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), 240.13d -1(f) or 240.13d
-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(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter 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).
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
North
Star Investment Management Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
285,000
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
285,000
|
10
|
SHARED DISPOSITIVE POWER
11,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
296,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
10.33%
|
14
|
TYPE OF REPORTING PERSON (See
Instructions)
IA
|
Page 2
Explanatory Note:
North Star Investment Management
Corporation, the Reporting Person, heretofore has reported its beneficial
ownership of shares of the Common Stock of NTN Buzztime, Inc. on Schedule 13G.
The Reporting Person is required to amend its Schedule 13G to report a recent
letter sent to the Board of Directors
Item 1. Security and Issuer
This statement on Schedule 13D
relates to the Common Stock, par value $0.005 per share (the Common Stock), of
NTN Buzztime, Inc., a Delaware corporation (the Issuer), which were purchased
by investment advisory clients of the Reporting Person (the Shares). The
principal executive offices of the Issuer are located at 2231 Rutherford Road,
#200, Carlsbad, California 92008.
Item 2. Identity and Background
(a)-(c) The reporting person is: North Star Investment
Management Corporation (the Reporting Person), a Delaware corporation. The
Reporting Person is a privately-held investment advisor which is wholly owned by
North Star Financial Services Corp. (the Holding Company). The Reporting
Person provides investment advisory services to public mutual and private
investment funds (Funds) and accounts held by corporations, individuals and
others (the Separately Managed Accounts).
The business address of the Reporting Person and the Holding
Company is: 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606
(i) The names, addresses and principal
occupations of each of the Reporting Persons executive officers, each member of
the Reporting Persons Board of Directors and any other persons ultimately in
control of the Reporting Person are set forth below:
Peter Gottlieb President, Director
and control person of Reporting Person
Eric Kuby Chief Investment Officer,
Director and control person of Reporting Person
(ii) The names, addresses and
principal occupations of each of the Holding Companys executive officers, each
member of the Holding Companys Board of Directors and any other persons
ultimately in control of the Reporting Person are set forth below:
Eric Kuby President, Director and
control person of Holding Company
Peter Gottlieb Secretary, Treasurer,
Director and control person of Holding Company
The address for each of the
individuals listed above is 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606.
Page 3
(d) During the last five years, neither the Reporting Person,
the Holding Company, nor, to the best of the Reporting Persons knowledge, any
of the persons named in response to Item 2(a) above have been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person,
the Holding Company, nor, to the best of the Reporting Persons knowledge, any
of the persons named in response to Item 2(a) above have been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or fining any violation
with respect to such laws.
(f) Mr. Gottlieb and Mr. Kuby are each a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Considerations
The Shares purchased on behalf of
the respective Funds were purchased with monies obtained by the Funds through
capital contributions from investors in the Funds. The Shares purchased on
behalf of the Separately Managed Accounts were purchased with personal or
operating funds of the account holders.
The approximate amount of funds
used by the Reporting Persons advisory clients to purchase the Shares reported
herein is $1,585,000.
Item 4. Purpose of Transaction
The Shares were purchased for
investment purposes on behalf of the advisory clients of the Reporting Person.
The Reporting Person intends to evaluate from time to time the investment goals
and objectives of its advisory clients, other investment opportunities available
to them, and general economic, market and other conditions, as well as the
Issuer's business operations and prospects and the price and availability of
shares of Common Stock. Based on such evaluations, the Reporting Person may
determine at any time to cause its advisory clients to acquire additional shares
of Common Stock or sell or otherwise dispose of some or all of the Shares.
On November 21, 2018, the
Reporting Person sent a letter to the Board of Directors of the Issuer (the
Issuer Letter) in which, among other things, the Reporting Person expressed
disappointment in the performance of the Board of Directors of the Issuer and
specifically requested that the Board members purchase additional shares in the
open market to demonstrate their faith in the company. Additionally, the letter
requested that if a Board member is not willing to purchase additional shares,
then the member should resign. If a Board member fails to purchase additional
shares or fails to resign, North Star will vote against that members future
nominations to The foregoing description of the Issuer Letter is qualified in
its entirety by reference to the full text of the Issuer Letter, a copy of which
is filed as Exhibit A to this Schedule 13D and is incorporated by reference into
this Item 4.
