8-K 1 form8_k061005.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) June 10, 2005 NTN Communications, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-11460 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 Executive Offices) (Zip Code) (760) 438-7400 (Registrant's telephone number, including Area Code) ___________________ Item 5.02 Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers. (a) Not applicable. (b) At a Board Meeting following the Company's Annual Shareholders' Meeting on June 10, 2005, Robert M. Bennett, 76, and Esther L. Rodriguez, 64, informed the Board of Directors of their intention to retire from their positions as Directors of the Company effective June 30, 2005. There were no disagreements with the Company on any matters related to the Company's operations, policies or practices. In connection with the retirements, the Board reduced the authorized number of directors from eight members to seven members. (c) Not applicable. (d) On June 10, 2005 and effective on June 30, 2005, Kendra Berger was appointed to the Board of Directors of the Company to fill a vacancy left by the retirement of Robert M. Bennett. Ms. Berger is currently the Executive Director of Finance and Controller of Stressgen Biotechnologies, Inc. and formerly was the Vice President, Finance and Controller of Discovery Partners International, Inc. Both Stressgen Biotechnologies, Inc. and Discovery Partners International, Inc. are publicly traded companies. Prior to joining Discovery Partners International, Inc. in 2001, Ms. Berger was the chief financial officer of the Company. She is a licensed CPA. Ms. Berger will be the designated financial expert for the Company and Chair of the Audit Committee. 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 _______________________________ James B. Frakes Chief Financial Officer Date: June 14, 2005