Revised Proxy Soliciting Materials (definitive) (defr14a)
May 21 2019 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment
No. 2)
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to § 240.14a-12
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NTN
Buzztime, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box)
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
Title of each class of securities to which transaction applies:
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(2)
Aggregate number of securities to which transaction applies:
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(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
Proposed maximum aggregate value of transaction:
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(5)
Total fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
Amount Previously Paid:
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(2)
Form, Schedule or Registration Statement No.:
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(3)
Filing Party:
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(4)
Date Filed:
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EXPLANATORY
NOTE
This
Amendment No. 2 to the Definitive Proxy Statement on Schedule 14A filed by NTN Buzztime, Inc. with the Securities and Exchange
Commission (the “SEC”) on April 26, 2019 (the “2019 Proxy Statement”) in connection with
its annual meeting of stockholders to be held on June 7, 2019, amends the 2019 Proxy Statement as amended by Amendment
No. 1 to the 2019 Proxy Statement filed with the SEC on May 9, 2019 (“Amendment No. 1”), to add Robert S. Ellin
in the table under the “Security Ownership of Certain Beneficial Owners and Management” section in the 2019 Proxy
Statement as beneficial owners of more than 5% of our common stock.
The table under the “Security Ownership of
Certain Beneficial Owners and Management” section of this Amendment No. 2 supersedes the table under the “Security
Ownership of Certain Beneficial Owners and Management” section of Amendment No. 1.
Except
as specifically discussed herein, this Amendment No. 2 does not otherwise modify or update any other information in the 2019 Proxy
Statement. In addition, this Amendment No. 2 does not reflect events occurring after the date of the 2019 Proxy Statement or modify
or update disclosures that may have been affected by subsequent events.
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to be Held on June 7, 2019:
This Amendment No. 2, the 2019 Proxy Statement and Annual Report to Stockholders are available
at http://buzztime.com/investors/investor-relations-financial-reports
CHANGE
TO PROXY STATEMENT
The
following information supersedes and replaces in its entirety the section of the 2019 Proxy Statement entitled “Security
Ownership of Certain Beneficial Owners and Management.”
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the number and percentage ownership of common stock as of March 31, 2019 by:
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all
persons known to us to be the beneficial owner of more than 5% of our common stock;
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each
of our directors and nominees for director;
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each
of our named executive officers; and
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all
of our executive officers and directors as a group.
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Except
as otherwise indicated in the footnotes to the table below: (i) each of the persons named has sole voting and investment power
with respect to the shares of common stock shown, subject to applicable community property and similar laws; and (ii) the address
for each director and named executive officer is c/o NTN Buzztime, Inc., 1800 Aston Avenue, Suite 100, Carlsbad, California 92008.
Name
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Number of
Shares
Beneficially
Owned (1)
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Percent of
Common
Stock (1)
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Directors and Named Executive Officers:
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Jeffrey A. Berg (2)
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435,346
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15.1
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%
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Ram Krishnan (3)
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155,821
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5.2
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%
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Allen Wolff (4)
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58,945
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2.0
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%
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Richard Simtob (5)
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53,209
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1.8
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%
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Paul Yanover (6)
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8,229
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*
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Sandra Gurrola (7)
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7,082
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*
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Steve Mitgang (8)
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5,579
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*
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Gregory Thomas (9)
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3,303
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*
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All of our executive officers and directors as a group (8 persons) (10)
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727,514
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24.2
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%
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5% Stockholders:
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Matador Capital Partners, L.P. (2)
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423,000
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14.7
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%
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North Star Investment Management Corp. (11)
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300,000
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10.4
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%
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Bard Associates, Inc. (12)
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290,850
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10.1
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%
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Robert S. Ellin (13)
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244,236
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8.5
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%
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Pincus Reisz (14)
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231,241
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8.0
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%
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Sean Gordon (15)
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200,000
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6.9
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%
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Ram Krishnan (3)
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155,821
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5.2
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%
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*
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Less
than 1%
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(1)
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Included
as outstanding for purposes of this calculation are 2,878,096 shares of common stock outstanding as of March 31, 2019 plus,
in the case of each particular person, the shares of common stock subject to options, warrants, or other instruments exercisable
for or convertible into shares of common stock within 60 days after March 31, 2019 held by that person, which instruments
are specified by footnote. Shares subject to outstanding options, warrants, or other instruments other than as described in
the preceding sentence are not deemed to be outstanding for purposes of this calculation.