Page 4
The Reporting Person may seek to
engage in discussions with the management of the concerning the Issuer or its
business or operations. Such discussions may relate to any one or more of the
transactions specified below in clauses (a) through (j) of this Item 4.
Except as described above, the
Reporting Person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer;
(c) A sale or transfer of a
material amount of assets of the Issuer;
(d) Any change in the present
board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the board;
(e) Any material change in the
present capitalization or dividend policy of the Issuer;
(f) Any other material change in
the Issuer's business or corporate structure;
(g) Changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities
of the Issuer to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person is the
beneficial owner of a total of 296,000 Shares, representing approximately 10.33%
of the shares of the Common Stock outstanding (based on 2,873,340 shares of
Common Stock outstanding on November 7, 2018, as reported in the Issuers
Quarterly Report on Form 10-Q for the quarter ended September 30, 2018). None of
the persons named in Item 2 other than the Reporting Person beneficially own any
of the securities reported herein.
(b) The Reporting Person has sole
voting and dispositive power over the 285,000 Shares held, in the aggregate, by
the Funds and has shared dispositive power and no voting power over the 11,000
Shares held in the aggregate in the Separately Managed Accounts.
Page 5
(c) There have been no
transactions in the class or securities during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There are no contracts,
arrangements, understandings or relationships between the Reporting Person or
any executive officers or directors of the Reporting Person, and any other
person, with respect to any securities of the Issuer, including but not limited
to transfer of voting of any of the shares, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, other than the
investment advisory contracts between the Reporting Person and its investment
advisory clients, in which the advisory clients grant to the Reporting Person
voting and investment power with respect to securities held in their respective
accounts, including shares of the Issuer.
Item 7. Material to Be Filed as Exhibits
Letter to Board of Directors. (See attached).
Signature
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.
November 21, 2018
|
|
Dated
|
|
|
|
/s/ Andrew
Eisenberg
|
|
Signature
|
|
|
|
General
Counsel/Chief Compliance Officer
|
|
Name/Title
|
|
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 this filing person), evidence of the
representatives 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).
Page 6
EXHIBIT A
November 21, 2018
|
|
Board of Directors
|
NTN Buzztime, Inc.
|
2231 Rutherford Road, #200
|
Carlsbad, CA 92008
|
|
Re: Board of Directors
|
|
Dear Sirs and Madam,
|
It is our opinion that the Board members of companies the size
of NTN should exhibit their faith by owning shares of the company and purchasing
shares in the open market when reasonable. We think that $100,000 minimum
capital commitment would be reasonable, particularly at these depressed levels.
We take note that there have been ZERO purchases by Board members this year
(2018), and an embarrassing amount of small sales made (option related most
likely). In fact, with the sole exception of a small purchase by Richard Simtob
in December 2017, there havent been any open market purchases since we made our
sizeable investment in the company in March 2017.
We call upon all Board members who are unwilling to invest in
the Company to resign and be replaced by stakeholders willing to provide capital
and believe in the company. For those who neither resign nor make purchases, it
is our current intention to vote against their future nominations. According to
recent SEC filings, we are your third largest shareholder, owning over 10% of
the outstanding shares.
Additionally, we feel the senior executives should also
demonstrate their commitment by making similar purchases.
Respectfully,
|
|
Peter Gottlieb
|
Eric Kuby
|
THE CIVIC OPERA BUILDING 20 NORTH WACKER DRIVE SUITE
1416
|
CHICAGO, ILLINOIS 60606 312.580.0900 PHONE
312.580.0901 FAX
|
Securities are offered through Mid Atlantic Capital
Corporation (MACC), a registered Broker Dealer, Member FINRA/SIPC.
|
Advisory services offered through
|
North Star Investment Management Corp. (NSIMC). a
Registered Investment Adviser. North Star Investment Management
|
Corp. is not a subsidiary or control affiliate of MACC.
|