainer for serving on our audit committee
and our nominating and corporate governance/compensation committee, and a stock option grant upon commencement of their service
as a director and upon their re-election to our board of directors.
In
November 2016, we closed a registered direct offering in which we raised approximately $2.7 million of net proceeds after deducting
offering expenses. Mr. Simtob invested $250,000 in that offering.
We
issued a press release announcing the election of each of Mr. Thomas and Mr. Simtob, a copy of which is attached to this report
as an exhibit and incorporated by reference herein.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
The
list of exhibits called for by this Item is incorporated by reference to the Exhibit Index following the signature page of this
report.
SIGNATURES
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.
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NTN
BUZZTIME, INC.
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By:
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/s/
Allen Wolff
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Allen
Wolff
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Chief
Financial Officer and Executive Vice President
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Date:
July 10, 2017
Exhibit
Index
Exhibit
Number
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Description
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99.1
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Press
release issued on July 10, 2017
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