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(2)
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Based
upon a Schedule 13D/A filed with the SEC on March 31, 2017 and Mr. Berg’s Form 4 filings, the following person and entities
beneficially owned the number of shares set forth below:
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Entity or Person
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Shares
Beneficially
Owned
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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BFK Investments LLC (“BFK”)
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423,000
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–
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423,000
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–
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423,000
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Jeffrey A. Berg
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433,600
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12,346
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423,000
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12,346
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423,000
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Matador Capital Partners, L.P. (“Matador”)
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423,000
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–
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423,000
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–
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423,000
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Mr.
Berg is the managing member of BFK. BFK is the general partner of Matador. Each of BFK and Mr. Berg disclaims beneficial ownership
in shares of common stock beneficially owned by the other party or by Matador except to the extent of its or his pecuniary interest
therein. The address for each of BFK, Mr. Berg and Matador is 603 N. Indian River Dr., Ste. 300, Ft. Pierce, FL 34950.
(3)
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Includes
97,496 shares subject to options and 1,389 shares subject to restricted stock units held by Mr. Krishnan.
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(4)
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Includes
15,000 shares subject to options and 833 shares subject to restricted stock units held by Mr. Wolff.
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(5)
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Includes
966 shares subject to options held by Mr. Simtob.
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(6)
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Includes
2,966 shares subject to options held by Mr. Yanover.
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(7)
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Includes
5,968 shares subject to options and 167 shares subject to restricted stock units held by Ms. Gurrola.
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(8)
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Includes
of 3,766 shares subject to options held by Mr. Mitgang.
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(9)
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Includes
966 shares subject to options held by Mr. Thomas.
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(10)
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Includes
127,128 shares subject to options and 2,389 shares subject to restricted stock units held by our directors and executive officers.
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(11)
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The
number of shares is the number stated as beneficially owned as of December 31, 2018 in a Schedule 13D/A filed with the SEC
on January 9, 2019. In that filing, North Star Investment Management Corp. states that it has sole power to vote and to dispose
of 284,000 shares of our common stock and shared power to dispose of 16,000 shares of our common stock, and lists its address
as 20 N. Wacker Drive, Suite 1416, Chicago, IL 60606.
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(12)
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The
number of shares is the number stated as beneficially owned as of December 31, 2018 in a Schedule 13G/A filed with the SEC
on February 14, 2019. In that filing, Bard Associates, Inc. states that it has sole power to vote 20,000 shares of our common
stock and sole power to dispose of 290,850 shares of our common stock, and lists its address as 135 South LaSalle Street,
Suite 3700, Chicago, IL 60603.
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(13)
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Based
upon a Schedule 13D filed with the SEC on December 17, 2018, the following person and entities beneficially own
or may be deemed to beneficially own the number of shares set forth below and such persons and entities have the
voting and dispositive power indicated:
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Shares
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Sole
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Shared
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Sole
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Shared
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Beneficially
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Voting
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Voting
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Dispositive
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Dispositive
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Entity or Person
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Owned
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Power
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Power
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Power
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Power
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Robert S. Ellin
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244,236
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244,236
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–
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244,236
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–
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Trinad Capital Master Fund, Ltd (“Trinad Capital”).
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121,273
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–
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121,273
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–
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121,273
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Trinad Capital Management, LLC (“Trinad Management”)
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121,273
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–
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121,273
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–
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121,273
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Mr.
Ellin is the portfolio manager of Trinad Capital and managing member of Trinad Management. Trinad Management is the managing director
of Trinad Capital. Mr. Ellin and Trinad Management disclaim beneficial ownership of the reported shares except for (i)
Mr. Ellin’s personal and direct beneficial ownership of 122,963 shares, (ii) Mr. Ellin’s and Trinad Management’s
pecuniary interest therein, (iii) the indirect interest of Trinad Management by virtue of being the managing director of
Trinad Capital, (iv) the indirect interest of Mr. Ellin by virtue of being the managing member of Trinad Management, and (v) the
indirect interest of Mr. Ellin by virtue of being a shareholder of Trinad Capital. The address for each of Mr. Ellin, Trinad
Capital and Trinad Management is 9200 Sunset Boulevard, Suite 1201, West Hollywood, CA 90069.
(14)
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The
number of shares is the number stated as beneficially owned in a Schedule 13G filed with the SEC on March 7, 2019. In that
filing, it states that PR Diamonds Inc. and Mr. Pincus Reisz are joint filers, and have shared voting power of our common
stock and shared dispositive power of our common stock. The filing lists their address as 580 5
th
Avenue, Room
1203, New York, NY 10036.
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(15)
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The
number of shares is based on Mr. Gordon’s statement in a letter sent to the Company in January 2019, which is more recent
than the Schedule 13D filed by Mr. Gordon in February 2018. In that letter, Mr. Gordon lists his address as 30 East 9th Street,
Apt. 1F, New York, NY 10003
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