-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ol+LLAxbMhQSaA8g3IlNGXiI3C6wzLFCcPyCLjw6VZNsJ+PB8vZRgMcHwQbQ1kQz BY5AxG4fH0mo4TNEmdEH7A== 0000944209-96-000333.txt : 19960930 0000944209-96-000333.hdr.sgml : 19960930 ACCESSION NUMBER: 0000944209-96-000333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960919 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960927 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTN COMMUNICATIONS INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11460 FILM NUMBER: 96635821 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 6194387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 8-K 1 FORM 8-K DATED 9-19-96 +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ + + + FORM 8-K. + + CURRENT REPORT + + + +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ (AS LAST AMENDED IN REL. NO. 34-25113, EFF. 1/30/95.) 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) September 19, 1996 NTN COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter)
Delaware 1-11460 31-1103425 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5966 La Place Court, Carlsbad, California 92008-8830 (Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code (619) 438-7400 Not Applicable (Former name or former address, if changed since last report.) The index to exhibits appears at page 3 of the 5 pages constituting the manually signed original of this report. 1 ITEM 5. OTHER EVENTS. On August 16, 1996, the Board of Directors of NTN Communications, Inc. (the "Company") expanded the number of members to serve on the Board of Directors from five (5) to seven (7) and nominated Mr. Robert M. Bennett, former president of Metromedia Broadcasting, and Mr. Edward C. Frazier, previously president of Liberty Sports, Inc., to serve on the Board of Directors. Under the Company's classified Board of Directors, Mr. Bennett and Mr. Frazier each will be subject to election to the Board of Directors at the Company's next Annual Meeting of Shareholders. Prior to being appointed a director of the Company, Mr. Bennett was unaffiliated with the Company. Mr. Bennett served as president of Metromedia Broadcasting from 1982 through 1986. Under Mr. Bennett's leadership, Metromedia Broadcasting developed into the most aggressive group operation in the country, winning "Best News" Emmys for all of its stations, and producing such shows as "Small Wonder", "Star Search" and "Fame". Mr. Bennett's first sales job in broadcasting was at KTTV, Metromedia's Los Angeles television station, followed by management positions in Metromedia's broadcast division. In 1972, he joined Boston Broadcasters, Inc. ("BBI"), serving as president and director from 1979-1982. Bennett's distinguished career also includes president and founder, with son Casey, of Bennett Productions and Bennett Sports Productions. In 1991, he acquired full ownership from his previous partners of Trans Atlantic Entertainment, which was created in 1989 as a result of the purchase of New World Entertainment's 180-film theatrical and 400-film video libraries. Prior to being appointed as a director of the Company, Mr. Frazier had no affiliation with the Company. From 1986 through 1996, Mr. Frazier served as the first president of Liberty Sports, Inc., the former sports programming arm of Tele-Communications, Inc. ("TCI") which recently merged with Fox Sports. Under his direction, Liberty Sports grew to become the largest distributor of regional sports cable programming, with over 100 million subscribers worldwide and investments in 14 regional sports networks. Mr. Frazier's career also includes successful launches of several regional networks, as well as being vice president and general manager of Oak Industries, where in 1980, he directed the launch of subscription television. In August 1996, he and partner Joe King founded Frazier/King Media, which includes Frazier/King Studios and Prime-Sports Merchandising, a chain of 21 sports apparel stores and a 49-store franchise system. Both Mr. Bennett and Mr. Frazier will receive compensation in the amount of $15,000.00 per annum for serving as directors of the Company. As an inducement for Mr. Bennett and Mr. Frazier to agree to serve as directors, the Company has granted both Mr. Bennett and Mr. Frazier five (5) year warrants to purchase 100,000 shares of the Company's common stock, $.005 par value (the "Common Stock"), at an exercise price equal to the closing price of the Company's Common Stock on August 25, 1996 for Mr. Bennett's options and August 30, 1996 for Mr.Frazier's options, as listed on the American Stock Exchange. One-third of the warrants will vest each year of the directors' term. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibits included with this report are made part hereof. Sequential Page No. ------------------- 3.1 NTN press release dated September 19, 1996 5 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NTN COMMUNICATIONS, INC. (Registrant) Date: September 27, 1996 By: /s/ Gerald Sokol, Jr. -------------------------------------------- Gerald Sokol, Jr., Chief Financial Officer 4 EX-3.1 2 NTN PRESS RELEASE DATED 9-19-96 [LETTERHEAD OF NTN COMMUNICATIONS, INC.] FORMER METROMEDIA BROADCASTING PRESIDENT BENNETT AND ---------------------------------------------------- FORMER LIBERTY SPORTS PRESIDENT FRAZIER --------------------------------------- JOIN NTN BOARD -------------- CARLSBAD, Calif. -- September 19, 1996 -- Robert M. Bennett, former president of Metromedia Broadcasting, and Ed Frazier, previously president of Liberty Sports, Inc., have been appointed to serve on the Board of Directors for NTN Communications (AMEX: NTN). The announcement was made today by Patrick J. Downs, chairman and chief executive officer of NTN, the industry's leading producer and programmer of interactive entertainment. Under Robert Bennett's leadership as president of Metromedia Broadcasting from 1982-1986, the company developed into the most aggressive group operation in the country, winning "Best News" Emmys for all of its stations, and producing such shows as "Small Wonder," "Star Search" and "Fame." His first sales job in broadcasting was at KTTV, Metromedia's Los Angeles television station, followed by management positions in Metromedia's broadcast division. In 1972, he joined Boston Broadcasters, Inc. (BBI), serving as president and director from 1979-1982. Bennett's distinguished career also includes president, and founder with son Casey, of Bennett Productions and Bennett Sports Productions. in 1991, he acquired full ownership from his previous partners of Trans Atlantic Entertainment, which was created in 1989 as a result of the purchase of New World Entertainment's 180-film theatrical and 400-film video libraries. Ed Frazier served from 1986-1996 as the first president of Liberty Sports, Inc., the former sports programming arm of Tele-Communications, Inc. (TCI) which recently merged with Fox Sports. Under his direction, Liberty Sports grew to become the largest distributor of regional sports cable programming, with over 100 million subscribers worldwide and investments in 14 regional sports networks. Frazier's career also includes successful launches of several regional networks, as well as vice president and general manager of Oak Industries, where in 1980 he directed the launch of subscription television. In August 1996, he and partner Joe King founded Frazier/King Media, which includes Frazier/King Studios and Prime-Sports Merchandising, a chain of 21 sports apparel stores and a 49-store franchise system. "We are privileged to have such distinguished individuals as Robert Bennett and Ed Frazier serving on the NTN Board of Directors," said Downs. "Their combined experience and expertise in the broadcast industry, which includes programming, distribution and advertising sales, will be invaluable as our company continues to exploit the new distribution channels available for interactive television including the acquisition of programming rights, not only for our hospitality network, but also for our online, Internet and cable services for the home consumer market." ### CONTACT: KRISTI NICHOLS (619) 438-7400 NTN COMMUNICATIONS, INC. HERBERT LANZET (212) 687-0061 H.L. LANZET, INC. -----END PRIVACY-ENHANCED MESSAGE-----